Common use of Eminent Domain Clause in Contracts

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. a. If the whole, all or any part of the demised premises Premises is taken by any public or quasi-public authority under the power of eminent domain, or any agreement in lieu thereof (a “taking”), this Lease shall terminate as to the portion of the Premises taken effective as of the date of taking. If only a portion of the Premises is taken, Landlord or Tenant may terminate this Lease as to the remainder of the Premises upon written notice to the other party within ninety (90) days after the taking; provided, however, that Tenant’s right to terminate this Lease is conditioned upon the remaining portion of the Premises being of such size or configuration that such remaining portion of the Premises is unusable or uneconomical for Tenant’s business. Landlord shall be taken entitled to all compensation, damages, income, rent awards and interest thereon whatsoever which may be paid or condemned by made in connection with any competent taking and Tenant shall have no claim against Landlord or any governmental authority for the value of any public use unexpired term of this Lease or purpose during of any of the improvements or Alterations in the Premises; provided, however, that the foregoing shall not prohibit Tenant from prosecuting a separate claim against the taking authority for an amount separately designated for Tenant’s relocation expenses or the interruption of or damage to Tenant’s business or as compensation for Tenant’s personal property, trade fixtures, Alterations or other improvements paid for by Tenant so long as any award to Tenant will not reduce the award to Landlord. In the event of a partial taking of the Premises which does not result in a termination of this Lease, the Monthly Rent and Additional Rent under Paragraphs 5 and 7 hereunder shall be equitably reduced. If all or any material part of the Real Property other than the Premises is taken, Landlord may terminate this Lease upon written notice to Tenant given within ninety (90) days after the date of taking. b. Notwithstanding the foregoing, if all or any portion of the Premises is taken for a period of time of one (1) year or less ending prior to the end of the term of this Lease. TENANT reserves the unto itself the right , this Lease shall remain in full force and effect and Tenant shall continue to prosecute pay all rent and to perform all of its claim for an award based upon its leasehold obligations under this Lease; provided, however, that Tenant shall be entitled to all compensation, damages, income, rent awards and interest for thereon that is paid or made in connection with such taking, without impairing any rights of LANDLORD for the temporary taking of the Premises (or injury to the reversion. In the event portion thereof), except that a part any such compensation in excess of the demised premises rent or other amounts payable to Landlord hereunder shall be taken promptly paid over to Landlord as received. Landlord and Tenant each hereby waive the provisions of California Code of Civil Procedure Section 1265.130 and any other applicable existing or condemned that (a) future Legal Requirement providing for, or allowing either party to petition the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more courts of the front depth of state in which the parking areas thereofReal Property is located for, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that upon a part partial taking of the demised premises shall be taken or condemned under circumstances under which Premises and/or the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoBuilding.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (y) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (z) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the event that TENANT shall fail to exercise any such option to terminate nature described in this Article, this Lease or to purchase the premises or continues in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optioneffect, then and in either such event Landlord shall promptly proceed to restore the LANDLORD shall, with reasonable promptness, make necessary repairs Affected Areas to and alterations of the improvements on the demised premises for the purpose of restoring the substantially their same to an economic architectural unit, susceptible to the same use as that which was in effect immediately condition prior to such partial taking, to . To the extent that may have been necessary such restoration is infeasible, as determined by such condemnationLandlord in its sole and absolute discretion, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease the Rent shall be submitted decreased proportionately to reflect the American Arbitration Society, whose decision shall be binding on loss of any portion of the parties heretoPremises no longer available to Tenant.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion23.1. In the event that a part the whole of the demised premises Premises, or such part thereof as shall substantially interfere with the Tenant’s use and occupancy thereof, shall be taken for any public or condemned quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority. 23.2. In the event of a partial taking of the Building or the Project, or of drives, walkways or parking areas serving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or eminent domain, or sold to prevent such taking, then, without regard to whether any portion of the Premises occupied by Tenant was so taken, (a) Landlord may elect to terminate this Lease as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to make it uneconomical to continue use of the unappropriated portion for purposes of renting office or laboratory space and (b) Tenant may elect to terminate this Lease as of such taking if such taking has a material adverse effect on Tenant’s use and enjoyment of or access to the Premises or on Tenant’s use and enjoyment of the parking spaces allocated to Tenant under Section 15.2 above; provided that Landlord shall have thirty (30) days after receipt of written notice from Tenant stating Tenant’s election to termination this Lease to remedy any such material adverse effect; provided, further, that Landlord shall not be deemed to have remedied such material adverse effect by providing parking other than on the Property or adjoining property owned by Landlord or its affiliates. 23.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the part so taken includes the building on the demised premises or any part thereof or taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the part so taken costs of Tenant moving to a new location. Except as set forth in the previous sentence, any award for such taking shall remove from be the premises 20% or more property of Landlord. 23.4. If, upon any taking of the front depth nature described in this Section 23, this Lease continues in effect, then Landlord shall promptly proceed to restore the Premises, the Building and the Project, as applicable, to substantially their same condition prior to such partial taking. To the extent such restoration is feasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased by a number, the numerator of which is the rental value of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately Premises prior to such taking, to and the extent that may have been necessary by denominator of which is the value of the Premises after such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretotaking.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (y) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (z) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 25.5. This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of California Code of Civil Procedure Section 1265.130 (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If In the whole, event the whole or any part of the demised premises Center is taken by right of eminent domain or any similar authority of law, the entire award for the value of the land and improvements so taken shall be belong to the Owner(s) of the property so taken or condemned to their Occupants, as their interest may appear, and no other Owner of land in the Center shall claim any portion of such award by virtue of any competent interest, easement or other right created by this Declaration; PROVIDED, HOWEVER, any such other Owner may file a collateral claim with the condemning authority for any public use or purpose during over and above the term value of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury land and improvements being so taken to the reversionextent of any damage suffered by such Owner resulting from the severance of the area so taken, provided such collateral claim does not diminish the amount recoverable by the Owner(s) of the property so taken. In the event that of a part partial taking, the Owner(s) of the demised premises portion of the Center so condemned shall restore the remaining portion of the Center owned by such Owner(s), including improvements in the EXHIBIT F -33- PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] Common Area, as nearly as possible to the condition existing just prior to such condemnation, without contribution from the Owners of the area not so taken and any condemnation award necessary therefore shall be taken or condemned held in trust and applied for such purpose; PROVIDED, HOWEVER, that (a) if any Mortgagee of any property in the part so taken includes Center makes the building on requirement pursuant to a provision in a Mortgage that the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more portion of the front depth of award representing compensation for severance damage to property not taken be paid to the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highwayMortgagee, then and in any the party required to make such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative payment to such termination Mortgagee shall not be obligated to restore the remaining portion of this Lease elect its Parcel(s) so taken, except to purchase the demised premises extent necessary to clear and pave for parking and/or landscape in accordance with such purpose option. In plans approved by the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoCommittee.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. To the extent permitted under all applicable Loan Documents or otherwise consented to by any and all Lenders whose consent is required thereunder, Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. Notwithstanding anything to the contrary contained in this Article, Landlord shall not be required to restore the Affected Areas to the extent that Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder withholds its consent. 25.5. This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of California Code of Civil Procedure Section 1265.130 (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If the whole, whole or any part substantial part, in Lessor's reasonable discretion of the demised premises shall Premises should be taken or condemned by any competent authority for any public or quasi-public use under governmental law, ordinance or purpose regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking”), this Lease shall terminate and the Rent shall be abated during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision unexpired portion of this Lease, may as an alternative to such termination effective when the physical taking of this Lease elect to purchase the demised premises in accordance with such purpose optionPremises shall occur. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that If there is a Taking of less than a substantial part of the demised premises Premises, this Lease shall be taken or condemned under circumstances under which not terminate, but the TENANT will have no such option, then and in either such event Rent payable hereunder during the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 unexpired portion of this Lease shall be submitted reduced to such extent as may be fair and reasonable under all of the circumstances, including the proportion to the American Arbitration Societyreduction in utility of the Premises caused by such Taking. In the event of any such Taking, whose decision Lessor and Lessee shall each be entitled to receive and retain such separate awards and/or portion of lump sum awards as may be allocated to their respective interests in any condemnation proceedings. Lessor shall be binding entitled to any award and all damages payable as a result of any condemnation or taking of the fee of the Premises. Lessee shall have the right to claim and recover from the condemning authority, but not from Lessor, such compensation as may be separately awarded or recoverable by Lessee in Lessee’s own right on account of any and all damage to the parties heretoTank Farm Assets and/or Lessee’s business by reason of the condemnation, including loss of value of any unexpired portion of the Term, and for or on account of any cost or loss to which Lessee might be put in removing Lessee’s personal property, fixtures, leasehold improvements and equipment, including, without limitation, the Tank Farm Assets, from the Premises.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion22.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes whole of the building on the demised premises or any part thereof Premises or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant's use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the parking areas thereofright of appropriation, condemnation or eminent domain, or (c) the part so taken shall consist of 25% sold to prevent such taking, Tenant or more Landlord may terminate this Lease effective as of the total parking areadate possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 22.2. In the event of a partial taking of the Premises for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (d) eminent domain, or sold to prevent such partial taking shall result in cutting off direct access from the demised premises taking, then, without regard to whether any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession portion of the premises shall be required Premises occupied by the condemning authority Tenant was so taken, Landlord may elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord's sole but reasonable opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting space for the Permitted Use. 22.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant's personal property that was installed at Tenant's expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 22.4. In If, upon any taking of the nature described in this Section, this Lease continues in effect, then Landlord shall promptly proceed to restore the Premises to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 22.5. This Section 22 sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (y) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (z) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 25.5. This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If Tenant agrees that if the wholeBuilding, or any part so much of the demised premises Premises so as impair Tenant’s use of the Premises, shall be taken or condemned for public or quasi-public use or purpose by any competent authority, Tenant shall have no claim against the Landlord and shall not have any claim or right to any portion of the amount that may be awarded as damages or paid as a result of any such condemnation; and all rights of the Tenant to damages therefore, if any, are hereby assigned by the Tenant to the Landlord. Upon any condemnation or taking, affecting the whole or any substantial part of the Premises as provided above, the Term of this Lease shall cease and terminate unless the parties otherwise agree in writing. The Tenant shall have no claim for the value of any unexpected Term of this Lease. If less than the whole of the Building or substantial part of the Premises is taken or condemned by any governmental authority for any public or quasi-public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such takingpurpose, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In and in the event that a part of the demised premises neither Landlord not Tenant shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect desire to terminate this Lease, or if any option to purchase then and in such event the premises is conferred upon Basic Rent shall be equitably adjusted on the TENANT by any other provision date when title vests in such governmental authority and the Lease shall otherwise continue in full force and effect. For purposes of this LeaseSection, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a substained part of the demised premises Building shall be considered to have been taken if twenty five percent (25%) or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations more is taken. A substained portion of the improvements on Premises shall be deemed taken if more than twenty twenty five percent (25%) of the demised premises areas of available for parking are taken. Notwithstanding anything to the contrary contained herein. Tenant shall be entitled to pursue a separate claim for the purpose of restoring the same value or Tenant’s furnishings, equipment, movable trade fixtures which are not deemed pursuant to an economic architectural unit, susceptible this Lease to the same use as that which was in effect immediately prior to such taking, be Landlord’s property and then only to the extent that may have been necessary paid for by Tenant and provided such condemnation, subject claim shall in no manner diminish the award or other compensation to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall which Landlord would otherwise be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoentitled.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. To the extent permitted under all applicable Loan Documents or otherwise consented to by any and all Lenders whose consent is required thereunder, Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. Notwithstanding anything to the contrary contained in this Article, Landlord shall not be required to restore the Affected Areas to the extent that Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder withholds its consent. 25.5. This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option taking. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease or to purchase the premises or in the event that as a part result of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such any taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (y) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (z) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 25.5. This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of California Code of Civil Procedure Section 1265.130 (and any successor statutes permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction).

Eminent Domain. If In case the wholewhole of the Premises, or such part thereof as shall substantially interfere with Tenant's use and occupancy thereof, shall be taken by any lawful power or authority by exercise of the power of eminent domain, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority. In the event of any taking (in whole or part) of the Project whether or not the Premises or access thereto are affected thereby, Landlord shall have the right to terminate this Lease. Except as provided herein, Tenant shall not, because of any taking, 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 event the amount of property or the type of estate taken shall not substantially interfere with Tenant's use of the Premises, and Landlord does not terminate this Lease, Landlord shall proceed to restore the Premises (to the extent permitted by the taking) to substantially their condition prior to such partial taking, and a proportionate allowance shall be made to Tenant for Rent corresponding to the time during which, and to the part of the demised premises Premises of which, Tenant shall be taken or condemned by so deprived on account of such taking and restoration. Provided same shall not diminish Landlord's award in any competent way, nothing contained in this Paragraph 14 shall prevent Tenant from seeking any award against the taking authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of personal property and fixtures owned by Tenant or injury to for relocation expenses recoverable from the reversiontaking authority. In the no event that a part of the demised premises shall Landlord be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove required to expend more for restoration than received from the premises 20% or more of taking authority for such taking. For the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision purposes of this Leaseparagraph, may as an alternative to such termination "taking" shall also include any conveyance in lieu of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If 23.1 In the wholeevent the whole of the Demised Premises, or any such part of thereof as shall materially and substantially interfere with the demised premises Tenant's use, occupancy and enjoyment thereof, shall be taken or condemned by any competent authority for any public use or quasi-public purpose during the term by any lawful power or authority by exercise of this Lease. TENANT reserves the unto itself the right of appropriation, condemnation or eminent domain, or sold to prosecute its claim for an award based upon its leasehold interest for prevent such taking, Tenant or Landlord may upon at least thirty (30) days prior written notice to the other party, terminate this Lease effective as of the date possession is required to be surrendered to said authority. 23.2 In the event of a partial taking of the Building, the Project or of drives, walkways, and parking areas serving the Building for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or eminent domain, or sold to prevent such taking, then without impairing regard as to whether any rights portion of LANDLORD the Demised Premises occupied by Tenant was so taken, Landlord may elect to terminate this Lease as of such taking if such taking is, in the sole opinion of Landlord, of a material nature such as to make it uneconomical to continue use of the unappropriated portion for purposes of office rentals or laboratory space. Tenant may elect to terminate this Lease provided such taking materially and substantially diminishes Tenant's use, occupancy and enjoyment of the Demised Premises. In no event shall this Lease be terminated when such a partial taking does not have a material adverse effect upon Landlord or Tenant or both. 23.3 Tenant shall be entitled to any award which is specifically awarded as compensation for the taking of or injury Tenant's personal property, which was installed at Tenant's expense, for costs of Tenant moving to a new location, the reversionLease bonus value (the difference between the Rent and fair market rent, if the Rent is lower than the fair market rent) and Tenant's trade fixtures. In the event that a part Except as before set forth, any award for such taking shall belong to Landlord. 23.4 If upon any taking of the demised premises nature described in this Article 23 this Lease continues in effect, the Landlord shall be taken or condemned that (a) promptly proceed to restore the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereofDemised Premises, or (c) the part so taken shall consist of 25% or more of the total parking areaBuilding, or (d) and Project to substantially their same condition prior to such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then taking. From and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the Rent shall be abated proportionately based upon the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 which Tenant's use of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoDemised Premises has diminished.

Eminent Domain. If the wholewhole of the Premises, or so much thereof as to render the balance unusable by the Lessee, shall be taken under power of eminent domain, this Lease shall automatically terminate as of the date of such condemnation, or as of the date possession is taken by the condemning authority, whichever is earlier. No award for any partial or entire taking shall be apportioned, and the Lessee hereby assigns to the Lessor any award which may be made in such taking or condemnation, together with any and all rights of the Lessee now or hereafter arising in or to the same or any part thereof; provided, however, that nothing contained herein shall be deemed to give the Lessor any interest in or to require the Lessee to assign to the Lessor any award made to the Lessee for its relocation expenses, the taking of personal property and fixtures belonging to the Lessee, the interruption of or damage to the Lessee's business and/or for the Lessee's unamortized cost of leasehold improvements. The unamortized portion of the demised premises Lessee's expenditures for improving the Premises shall be taken or condemned determined by any competent authority for any public use or purpose during multiplying such expenditures by a fraction, the numerator of which shall be the number of years of the term of this Lease. TENANT reserves Lease which shall not have expired at the unto itself time of such appropriation or taking and the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights denominator of LANDLORD for which shall be the taking number of or injury to the reversion. In the event that a part years of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination term of this Lease elect to purchase which shall not have expired at the demised premises in accordance with such purpose optiontime of improving the Premises. In the no event that TENANT shall fail options to exercise any such option to terminate this Lease renew or to purchase the premises or in the event that a part of the demised premises shall extend be taken or condemned under circumstances under which into consideration in determining the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs payment to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible be made to the same use as that which was Lessee. The Lessee's right to receive compensation or damages for its fixtures and personal property shall not be affected in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoany manner thereby.

Eminent Domain. If the whole, or Section 12.01 Landlord and Tenant hereby agree that in no event shall any part taking of the demised premises shall be taken or condemned by any competent authority Demised Property for any public or quasi-public use under any statute or purpose during by right of eminent domain, or by purchase in lieu thereof, in any way relieve Tenant of any obligations under this Lease (as to the term applicable Demised Property or otherwise), except as explicitly provided in this Article. 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of this Lease. TENANT reserves 1934, as amended. Section 12.02 If any portion of any Demised Property, or existing access to or from any Demised Property, is taken for any public or quasi-public use under any statute or by right of eminent domain, or by purchase in lieu thereof, and such taking, in Landlord’s reasonable determination (a) reduces the unto itself value of the Demised Property by twenty-five (25%) or more, or (b) prevents, and would prevent after reasonable repair and reconstruction efforts by Tenant, use of the Demised Property for its then current permitted use under applicable zoning or other use regulations (including with respect to required parking and access) or otherwise would likely have a material adverse effect on Tenant’s sales and business volume at the Demised Property, then, in the case of a reduction in value as described in the foregoing clause “(a)”, Landlord shall have the right to prosecute terminate this Lease as to such Demised Property, and in the case of a resulting inability to use the Demised Property or the likelihood of a material adverse effect on Tenant’s business at the Demised Property as described in the foregoing clause “(b)”, either Landlord or Tenant shall have the right to terminate this Lease as to such Demised Property (but, in either case, not as to any other Demised Property), in each case, as of the date that title to the applicable Demised Property, or portion thereof, actually transfers to the applicable authority. Section 12.03 Tenant agrees that Landlord has the right in its sole discretion, and at Tenant’s sole cost and expense, to oppose any proposed taking regarding any Demised Property. The parties hereto agree to cooperate in applying for and in prosecuting any claim for an any taking regarding any Demised Property and further agree that the aggregate net award based upon its leasehold interest shall be distributed as follows: (a) Landlord shall be entitled to the entire award for such taking, without impairing the condemned Demised Property; and (b) Tenant shall be entitled to any rights of LANDLORD award that may be made for the taking of Tenant’s inventory and personal property, or injury costs related to the reversion. In the event removal and relocation of Tenant’s inventory and personal property, provided that a part none of the demised premises foregoing reduces Landlord’s award. Section 12.04 Except in the case of a termination of this Lease with respect to a Demised Property as described in Section 12.02, in the case of a taking of any portion of any Demised Property, Tenant at its own expense shall proceed with diligence (subject to reasonable time periods for purposes of adjustment of any award and unavoidable delays) to repair or reconstruct (or cause to be repaired and reconstructed) the affected Improvements to a complete architectural unit, and all such Restoration Work shall be taken or condemned that (a) performed in accordance with the part so taken includes the building on the demised premises standards and requirements for Alterations set forth in Article 6. Section 12.05 In case of a taking of all or any part thereof or (b) portion of any Demised Property, the part so taken Base Rent payable hereunder shall remove from be reduced by the premises 20% or more product of the front depth of the parking areas thereofLandlord Award Amount regarding such taking, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required multiplied by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by [***]1. Section 12.06 Notwithstanding any other provision of this LeaseArticle 12, may as an alternative any compensation for a temporary taking shall be payable to Tenant without participation by Landlord, except to the proportionate extent such termination of this Lease elect to purchase temporary taking extends beyond the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part end of the demised premises Lease Term, and there shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations abatement of Rent as a result of any temporary taking affecting any of the improvements on Demised Properties. 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the demised premises for Securities and Exchange Commission pursuant to Rule 24b-2 under the purpose Securities and Exchange Act of restoring the same to an economic architectural unit1934, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoamended.

Eminent Domain. If In the whole, or any part event the whole of the demised premises Premises, the Building or the Project shall be taken under the power of eminent domain, or condemned by sold to prevent the exercise thereof (collectively, a “Taking”), this Lease shall automatically terminate as of the 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 competent authority for any public use or purpose during time within sixty (60) days following the term date of such Taking. For purposes of this Lease. TENANT reserves , the unto itself date of Taking shall be the right to prosecute its claim for an award based upon its leasehold interest for earlier of the date of transfer of title resulting from such taking, without impairing any rights Taking or the date of LANDLORD for the taking transfer of or injury to the reversionpossession resulting from such Taking. In the event that a part portion of the demised premises shall be taken or condemned that (a) the part Premises is so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionis not terminated, then and in either such event the LANDLORD Landlord shall, with reasonable promptnessdiligence, make necessary repairs use commercially reasonable efforts to and alterations of the improvements on the demised premises for the purpose of restoring the same proceed to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, restore (to the extent that may have been necessary permitted by such condemnationLaw and covenants, subject 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 pro-rata reduction in rentalcomplete, functioning unit. Any dispute resulting from Section 9.3 In such case, the Basic Annual Rent shall 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 and Tenant shall continue to perform each of its obligations under this Lease; in such case, Tenant shall be submitted entitled to receive the entire award allocable to the American Arbitration Societytemporary Taking of the Premises. Except as provided herein, whose decision 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 binding on entitled to receive the parties heretoentire 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, fixtures, above standard tenant improvements of Tenant or for relocation or moving 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.

Eminent Domain. If, prior to the Closing Date, any Seller receives notice that any portion of one of its Properties (or access or other material rights in connection therewith) as would, in Purchaser’s reasonable judgment, materially adversely affect the operation of such Property or uses of such Property is, or has been threatened in writing by a governmental authority of competent jurisdiction, to be taken by condemnation or eminent domain, such Seller shall promptly notify Purchaser, and at the election of Purchaser this Agreement shall, upon the giving of Notice of such event or of the condemning authorities’ intention so to take such Property, terminate with respect only to the impacted Property, provided the impacted Property is not one of the Necessary Properties, but the Closing shall proceed with respect to the remaining Properties (with the Purchase Price reduced by the Allocated Purchase Price of the impacted Property). If the wholeimpacted Property is a Necessary Property, Purchaser shall have the option of terminating this Agreement with respect to all Properties. If Purchaser does not elect to terminate this Agreement prior to the Closing Date, on the Closing Date all of the proceeds of any award or payment made or to be made by reason of such taking shall be assigned by such Seller to Purchaser, and any money theretofore received by such Seller in connection with such taking shall be paid over to Purchaser, whereupon Purchaser shall pay the Purchase Price without abatement by reason of such taking. Such Seller shall not settle, agree to, or accept any part award or payment in connection with a taking of less than all of the demised premises Property without obtaining Purchaser’s prior written consent in each case, which consent shall not be taken unreasonably withheld or condemned by any competent authority for any public use delayed. As used in this Section, “material rights” or purpose during the term of this Lease. TENANT reserves the unto itself the right “materially adversely affect” means, with respect to prosecute its claim for an award based upon its leasehold interest for such takinga Property, without impairing any rights of LANDLORD for the a taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned condemnation that (a) the part so taken includes the building on the demised premises would reduce available parking below that required by, or in general cause a violation of, any Legal Requirements or any part thereof or Permitted Exceptions, (b) would restrict or impede access to the part so taken shall remove from Property, (c) would materially impair the premises 20% or more ability to operate the Property as a medical office building, (d) would result in a condemnation award reasonably estimated to exceed five percent (5%) of the front depth of the parking areas thereofsuch Property’s Allocated Amount, or (ce) would result in a condemnation award that, when combined with the part so taken shall consist amount of 25% all other condemnation awards for takings or more condemnations affecting any of the total parking areaother Properties, or would reasonably be estimated to exceed two and one-half percent (d2.5%) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoPurchase Price.

Eminent Domain. (a) If the whole, or any part portion of the demised premises Premises shall be taken by right of eminent domain or condemned by shall be conveyed in lieu of any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights which shall render the Premises untenantable, then this Lease, at the option of LANDLORD for the taking of either Landlord or injury Tenant exercised by either party giving written notice to the reversion. In the event that a part other of the demised premises shall be taken or condemned that such termination within thirty (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (6030) days after such taking or conveyance, shall forthwith cease and terminate and the Base Rent and all other sums payable hereunder shall be duly apportioned as of the date when of such taking or conveyance. Tenant thereupon shall surrender to Landlord the Premises and all interest therein under this Lease, and Landlord may re-enter and take possession of the premises shall be required by Premises and remove Tenant therefrom. If neither party exercises the condemning authority elect option to terminate this Lease, Landlord shall make an equitable adjustment of the Base Rent payable by Tenant for the tenantable portion of the Premises. (b) In the event of any taking or if conveyance described above, Landlord shall receive the entire award or consideration for the lands and improvements so taken and Tenant hereby waives all claims against Landlord and assigns to Landlord all claims against the condemnor for or on account of or incident to such taking or conveyance, except that Tenant may separately claim and recover from the condemnor, the value of any option personal property of Tenant which Tenant was entitled to purchase the premises is conferred upon the TENANT by any other provision of remove pursuant to this Lease, may as an alternative to such termination well as compensation for loss of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionleasehold estate, then and in either such event the LANDLORD shallleasehold improvements done and paid for by Tenant without contribution from Landlord, with reasonable promptness, make necessary repairs to relocation expenses and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretolost profits.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion22.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes whole of the building on the demised premises or any part thereof Premises or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant's use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the parking areas thereofright of appropriation, condemnation or eminent domain, or (c) the part so taken shall consist of 25% sold to prevent such taking, Tenant or more Landlord may terminate this Lease effective as of the total parking areadate possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 22.2. In the event of a partial taking of the Premises for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (d) eminent domain, or sole to prevent such partial taking shall result in cutting off direct access from the demised premises taking, then, without regard to whether any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession portion of the premises shall be required Premises occupied by the condemning authority Tenant was so taken, Landlord may elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord's sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting space for the Permitted Use. 22.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant's personal property that was installed at Tenant's expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 22.4. In If, upon any taking of the nature described in this Section, this Lease continues in effect, then Landlord shall promptly proceed to restore the Premises to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 22.5. This Section 22 sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If 24.1 In the wholeevent the whole of the Premises, or any such part of the demised premises thereof as shall substantially interfere with Tenant’s use and occupancy thereof, shall be taken or condemned by any competent authority for any public use or quasi-public purpose during the term by any lawful power or authority by exercise of this Lease. TENANT reserves the unto itself the right of appropriation, condemnation or eminent domain, or sold to prosecute its claim for an award based upon its leasehold interest for prevent such taking, without impairing any rights Tenant or Landlord may terminate this Lease effective as of LANDLORD for the taking of or injury date possession is required to the reversion. be surrendered to said authority. 24.2 In the event that of a part partial taking of the demised premises Building or the Project, or of drives, walkways or parking areas serving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or eminent domain, or sold to prevent such taking, then, without regard to whether any portion of the Premises occupied by Tenant was so taken, Landlord may elect to terminate this Lease as of such taking if such taking is, in Landlord’s reasonable opinion, of a material nature such as to make it uneconomical to continue use of the unappropriated portion for purposes of renting office or laboratory space. 24.3 Tenant shall be taken or condemned entitled to any award that is specifically awarded as compensation for (a) the part so taken includes the building on the demised premises or any part thereof or taking of Tenant’s personal property that was installed solely at Tenant’s expense and (b) the part so taken costs of Tenant moving to a new location. Except as set forth in the previous sentence, any award for such taking shall remove from be the premises 20% or more property of Landlord. 24.4 If, upon any taking of the front depth of nature described in this Article 24, this Lease continues in effect, then Landlord shall promptly proceed to restore the parking areas thereofPremises, or (c) the part so taken shall consist of 25% or more of Building and the total parking areaProject, or (d) as applicable, to substantially their same condition prior to such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary such restoration is feasible, as determined by such condemnation, subject to a pro-rata reduction Landlord in rentalits sole and absolute discretion. Any dispute resulting from Section 9.3 of this Lease The Rent shall be submitted decreased proportionately to reflect the American Arbitration Society, whose decision shall be binding on loss of any portion of the parties heretoPremises no longer available to Tenant.

Eminent Domain. If the whole, whole or any part of the demised premises Leased Premises shall be taken or condemned by any competent authority for any public or quasi-public use under any statute or purpose during the term by right of this Lease. TENANT eminent domain or by private purchase in lieu thereof, Tenant reserves the unto itself the right to prosecute its claim for an award based upon injury caused to its leasehold interest for by such taking, without impairing any rights of LANDLORD Landlord for the taking of or injury to the reversion. In the event that a part of the demised premises Leased Premises shall be so taken or condemned that (a) the part so taken includes the building or Premises on the demised premises Leased Premises or any part thereof or (b) the part so taken shall remove from the premises 20% ten percent(10%) or more of the front from depth of the parking areas thereof, Leased Premises or (c) the that part so taken shall consist of twenty-five percent (25% %) or more of the total parking area, Premises or (d) such partial taking part so taken shall result in cutting off direct access from the demised premises Leased Premises to any adjacent public street or highwayhighway or (e) such taking makes the carrying on of Tenant's business impractical, then then, and in any such event, the TENANT Tenant may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises Leased Premises shall be required by the condemning taking authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT Tenant shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises Leased Premises shall be taken or condemned under circumstances under which the TENANT Tenant will have no such option, then and in either such event the LANDLORD Landlord shall, at its own cost and expense and with reasonable promptness, make necessary repairs to and alterations restore the remaining portion of the Leased Premises to the extent necessary to reconstitute the improvements on the demised premises for the purpose of restoring the same to an economic thereon as a complete architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, taking and the Rent payable under the provisions of the lease shall be equitably reduced according to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction decrease in rental. Any dispute resulting from Section 9.3 the utility of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on Leased Premises for Tenant's intended use and the parties heretoeffect thereof upon the business of Tenant.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion22.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes whole of the building on the demised premises or any part thereof Premises or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant's use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the parking areas thereofright of appropriation, condemnation or eminent domain, or (c) the part so taken shall consist of 25% sold to prevent such taking, Tenant or more Landlord may terminate this Lease effective as of the total parking areadate possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 22.2. In the event of a partial taking of the Premises for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (d) eminent domain, or sole to prevent such partial taking shall result in cutting off direct access from the demised premises taking, then, without regard to whether any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession portion of the premises shall be required Premises occupied by the condemning authority Tenant was so taken, Landlord may elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting space for the Permitted Use. 22.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant's personal property that was installed at Tenant's expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 22.4. In If, upon any taking of the nature described in this Section, this Lease continues in effect, then Landlord shall promptly proceed to restore the Premises to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 22.5. This Section 22 sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion22.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes whole of the building on the demised premises or any part thereof Premises or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant's use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the parking areas thereofright of appropriation, condemnation or eminent domain, or (c) the part so taken shall consist of 25% sold to prevent such taking, Tenant or more Landlord may terminate this Lease effective as of the total parking areadate possession is required to be surrendered to such authority, or except with regard to (dy) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either items occurring prior to or within a period of sixty the taking and (60z) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof. 22.2. Tenant shall be entitled to purchase any award that is specifically awarded as compensation for (a) the demised premises taking of Tenant's personal property that was installed at Tenant's expense, including but not limited to any property listed in accordance with Exhibit B attached hereto, and (b) the costs of Tenant moving to a new location. Except as set forth in the previous sentence, any award for such purpose optiontaking shall be the property of Landlord, except to the extent such taking is a temporary taking and this Lease does not terminate, in which case the entire such award shall be the property of Tenant, net of any costs incurred by Landlord to restore the Premises pursuant to Section 22.3 or to obtain such award, for which Landlord shall be entitled to be reimbursed prior to remitting the balance of such award to Tenant. 22.3. In If, upon any taking of the nature described in this Section, this Lease continues in effect, then Landlord shall promptly proceed to restore the Premises to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 22.4. This Section 22 sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease or to purchase the premises or in the event that as a part result of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such any governmental taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If the wholeleased premises, or any part thereof or the whole or any part of the demised premises building of which they are a part, shall be taken or condemned by any competent authority for any purpose by exercise of the power of eminent domain or condemnation, or by action of the city or other authorities or shall receive any direct or consequential damage for which the Lessor or Lessee shall be entitled to compensation by reason of anything lawfully done in pursuance of any public use authority after the execution hereof and during said term, or purpose during any extension or renewal thereof then at the option of either the Lessor or the Lessee, this lease and said term shall terminate and such option may be exercised in the case of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for any such taking, without impairing any rights of LANDLORD for notwithstanding the taking of or injury to the reversion. In the event that a part entire interest of the demised premises Lessor and the Lessee may have been divested by such taking. Said option to terminate shall be taken exercised by either the Lessor or condemned that the Lessee, by giving a written notice of exercise of such option to terminate in the manner described in Section 18 of this lease, Said option to terminate shall not be exercised by either party (a) earlier than the part effective date of taking nor (b) later than thirty (30) days after the effective date of taking. The mailing of the notice of exercise as set forth hereinabove shall be deemed to be the exercise of said option; and upon the giving of such notice, this lease shall be terminated as of the date of the taking. If this lease and said term are not so taken includes terminated, then in case of any such taking or destruction of or damage to the building on leased premises, rendering the demised premises same or any part thereof or (b) the part so taken shall remove from the premises 20% or more unfit for use and occupation, a just proportion of the front depth rent hereinbefore reserved, according to the nature and extent of the parking areas thereofdamage to the leased premises, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Leasesuspended or abated until, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part case of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, what may remain of the leased premises, shall have been put in proper condition for use and occupation. The Lessee hereby assigns to the extent Lessor any and all claims and demands for damages on account of any such taking or for compensation for anything lawfully done in pursuance of any public authority, and covenants with the Lessor that may have been necessary by such condemnation, subject the Lessee will from time to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted time execute and deliver to the American Arbitration SocietyLessor such further instruments of assignment of any such claims and demands as the Lessor shall request, whose decision shall be binding on provided however that the parties heretoLessee does not assign to the Lessor any claim based upon ▇▇▇▇▇▇'s personal property or other improvements installed by Lessee with Lessor's written permission.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. 25.1 In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2 In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3 To the extent permitted under all applicable Loan Documents or otherwise consented to by any and all Lenders whose consent is required thereunder, Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4 If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. In To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. Notwithstanding anything to the contrary contained in this Article, Landlord shall not be required to restore the Affected Areas to the extent that Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder withholds its consent. 25.5 This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option taking by condemnation or eminent domain. Accordingly, the parties hereby waive the provisions of California Code of Civil Procedure Sections 1230.010 and 1265.130 (and any successor statutes) permitting the parties to terminate this Lease as a result of any taking by condemnation or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoeminent domain.

Eminent Domain. If the wholeleased Premises, or any part thereof, or the whole or any part of the demised premises Property of which they are a part, shall be taken or condemned by any competent authority for any purpose by exercise of the power of eminent domain or condemnation, or by action of the city or other authorities or shall receive any direct or consequential damage for which the Lessor or Lessee shall be entitled to compensation by reason of anything lawfully done in pursuance of any public use or purpose authority after the execution hereof and during the Lease Term, or any extension of renewal thereof, then at the option of either the Lessor or the Lessee, this Lease and said term shall terminate and such option may be exercised in the case of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for any such taking, without impairing any rights of LANDLORD for notwithstanding the taking of or injury to the reversion. In the event that a part entire interest of the demised premises Lessor and the Lessee may have been divested by such taking. Said option to terminate shall be taken exercised by either the Lessor or condemned that the Lessee, by giving a written notice of exercise of such option to terminate in accordance with the notice provisions of this Lease set forth below. Said option to terminate shall not be exercised by either party (a) earlier than the part effective date of taking, nor (b) later than thirty (30) days after the effective date of taking. If this Lease and said term are not so taken includes terminated, then in case of any such taking or destruction of or damage to the building on leased Premises, rendering the demised premises same or any part thereof or (b) the part so taken shall remove from the premises 20% or more unfit for use and occupation, a just proportion of the front depth rent hereinbefore reserved, according to the nature and extent of the parking areas thereofdamage to the leased Premises, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Leasesuspended or abated until, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part case of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, what may remain of the leased Premises, shall have been put in proper condition for use and occupation. The Lessee hereby assigns to the extent Lessor any and all claims and demands for damages on account of any such taking or for compensation for anything lawfully done in pursuance of any public authority, and covenants with the Lessor that may have been necessary by such condemnation, subject the Lessee will from time to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted time execute and deliver to the American Arbitration SocietyLessor such further instruments of assignment of any such claims and demands as the Lessor shall request, whose decision shall be binding on provided however that the parties heretoLessee does not assign to the Lessor any claims based upon ▇▇▇▇▇▇'s personal property or other improvements installed by Lessee with Lessor's written permission.

Eminent Domain. If the whole, whole or any part of the demised premises shall be taken acquired or condemned by any competent authority Eminent Domain for any public or quasi public use or purpose during purpose, then and in that event, the term of this Leaselease shall cease and terminate from the date of title vesting in such proceeding and Tenant shall have no claim for the value of any unexpired term of said lease. TENANT reserves the unto itself Tenant shall have the right to prosecute its make an independent claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD to the condemning authority for the taking value of or injury Tenant’s moving expenses and personal property, trade fixtures and equipment, provided Tenant is entitled pursuant to the reversion. In the event that a part terms of the demised premises lease to remove such property, trade fixtures and equipment at the end of the term, and provided further such claim does not reduce Owner’s award. Assignment, Mortgage, Etc.: 11. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall be taken not assign, mortgage or condemned that (a) the part so taken includes the building on encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof or (b) to be used by others, without the part so taken shall remove from the premises 20% or more prior written consent of Owner in each instance. Transfer of the front depth majority of the parking areas thereofstock of a corporate Tenant or the majority interest in any partnership or other legal entity which is Tenant shall be deemed an assignment. If this lease be assigned, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained .The consent by Owner to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Owner to any adjacent public street further assignment or highwayunderletting. Electric Current: 12. Rates and conditions in respect to submetering or rent inclusion, then as the case may be, to be added in RIDER attached hereto. Tenant covenants and agrees that at all times its use of electric current shall not exceed the capacity of existing feeders to the building or the risers or wiring installation, and Tenant may not use any electrical equipment which, in any Owner’s opinion, reasonably exercised, will overload such event, installations or interfere with the TENANT may use thereof by other tenants of the building. The change at any time either prior to or within a period of sixty (60) days after the date when possession of the premises character of electric service shall in no way make Owner liable or responsible to Tenant, for any loss, damages or expenses which Tenant may sustain. Access to Premises: 13. Owner or Owner’s agents shall have the right (but shall not be required by the condemning authority elect obligated) to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase enter the demised premises in accordance with any emergency at any time, and, at other reasonable times, to examine the same and to make such purpose option. In repairs, replacements and improvements as Owner may deem necessary and reasonably desirable to any portion of the event that TENANT shall fail building, or which Owner may elect to exercise any such option to terminate this Lease or to purchase the premises or perform in the event that a part of the demised premises shall be taken after Tenant’s failure to make repairs, or condemned perform any work which Tenant is obligated to perform under circumstances under which the TENANT will have no such optionthis lease, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises or for the purpose of restoring complying with laws, regulations and other directions of governmental authorities. Tenant shall permit Owner to use, maintain and replace pipes, ducts, and conduits in and through the demised premises, and to erect new pipes, and conduits therein provided, wherever possible, that they are within walls or otherwise concealed. Owner may, during the progress of any work in the demised premises, take all necessary materials and equipment into said premises without the same constituting an eviction, nor shall Tenant be entitled to any abatement of rent while such work is in progress, nor to any damages by reason of loss or interruption of business or otherwise. Throughout the term hereof Owner shall have the right to enter the demised premises at reasonable hours for the purpose of showing the same to an economic architectural unit, susceptible to prospective purchasers or mortgagees of the building and during the last six (6) months of the term for the purpose of showing the same use as that to prospective tenants, and may, during said six (6) months period, place upon the demised premises the usual notices “To Let” and “For Sale” which was notices Tenant shall permit to remain thereon without molestation. lf Tenant is not present to open and permit an entry into the demised premises, Owner or Owner’s agents may enter the same whenever such entry may be necessary or permissible by master key or forcibly, and provided reasonable care is exercised to safeguard Tenant’s property, such entry shall not render Owner or its agents liable therefore, nor in any event shall the obligations of Tenant hereunder be affected. If during the last month of the term Tenant shall have removed all or substantially all of Tenant’s property therefrom, Owner may immediately enter, alter, renovate or redecorate the demised premises without limitation or abatement of rent or incurring liability to Tenant for any compensation, and such act shall have no effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of on this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretolease or Tenant’s obligation hereunder.

Eminent Domain. (a) If the whole, all or any part of the demised premises Demised Premises shall be taken or condemned by any competent authority for any public or quasi-public use by virtue of the exercise of the power of eminent domain or by private purchase in lieu thereof, this Lease shall terminate as to the 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 Demised Premises by written notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be either (i) that more than fifteen percent (15%) of the Demised Premises was taken or (ii) that the portion of the Demised Premises taken shall be of such extent and nature as substantially to handicap, impede or impair, in Tenant's reasonable opinion, Tenant's use of the balance of the Demised Premises or (iii) that more than fifteen percent (15%) of the parking spaces for the Building were taken, unless within thirty (30) days after the date of such Taking Landlord shall notify Tenant of its intention to replace the parking spaces, and such replacement is provided within one hundred fifty (150) days of such notice. 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 during 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 33, 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 33, 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 not be required to expend more than the net proceeds of the condemnation 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 Tenant, and 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). In no event shall Tenant have or assert a claim for the value of any unexpired term of this Lease. TENANT reserves Subject to the unto itself the right foregoing provisions of this subparagraph (d), Tenant hereby assigns to prosecute Landlord any and all of its claim for an award based upon its leasehold right, title and interest for in or to any compensation awarded or paid as a result of any such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. (a) If the whole, all or any part of the demised premises Premises shall be taken or condemned by any competent authority for any public or quasi-public use by virtue of the exercise of the power of eminent domain or by private purchase in lieu thereof, this Lease shall terminate as to the 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 written notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises taken shall be of such extent and nature as substantially to impair Tenant’s use of the balance of the 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 during 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 23, 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 an allowance provided by Landlord), or for loss of business, moving expenses or other consequential damages, in accordance with subparagraph (d) below, provided, however, that no such claim shall diminish or adversely affect Landlord’s award. (c) If there is a partial taking of the Building and this Lease is not thereupon terminated under the provisions of this Article 23, 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 not be required to expend more than the net proceeds of the condemnation award which are paid to Landlord. (d) All compensation awarded or paid to Landlord upon a total or partial taking of the 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 T▇▇▇▇▇, and for the unamortized cost of leasehold improvements to the extent same were installed at Tenant’s expense, 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 Lease. TENANT reserves Subject to the unto itself the right foregoing provisions of this subparagraph (d), Tenant hereby assigns to prosecute Landlord any and all of its claim for an award based upon its leasehold right, title and interest for in or to any compensation awarded or paid as a result of any such taking, without impairing any rights of LANDLORD for the taking of or injury . (e) Notwithstanding anything to the reversioncontrary contained in this Article 23, if, during the Lease Term, the use or occupancy of any part of the Building or the 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 T▇▇▇▇▇ during the Lease Term. In the event of any such temporary appropriation or taking, Tenant shall be entitled to receive that a part portion of any award which represents compensation for the loss of use or occupancy of the demised premises Premises during the Lease Term, and Landlord shall be taken entitled to receive that portion of any award which represents the cost of restoration and compensation for the loss of use or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more occupancy of the front depth Premises after the end of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoTerm.

Eminent Domain. If In the wholeevent that the premises or any part thereof shall at any time after the execution of this Lease be taken for public or quasi public use in condemnation proceedings or by exercise of any right of eminent domain, or if following the adoption of any resolution, ordinance or other law expressing an intent by any public authority to appropriate or authorize the acquisition of the whole or any part of the demised premises, Lessor and such public authority shall agree upon a purchase of the subject premises by the public authority (all such proceedings being collectively referred to herein as a "taking"), the Lessee shall not be entitled to claim, or have paid to the Lessee any compensation or damages whatsoever for or on account of any loss, injury, damage, or taking of any right, interest or estate of the Lessee and Lessee hereby relinquishes to Lessor any rights to any such damages but the Lessor shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right entitled to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD and have paid to it for the use and benefit of the Lessor all compensation and/or damages for and/or on account of and/or arising out of such taking and/or condemnation without deduction from the amount thereof for or on account of any right, title, interest or estate of the Lessee in or to said property. In case of any such taking referred to in this Article then if and when there is taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove which prevents Lessee from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may conducting its business as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately it had been conducted prior to such taking, then either the Lessor or the Lessee may cancel and terminate this Lease as to the extent that may have been necessary whole of the premises by giving notice to the other party within thirty (30) days after such condemnation, subject taking of such intention to a pro-rata reduction in rentalterminate. Any dispute resulting from Section 9.3 of If this Lease is not terminated as above provided for following any said takings, then the Lessor shall be submitted to repair the American Arbitration Society, whose decision shall be binding on the parties heretopremises at its sole expense.

Eminent Domain. (a) If the whole, any or any part all of the demised premises Premises are taken by the exercise of any power of eminent domain or are conveyed to or at the direction of any governmental entity under a threat of any such taking (each of which is hereinafter referred to as a ‘Condemnation”), Landlord, subject to subparagraph (c) below shall be taken entitled to collect from the condemning authority thereunder the entire amount of any award made in any such proceeding or condemned by any competent authority as consideration for such deed, without deduction therefrom for any public use leasehold or purpose during the term other estate held by Tenant by virtue of this Lease. TENANT reserves the unto itself the . (b) Tenant, subject to subparagraph (c) below hereby (i) assigns to Landlord all of Tenant’s right, title and interest, if any, in and to any such award, (ii) waives any right which it may otherwise have in connection with such Condemnation, against Landlord or such condemning authority, to prosecute its claim any payment for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes value of the building on then unexpired portion of the demised premises or any part thereof or Term, (b) leasehold damages (except the part so taken shall remove from the premises 20% unamortized portion of any improvements paid for by Tenant and title to which is retained by Tenant, provided such amount does not diminish and/or delay any award or more payment which Landlord would otherwise receive as a result of the front depth of the parking areas thereofsuch condemnation), or and (c) the part so taken shall consist of 25% any damage to or more diminution of the total parking area, value of Tenant’s leasehold interest hereunder or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession portion of the premises shall Premises not covered by such Condemnation; and (iii) agrees to execute any and all further documents which may be required by in order to facilitate the condemning authority elect to terminate this Lease, or if Landlord’s collection of any option to purchase and all such awards. (c) Notwithstanding the premises is conferred upon the TENANT by any other provision foregoing provisions of this LeaseParagraph, Tenant may as an alternative seek a separate award pursuant to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part Section 25-46.21: 1 of the demised premises shall be taken Code of Virginia, as amended, so long as such separate award in no way diminishes and/or delays any award or condemned under circumstances under payment which the TENANT will have no Landlord would otherwise receive as a result of such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoCondemnation.

Eminent Domain. If If, prior to the wholeClosing Date, any Seller receives notice that a material portion of one of its Properties (or access or other material rights in connection therewith) as would, in Purchaser’s reasonable judgment, materially adversely affect the operation of such Property or uses of such Property is, or any part has been threatened in writing by a governmental authority of competent jurisdiction, to be taken by condemnation or eminent domain, such Seller shall promptly notify Purchaser, and at the election of Purchaser this Agreement shall, upon the giving of Notice of such event or of the demised premises condemning authorities’ intention so to take such Property, either (i) terminate with respect only to the impacted Property, but the Closing shall proceed with respect to the remaining Properties (with the Purchase Price reduced by the Allocated Purchase Price of the impacted Property) or (ii) terminate in its entirety. If Purchaser does not elect to terminate this Agreement prior to the Closing Date, on the Closing Date all of the proceeds of any award or payment made or to be made by reason of such taking shall be taken or condemned assigned by such Seller to Purchaser, and any competent authority for any public use or purpose during money theretofore received by such Seller in connection with such taking shall be paid over to Purchaser, whereupon Purchaser shall pay the term Purchase Price without abatement by reason of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking. Such Seller shall not settle, without impairing agree to, or accept any rights of LANDLORD for the award or payment in connection with a taking of or injury to the reversion. In the event that a part less than all of the demised premises Property without obtaining Purchaser’s prior written consent in each case, which consent shall not be taken unreasonably withheld or condemned delayed. As used in this Section, “material portion,” “material rights” or “materially adversely affect” means, with respect to a Property, a taking or condemnation that (a) the part so taken includes the building on the demised premises would reduce available parking below that required by, or in general cause a violation of, any Legal Requirements or any part thereof or Permitted Exceptions, (b) the part so taken shall remove from the premises 20% or more would result in a condemnation award reasonably estimated to exceed ten percent (10%) of the front depth of the parking areas thereofsuch Property’s Allocated Amount, or (c) would result in a condemnation award that, when combined with the part so taken shall consist amount of 25% all other condemnation awards for takings or more condemnations affecting any of the total parking areaother Properties, or would reasonably be estimated to exceed two and one-half percent (2.5%) of the Purchase Price, (d) such partial taking shall result in cutting off direct would impair reasonable access from to the demised premises Property without comparable substitute access acceptable to Purchaser being available or (e) would give any adjacent public street or highway, then and in any such event, Required Tenant the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect right to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT its Lease (which right has not then been waived in writing by any other provision of this Lease, may as an alternative to all such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoRequired Tenants).

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. , TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If In the wholeevent the Premises, the Building or any part of the demised premises thereof shall be taken or condemned for public purposes by any competent authority authority, except as otherwise provided herein, the entire compensation awarded therefor shall belong to the Landlord, without any deduction therefrom for any public use present or purpose during future estate of Tenant; provided; however, that in the term event more than twenty (20%) percent of this Lease. TENANT reserves the unto itself Premises shall be so taken or condemned, then either the right to prosecute its claim for an award based Landlord or Tenant shall have the option of terminating the Lease upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury giving to the reversion. In the event that a part other written notice of the demised premises shall be taken or condemned that such election within thirty (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (6030) days after the date when possession of the premises shall be required part condemned has been taken by proper authorities, whereupon the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 Term of this Lease shall be submitted terminated as of the date on which possession is so taken. If neither Landlord nor Tenant so elects to terminate the Lease, then Landlord at its own expense shall repair and restore the Premises not affected by the taking to its former condition as the circumstances will permit so that the remaining premises constitute a complete architectural unit. If the award is insufficient to pay for the restoration, Landlord shall be responsible for the remaining cost and expense of such restoration, provided, however, that Landlord shall in no event be required to expend any of its own funds for repairs or alterations which constitute Tenant’s Alterations, Tenant’s Removable Trade Fixtures, and Tenant’s fixtures. During any period of time that, by reason of such taking or condemnation, there is any material interference with access to the American Arbitration SocietyPremises, whose decision there shall be binding on a fair and equitable abatement of the parties heretorent payable hereunder, taking into account the extent to which Tenant’s operations may thereby be interfered with. Tenant shall have the right to make any claims allowed by the laws of the State of Florida against the condemning authority for the following: (a) the value or cost of its fixtures, equipment and other personalty; (b) its relocation expenses; and (c) the cost of any leasehold improvements made by Tenant in and to the Premises less the amount of the Tenant Improvement Allowance. Notwithstanding anything to the contrary set forth in this Section 16, in the event only one award is given, then Tenant shall have the right to share in such award relative to the aforesaid claims.

Eminent Domain. If (a) In case the wholewhole of the Premises, or such part thereof as shall substantially interfere with Tenant's use and occupancy thereof, shall be taken by any lawful power or authority by exercise of the right of eminent domain, or sold to prevent such taking or threat of such taking, either Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority. Except as provided herein, Tenant shall not because of such taking 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 event the amount of property or the type of estate taken shall not substantially interfere with Tenant's use of the Premises, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant. In such event, Landlord shall promptly proceed to restore the Premises to substantially their condition prior to such partial taking, and a proportionate allowance shall be made to Tenant for the rent corresponding to the time during which, and to the part of the Premises of which, Tenant shall be so deprived on account of such taking and restoration. Any such rental abatement shall not defeat or diminish Landlord's rights to recover upon any rental interruption insurance maintained by Landlord pursuant to Paragraph 20. Nothing contained in this Paragraph 15(a) shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the taking authority for, the taking of personal property and fixtures belonging to Tenant or for relocation or business interruption expenses recoverable from the taking authority. Landlord may, without any obligation to Tenant, agree to sell and/or convey to any taking authority the Premises, the Building, the Project or any portion thereof sought by such taking authority, free from this Lease and the rights of Tenant hereunder, without first requiring that any action or proceeding be instituted or pursued to judgment. (b) In the event of a temporary taking of the Premises or any part of the demised premises Premises and/or of Tenant's rights to the Premises or under this Lease, this Lease shall be taken not terminate, nor shall Tenant have the right to any abatement of rent or condemned by of any competent authority for any public use or purpose during the term of other payments owed to Landlord pursuant to this Lease. TENANT reserves the unto itself the right Any award made to prosecute its claim for an award based upon its leasehold interest for Tenant by reason of such taking, without impairing any rights of LANDLORD for the temporary taking of or injury shall belong entirely to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or Tenant. (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises This Paragraph 15 shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or Tenant's sole and exclusive remedy in the event that of a part taking or condemnation. Tenant hereby waives the benefit of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations California Code of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Civil Procedure Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto1265.

Eminent Domain. If the whole, Demised Premises or the Building (or any part portion of the demised premises Building, the loss of which would require reconfiguration or restoration of the Building which Landlord reasonably estimates will cost in excess of 25% of the current replacement cost of the Building) shall be taken or condemned by any competent authority for any public or quasi-public use or purpose during purpose, Landlord or Tenant shall have the term right, exercisable at its sole direction, to cancel the Lease upon not less than sixty (60) days’ notice prior to the date of this Leasecancellation designated in the notice. TENANT reserves the unto itself No money or other consideration shall be payable by Landlord to Tenant for the right of cancellation and Tenant shall have no right to prosecute its claim share in the condemnation award or in any judgment for an award based upon its leasehold interest damages caused by such taking or condemnation (except for Tenant’s relocation expenses and any unamortized costs of tenant improvements that have been paid for by Tenant, in each instance specifically so designated by the court or authority having jurisdiction over the matter). If any such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (ai) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of renders 25% or more of the total Building untenantable (or prohibits reasonable access to the Building or renders the parking area, at the Demised Premises non-compliant with applicable zoning laws) or (dii) renders general Building systems inoperable and such partial taking shall result systems cannot be repaired in cutting off direct access Landlord’s reasonable estimate within six (6) months from the demised premises date of such taking or (iii) occurs within the last year of the Term, Landlord or Tenant shall have the right to any adjacent public street or highway, then and in any terminate this Lease as of the date of such event, taking upon written notice given to the TENANT may other at any time either prior to or within a period of sixty one hundred twenty (60120) days after the date when possession of such taking. If this Lease is not terminated and canceled because of any such taking or appropriation, Landlord shall with reasonable promptness, subject to reasonable delays for insurance adjustments and delays caused by Force Majeure, restore (to the premises extent insurance proceeds are available therefor) the Demised Premises and/or access to a condition as nearly comparable as practicable to the condition existing just before such taking or appropriation within six (6) months after such taking. Landlord shall have no liability to Tenant, and Tenant shall not be required by the condemning authority elect entitled to terminate this Lease, or if by virtue of any option to purchase delays in completion of such repairs and restoration unless such repairs are not completed within such six (6) month period, in which event Tenant shall have the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option right to terminate this the Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no if such option, then and in either repairs are not completed within such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnationsix (6) period, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease extension for Force Majeure, by notice given within 30 days after such repair period expires, which notice shall be submitted deemed withdrawn if the restoration is completed within 30 days after such notice is delivered to Landlord. Fixed Rent and Additional Rent shall ▇▇▇▇▇ on those portions of the American Arbitration SocietyDemised Premises as are, whose decision shall be binding on the parties heretofrom time to time, untenantable and, in fact, unoccupied by Tenant as a result of such taking.

Eminent Domain. If the whole, whole or any part substantial part, in Lessor’s discretion of the demised premises shall Premises should be taken or condemned by any competent authority for any public or quasi-public use under governmental law, ordinance or purpose regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking”), this Lease shall terminate and the Rent shall be abated during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision unexpired portion of this Lease, may as an alternative to such termination effective when the physical taking of this Lease elect to purchase the demised premises in accordance with such purpose optionPremises shall occur. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that If there is a Taking of less than a substantial part of the demised premises Premises, this Lease shall be taken or condemned under circumstances under which not terminate, but the TENANT will have no such option, then and in either such event Base Rent payable hereunder during the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 unexpired portion of this Lease shall be submitted reduced to such extent as may be fair and reasonable under all of the circumstances. In the event of any such Taking, Lessor and Lessee shall each be entitled to receive and retain such separate awards and/or portion of lump sum awards as may be allocated to their respective interests in any condemnation proceedings. Lessor shall be entitled to any award and all damages payable as a result of any condemnation or taking of the fee of the Premises. Lessee shall have the right to claim and recover from the condemning authority, but not from Lessor, such compensation as may be separately awarded or recoverable by Lessee in Lessee’s own right on account of any and all damage to the American Arbitration SocietyTerminal Facilities and/or Lessee’s business by reason of the condemnation, whose decision shall including loss of value of any unexpired portion of the Term, and for or on account of any cost or loss to which Lessee might be binding on put in removing Lessee’s personal property, fixtures, leasehold improvements and equipment, including, without limitation, the parties heretoTerminal Facilities, from the Premises.

Eminent Domain. If the whole, whole or any part substantial part, in Lessor’s reasonable discretion of the demised premises shall Premises should be taken or condemned by any competent authority for any public or quasi-public use under governmental law, ordinance or purpose regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking”), this Lease shall terminate and the Rent shall be abated during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision unexpired portion of this Lease, may as an alternative to such termination effective when the physical taking of this Lease elect to purchase the demised premises in accordance with such purpose optionPremises shall occur. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that If there is a Taking of less than a substantial part of the demised premises Premises, this Lease shall be taken or condemned under circumstances under which not terminate, but the TENANT will have no such option, then and in either such event Rent payable hereunder during the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 unexpired portion of this Lease shall be submitted reduced to such extent as may be fair and reasonable under all of the circumstances, including the proportion to the American Arbitration Societyreduction in utility of the Premises caused by such Taking. In the event of any such Taking, whose decision Lessor and Lessee shall each be entitled to receive and retain such separate awards and/or portion of lump sum awards as may be allocated to their respective interests in any condemnation proceedings. Lessor shall be binding entitled to any award and all damages payable as a result of any condemnation or taking of the fee of the Premises. Lessee shall have the right to claim and recover from the condemning authority, but not from Lessor, such compensation as may be separately awarded or recoverable by Lessee in Lessee’s own right on account of any and all damage to the parties heretoTank Farm Assets and/or Lessee’s business by reason of the condemnation, including loss of value of any unexpired portion of the Term, and for or on account of any cost or loss to which Lessee might be put in removing Lessee’s personal property, fixtures, leasehold improvements and equipment, including, without limitation, the Tank Farm Assets, from the Premises.

Eminent Domain. 10.1 If the whole, or any part a Taking (as defined below) of all of the demised premises Premises occurs, then this Sublease shall be taken or condemned by any competent authority for any public use or purpose during terminate as of the term date of this Leasesuch Taking. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights If a Taking of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises Premises occurs that materially impedes or interferes with access to the Premises, or materially affects the conduct of Subtenant’s business as theretofore conducted at the Premises, then Subtenant shall have the right to terminate this Sublease by giving notice of such termination to Sublandlord at any time within seventy-five (75) days after Subtenant receives notice of such Taking, which termination shall be effective immediately upon the giving of such notice. Without limiting the generality of the foregoing, any Taking of any portion of the Improvements shall automatically invoke the foregoing termination rights. 10.2 In the event of any such termination, the parties each shall be released from all obligations to the other under this Sublease, other than with respect to liabilities accrued before the date of such Taking or obligations which expressly survive the termination of this Sublease. 10.3 In the event of any such Taking, whether or not a termination results, Sublandlord and Subtenant each shall be entitled to pursue separate claims against the condemning authority in accordance with their respective interests. 10.4 If a Taking of a part of the Premises occurs that does not materially impede or interfere with access to the Premises and does not materially affect the conduct of Subtenant’s business as theretofore conducted at the Premises, then this Sublease shall continue in full force and effect, with the rent abated in the same proportion as the land area taken or condemned that bears to the total land area subject to this Sublease, in which case (a) Subtenant shall restore the part so taken includes Improvements to an architectural unit that, to the building on extent feasible under the demised premises or circumstances and to the extent of any part thereof or award received with respect to the Taking, is equivalent to the value of the improvements as they were before the Taking, and (b) the part so taken term Premises shall remove from thereafter be understood to refer only to the premises 20% or more portion of the front depth of the parking areas thereof, or (c) the part Premises not so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision appropriated. 10.5 For purposes of this LeaseSection, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.“

Eminent Domain. If 9.01 In the whole, event that the Demised Premises or any part of the demised premises thereof shall be taken in condemnation proceedings or condemned by the exercise of any competent right of eminent domain or by agreement between Landlord on the one hand and any governmental authority authorized to exercise such right on the other hand for a period in excess of the shorter of (i) one year, and (ii) the balance of the term remaining under this Lease, 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 public use estate hereby vested in or purpose owned by Tenant, to be paid out as in this Article provided and except as provided in Section 9.04 hereof. 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) At any time during the term of this Lease. TENANT reserves the unto itself the right Lease if title to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth Land shall be taken in condemnation proceedings or by the exercise of any right to eminent domain or by agreement between Landlord on the parking areas thereofone hand and any governmental authority authorized to exercise such right on the other hand, Landlord or Tenant shall have the right to terminate this Lease by written notice to the other party within 30 days after the taking. In the event a notice of termination shall be given pursuant to the immediately-preceding sentence, this Lease shall terminate and expire on the date of such taking, and the Net Rent and additional rent provided to be paid by Tenant shall be apportioned and paid to the date of such taking. (cb) At any time during the part so taken shall consist term of 25this Lease if title to the Building or 40% or more of the total parking areaLand shall be taken in condemnation proceedings or by the exercise of any right to eminent domain or by agreement between Landlord on the one hand and any governmental authority authorized to exercise such right on the other hand, this Lease shall terminate and expire on the date of such taking and the Net Rent and additional rent provided to be paid by Tenant shall be apportioned and paid to the date of such taking. 9.03 If this Lease does not terminate under Section 9.02, this Lease shall continue in full force and effect, and the Net Rent apportioned to the part taken shall be prorated and adjusted as of the date of taking, and from such date the Net Rent and additional rent shall be reduced to the amount apportioned to the remainder of the Demised Premises. 9.04 Notwithstanding the foregoing provisions of this Article and subject to the interest of any mortgagee of Landlord, Tenant shall be entitled separately to appear, claim, prove and receive in the proceedings relating to any such taking such portion of each award made therein as represents the then value of Tenant's property, if any, and/or the costs of relocating, if any are granted, provided any such award is separately payable to Tenant and the same does not reduce Landlord's or (d) any mortgagee's award. 9.05 In the event of any such partial taking shall which does not result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision termination of this Lease, may as an alternative Landlord, at its expense, shall proceed with reasonable diligence to such termination of this Lease elect to purchase repair, alter and restore the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a remaining part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs Demised Premises to and alterations of the improvements on the demised premises for the purpose of restoring substantially the same to an economic architectural unit, susceptible to the same use condition as that which it was in effect immediately prior to such taking, taking to the extent that the same may have been necessary by such condemnationbe feasible, subject so as to constitute a pro-rata reduction in rental. Any dispute resulting from tenantable Demised Premises, provided that Landlord's liability under this Section 9.3 of this Lease shall be submitted limited to the American Arbitration Society, whose decision shall be binding on net amount received by Landlord from the parties heretoaward arising out of such taking.

Eminent Domain. 11.1 If all or substantially all of the wholeProject shall be taken for any public or quasi- public use under any statute, by right of eminent domain or by transfer or purchase in lieu thereof (the “Condemnation Proceedings”), this Lease shall automatically terminate on the date title passes to or possession is taken by the taking authority, whichever occurs first. For purposes of this Section 11, “substantially all” of the Project shall be deemed taken if more than fifty (50%) of the Premises Improvements are untenantable by Residents as a result of the Condemnation Proceeding. Notwithstanding any provision of this Lease or the Master Concession Agreement to the contrary, a termination pursuant to this Section 11.1 shall not give rise to any obligation on the part of the demised premises BOR to pay any Early Termination Amount. 11.2 To the extent permitted by law, in the event of a taking in a Condemnation Proceeding which results in the termination of this Lease pursuant to Section 11.1, the BOR and the Concessionaire shall cooperate in the defense in the Condemnation Proceedings, provided that in any Condemnation Proceeding the sole legal counsel for the BOR shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part Attorney General of the demised premises State of Georgia (the “Attorney General”) or a Special Assistant Attorney General so appointed by the Attorney General (which may include counsel recommended by the Concessionaire at the Attorney General’s sole and absolute discretion). Any settlement involving the BOR must be approved in writing by the BOR and the Attorney General to be effective. The condemnation award and/or proceeds of the Condemnation Proceeding shall be taken or condemned that payable as follows: 11.2.1 the BOR shall be entitled to claim and recover from the condemning authority the fair market value of (a) the part so taken includes the building on the demised premises or any part thereof or Premises Improvements and (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereoffee estate in Premises, or as if (ci) the part so taken shall consist of 25% Premises were unimproved but encumbered by this Lease and (ii) no condemnation was pending, threatened or more of under consideration; 11.2.2 the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises Concessionaire shall be required by entitled to claim and recover from the condemning authority elect an amount equal to the value of its interest in the Premises Improvements for the remainder of the Lease Term; and 11.2.3 the balance of the award, if any, shall be paid to the BOR. 11.3 If less than substantially all of the Project is taken (a “Partial Taking”), this Lease shall remain in full force and effect; provided, however, that on the date of such Partial Taking this Lease shall terminate this Leaseas to the portion of the Project taken, which portion shall no longer be deemed part of the Project. Whether or if any option not the award for a Partial Taking is sufficient to purchase restore the premises is conferred upon Premises Improvements, the TENANT by any other provision Concessionaire shall promptly restore the Premises Improvements, to the extent reasonably practicable given the nature and scope of the Partial Taking, to their condition immediately prior to such Partial Taking in accordance with the provisions of this Lease, may the Master Concession Agreement and the Project Operating Agreement, and to a standard and quality no less than the construction of the original Improvements (the “Condemnation Restoration”). If the Partial Taking includes any of the Premises Improvements, the award shall first be applied by the Concessionaire to effect the Condemnation Restoration. The balance of the award (if any) shall be allocated between the BOR and the Concessionaire as follows: 11.3.1 the BOR shall be entitled to an alternative amount equal to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or diminution in the event that a part value of its fee estate in the Premises; 11.3.2 the Concessionaire shall be entitled to an amount equal to the diminution in the value of the demised premises Premises Improvements; and 11.3.3 the balance of the award, if any, shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible paid to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoBOR.

Eminent Domain. If the whole, any proceeding or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD action is commenced for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises Trust Estate, or any part thereof or interest therein, for public or quasi-public use under the power 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 Borrower receive any notice or other information regarding such proceeding, action, taking or damage, Borrower shall give prompt written notice thereof to Lender. Lender is entitled at its option, without regard to the adequacy of its security, to commence, appear in and prosecute in its own name any such action or proceeding. Lender is also entitled to make any compromise or settlement in its own name in connection with such taking or damage. All compensation, awards, damages, rights of action and proceeds awarded to Borrower by reason of any such taking or damage to the Premises or any part thereof or any interest therein for public or quasi-public use under the 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 Lender and Borrower agrees to execute such further assignments of the Condemnation Proceeds as Lender or Trustee 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 it in connection with any such action or proceeding, Lender 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 Lender's option, to installments of principal and interest and other charges due under the Note and other Loan Documents when the same become due and payable) provided that: (a) the taking or damage will not, in Lender'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 part so taken above conditions are met, Lender shall remove from disburse the premises 20% 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 front depth above conditions are not met, to the maximum extent not prohibited by applicable law, Lender shall apply all of the parking areas thereofCondemnation Proceeds, or (c) after deductions as herein provided, to the part so taken shall consist of 25% or more repayment of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession outstanding balance of the premises shall Note, together with all accrued interest thereon, in such order as Lender may elect, notwithstanding that said outstanding balance may not be required by the condemning authority elect to terminate this Leasedue and payable, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT and Lender will have no such option, then and in either such event further obligation to make disbursements pursuant to the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations Loan Agreement or the other Loan Documents. Application or release of the improvements on the demised premises for the purpose Condemnation Proceeds as provided herein will not cure or waive any default or notice of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior default hereunder or under any other Loan Document or invalidate any act done pursuant to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretonotice.

Eminent Domain. Section 1. If as a result of any taking by eminent domain which shall be deemed to include a voluntary conveyance in lieu of a taking the whole, or any part of total floor area remaining in the demised premises shall be taken reduced by twenty (20%) percent or condemned by any competent authority for any public use or purpose during more of the total floor area in the demised premises at the commencement of the term hereof, then at the election of either the Lessor or Lessee, exercisable by written notice given to the other within ninety (90) days after the date of the filing of the notice of such taking this Lease. TENANT reserves Lease may be terminated as of the unto itself date when the right Lessee is required to prosecute its claim for an award based upon its leasehold vacate the demised premises or the portion thereof so taken, notwithstanding that the entire interest for of the Lessor may have been divested by such taking, without impairing and if following any such taking neither the Lessor nor Lessee terminates this Lease, then the Lessor, at the Lessor's expense but only to the extent of the award actually received by the Lessor for any such taking (subject to the rights of LANDLORD any first mortgagee of the demised premises) and proceeding with all reasonable dispatch shall do such work as may be required to put what may remain of the demised premises in proper condition for the conduct of the Lessee's business, and the Lessee, upon substantial completion by Lessor of such work as may be required to put what may remain of the demised premises in proper condition for the conduct of the Lessee's business, shall continue to operate and use the demised premises for the Permitted Uses. From and after the date on which the Lessee is required to vacate the portion of the demised premises so taken, a just proportion of the rent reserved herein according to the nature and extent of the taking of or injury the demised premises, shall be abated until the demised premises are restored to such condition that the Lessee can commence business therein, and from and after the date on which the Lessor shall restore the demised premises in the manner above provided the rent shall be reduced in the proportion that the floor area of the portion of the demised premises so taken bears to the reversionfloor area of the demised premises at the commencement of the term hereof. Section 2. In the event that of a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereoftaking, or (c) the part so taken shall consist as defined herein, of 25% or more of the total parking areaLand, or 25% of the area of the Building and even though such taking does not affect (d20%) such partial taking shall result in cutting off direct access from twenty percent or more of the floor area of the demised premises to any adjacent public street or highway, then and in any such eventpremises, the TENANT may at any time either prior Lessor shall nonetheless have the right to or terminate this lease by notifying the Lessee of the Lessor's election to terminate within a period of sixty (6090) days after the date when possession final determination of the premises shall be required by amount of the condemning authority elect to terminate this Leaseaward, or if to restore any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises so remaining and in the case of such restoration, the rent shall be taken or condemned under circumstances under which abated to the TENANT will have no such optionextent provided above. The Lessor reserves and excepts all rights to damages to the Land, then and in either such event the LANDLORD shallBuilding, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for and the purpose leasehold hereby created or awards with respect thereto, then or thereafter accruing, by reason of restoring any taking by eminent domain or by reason of anything lawfully done or required by any public authority, and the same to an economic architectural unit, susceptible Lessee grants to the same use as that which was in effect immediately prior Lessor all the Lessee's rights, if any, to such takingdamages except with respect to the value of its personal property, trade fixtures and equipment and its relocation expenses to the extent that may have been necessary compensated by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease separate award and shall be submitted execute and deliver to the American Arbitration Society, whose decision shall be binding on Lessor such further instruments of assignments thereof as the parties heretoLessor may from time to time request.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. lease, TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that and (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, thereof or (c) the part so taken shall consist of 25% or more of the total parking area, area or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this LeaseLease or, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose purchase option, except that there shall be deducted from the purchase price to be paid for the premises all of the LANDLORD'S award from the condemnation proceeding. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic a comparable architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from arising under Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If the whole, or any part of the demised premises prernises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. lease, TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises promises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, thereof or (c) the part so taken shall consist of 25% or more of the total parking area, area or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this LeaseLease or, or if any option to purchase the premises promises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose purchase option, except that there shall be deducted from the purchase price to be paid for the premises all of the LANDLORD'S award from the condemnation proceeding. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements Improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion22.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes whole of the building on the demised premises or any part thereof Premises or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the parking areas thereofright of appropriation, condemnation or eminent domain, or (c) the part so taken shall consist of 25% sold to prevent such taking, Tenant or more Landlord may terminate this Lease effective as of the total parking areadate possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 22.2. In the event of a partial taking of the Premises for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (d) eminent domain, or sole to prevent such partial taking shall result in cutting off direct access from the demised premises taking, then, without regard to whether any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession portion of the premises shall be required Premises occupied by the condemning authority Tenant was so taken, Landlord may elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting space for the Permitted Use. 22.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and including, but not limited to, those items listed on Exhibit B and (b) the costs of Tenant moving to a new location. Except as set forth in accordance the previous sentence, any award for such taking shall be the property of Landlord unless such taking is temporary and the Lease is not terminated in which case the entirety of the award remains with Tenant, net of any costs incurred by Landlord to restore the Premises pursuant to Section 22.4 or to obtain such purpose optionaward, for which Landlord shall be entitled to be reimbursed prior to remitting the balance of such award to Tenant. 22.4. In If, upon any taking of the nature described in this Section, this Lease continues in effect, then Landlord shall promptly proceed to restore the Premises to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 22.5. This Section 22 sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. 25.1 In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2 In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (y) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (z) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3 Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4 If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. In To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 25.5 This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction).

Eminent Domain. If In the wholeevent the Premises are made subject to a proceeding by which the right of eminent domain is exercised, or any part like proceedings, Landlord and Tenant shall join and cooperate in resisting such proceeding if such resistance is feasible and desirable, and if it is not, shall join and cooperate in prosecuting their respective claims for damages incurred from the successful exercise of such right or proceeding. Tenant reserves unto itself all damages awarded which are based upon its leasehold interest and ownership of trade fixtures, signs and equipment or interruption of business. If the whole of the demised premises Premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves lease, all obligations of Tenant shall cease upon the unto itself date Tenant vacates the right to prosecute its claim for an award based Premises or upon its leasehold interest for the date of such taking, without impairing whichever is later, and any rights of LANDLORD for the taking of or injury to the reversionunearned rent paid by Tenant shall be refunded. In the event that a part of the demised premises Premises shall be taken or condemned that condemned, and: (a) the The part so taken includes the building on the demised premises Premises or any part thereof or thereof; or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such Such partial taking shall result in cutting off direct access from the demised premises Premises to any adjacent public street or highway; or (c) Such partial taking in any other way reduces or damages the Premises to an extent that the same may not be effectively used for the purposes hereof; then, then and in any such event, the TENANT Tenant may at any time time, either prior to or within a period of sixty (60) days after the date when possession of the premises Premises shall be required by the condemning authority authority, elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose optionlease. In the event that TENANT Tenant shall fail to exercise any such option to terminate this Lease or to purchase the premises lease, or in the event that a part of the demised premises Premises shall be taken or condemned under circumstances under which the TENANT Tenant will have no such option, then and in either such event this lease shall continue in effect with respect to the LANDLORD shallportion of the demised Premises not so taken, and Landlord will, with reasonable promptnessall due diligence and at its own cost and expense, make necessary repairs repair and restore the demised Premises or what may remain thereof to and alterations as near their former condition as is practicable, in which event all proceeds shall belong to the Landlord. Until the completion of such work, the obligation of the improvements on Tenant to pay rent shall abate and, upon completion, the demised premises monthly rent due Landlord under this ▇▇▇▇▇ shall be equitably adjusted to compensate Tenant for any loss sustained in area and usability. If Tenant terminates this lease under the purpose provision of restoring paragraph 13, then Landlord shall be entitled to all proceeds of the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnationcondemnation award, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 the provisions of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoparagraph 5.2 hereof.

Eminent Domain. If In the wholeevent that all or any substantial part of the Premises or the Building (or any portion of the common areas reasonably required for access to and service of the Premises, or the parking garage or any part of any thereof to the demised premises extent rendering Tenant unable to use its parking passes) is taken (other than for temporary use not to exceed 90 days, hereafter described) by public authority under power of eminent domain (or by conveyance in lieu thereof), then by notice given within three months following the recording of such taking (or conveyance) in the appropriate registry of deeds, this Lease may be terminated at Landlord’s election thirty (30) days after such notice, and Rent shall be taken or condemned by any competent authority for any public use or purpose during apportioned as of the term date of termination. If this Lease. TENANT reserves Lease is not terminated as aforesaid, subject to the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD mortgagees Landlord shall within a reasonable time thereafter, diligently restore what may remain of the Premises (excluding any personal property of Tenant, Tenant Work (other than Finish Work following the substantial completion of such work with respect to each Phase) or other items installed or paid for the taking of by Tenant that Tenant is permitted or injury may be required to the reversionremove upon expiration) to a tenantable condition. In the event that a some portion of rentable floor area of the Premises, the areas of the common areas reasonably necessary for access to and service of the Premises, or the parking garage or any part of any thereof is taken to the demised premises extent that Tenant is unable to use its parking passes (other than for temporary use) and this Lease is not terminated, Base Rent, Additional Rent, parking rent, and Tenant’s Pro Rata Share of Operating Costs shall be taken or condemned that (a) proportionally abated, as applicable, for the part so taken includes remainder of the building on Term. In the demised premises 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 (b) portions of any award made for such use with respect to the part so taken period of the taking that is within the Term, provided that if such taking shall remove remain in force at the expiration or earlier termination of this Lease, then Tenant shall pay to Landlord 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 the premises 20such obligations. If any taking renders 50% or more of the front depth Premises untenantable, including on account of the parking areas thereof, or (c) the part so taken shall consist of 25% or more taking of the total parking areaareas of the common areas reasonably necessary for access to and service of the Premises, and restoration of the effects of such taking cannot be repaired or restored in Landlord’s reasonable estimate within nine (d9) such partial taking shall result in cutting off direct access months from the demised premises to any adjacent public street or highway, then and in any date of such event, the TENANT may at any time either prior to taking (or within a period of sixty four (604) days after months if within the date when possession last year of the premises Term), Tenant may upon 30 days’ prior written notice terminate this Lease provided that such termination election shall be required by the condemning authority elect to terminate this Lease, null and void if Landlord completes such restoration within 30 days of such notice or if any option Tenant exercises its right to purchase extend the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative Term pursuant to such termination Section 3.03 of this Lease elect after receiving notice of such taking. Any damages that are expressly awarded to purchase the demised premises in accordance with such purpose optionTenant on account of its relocation expenses and Tenant’s personal property, and specifically so designated, shall belong to Tenant. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or Except as provided in the event preceding sentence of this paragraph, Landlord reserves to itself, and Tenant releases and assigns to Landlord, all rights to damages accruing on account of any taking or by reason of any act of any public authority for which damages are payable, provided, however, that a part Tenant shall receive the proceeds of any separate award for the unamortized value of Finish Work in excess of the demised premises shall Finish Work Allowance and, if applicable, Additional Allowance (provided that such award does not reduce the amount available to Landlord). Subject to its rights hereunder, Tenant agrees to execute such further instruments of assignment as may be taken or condemned under circumstances under which the TENANT will have no such optionreasonably requested by Landlord, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same turn over to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent Landlord any damages that may have been necessary by such condemnation, subject to a pro-rata reduction be recovered in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoany proceeding or otherwise.

Eminent Domain. 16.1 If the wholewhole of the Premises or more than twenty-five percent (25%) of the Building shall be taken under the power of eminent domain, this Lease shall automatically terminate as of the date of final judgment in such condemnation, or as of the date possession is taken by the condemning authority, whichever is earlier. A sale by Landlord under threat of condemnation shall constitute a “taking” for the purpose of this Paragraph 16. 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 hereafter arising in or to the same or any part thereof, including, without limitation, any award or compensation for the value of all or any part of the demised premises leasehold estate; provided that nothing contained in Paragraph 16 shall be taken deemed to give Landlord any interest in or condemned by to require Tenant to assign to Landlord any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right award made to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD Tenant for the taking of any non-affixed personal property installed by and paid for by Tenant and/or the interruption of or injury damage to the reversionTenant’s business so long as it does not diminish Landlord’s award. In the event that of a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall that does not result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision termination of this Lease, may as an alternative the Rental shall be reduced proportionately based on the portion of the Premises rendered unusable, and Landlord shall restore the Premises or the Building to such the extent of available condemnation proceeds. 16.2 This Paragraph 16 shall be Tenant’s sole and exclusive remedy in the event of a taking or condemnation. Each party hereto hereby waives the benefit of California Code of Civil Procedure Section 1265.130. 16.3 Upon termination of this Lease elect pursuant to purchase the demised premises in accordance this Paragraph 16, Tenant and Landlord hereby agree to release each other from any and all obligations and liabilities with such purpose option. In the event that TENANT shall fail respect to exercise any such option to terminate this Lease except such obligations and liabilities that arise or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately accrue prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretotermination.

Eminent Domain. In the event the Premises shall be taken by or pursuant to any governmental authority or through the exercise of the right of eminent domain, Landlord and Tenant shall join and cooperate in resisting such proceeding if such resistance is feasible and desirable, and if it is not, shall join and cooperate in prosecuting their respective claims for damages incurred from the successful exercise of such right or proceeding. Any condemnation award shall be paid as follows: To the Landlord for the then value of its land and building, except Landlord and Tenant shall apportion any value for the building so that Tenant shall receive 95% of the building value in lease year 1, to be reduced at the rate of 5% per year for each lease year thereafter so that Tenant shall receive no award if the condemnation occurs after the 20th lease year. If the whole, or any part whole of the demised premises Premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves , all obligations of Tenant shall cease upon the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights date of LANDLORD for the taking of or injury to the reversionand any unearned rent paid by Tenant shall be refunded. In the event that a part of the demised premises Premises shall be taken or condemned that condemned, and: (a) the The part so taken includes the building on the demised premises Premises or any part thereof or thereof; or (b) the The part so taken shall remove from the premises 20% Premises forty percent (40%) or more of the front frontage of depth of the parking areas area thereof, or ; or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such Such partial taking shall result in cutting off _____ direct access from the demised premises Premises to any adjacent public street or highwayhighway without an alternate access acceptable to Tenant, then or (d) Such partial taking in any other way reduces or damages the Premises to an extent that the same may not be effectively used for the purposes hereof; Then and in any such event, the TENANT Tenant may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises Premises shall be required by the condemning authority authority, elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT Tenant shall fail to exercise any such this option to terminate this Lease or to purchase the premises or or, in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT Tenant will have no such option, then and in either such event event, this Lease shall continue in effect with respect to the LANDLORD shallportion of the Premises not so taken, and Tenant will, with reasonable promptnessall due diligence and at its own cost and expense, make necessary repairs repair and restore the Premises or what remains thereof to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rentaltheir former condition. Any dispute resulting from Section 9.3 of The monthly rent due Landlord under this Lease shall be submitted adjusted to compensate Tenant for any loss sustained in area and usability, in proportion to the American Arbitration Society, whose decision shall be binding on percentage of the parties heretoPremises which is taken.

Eminent Domain. If the whole, all or any part substantially all of the demised premises Premises or portion thereof critical to Tenant’s operations thereon shall be condemned or taken or condemned by any competent authority for any public or quasi-public use or purpose during the term purpose, under any statute or by right of this Lease. TENANT reserves the unto itself eminent domain, or by private purchase in lieu thereof (provided that Landlord agrees it will use best efforts to not consent to any such taking if it is within Landlord’s power to do so), then in that event, Tenant shall have the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, and the Term of the Lease shall cease and terminate from the date of title vesting in such proceeding or if any option purchase and Tenant shall be entitled to purchase the premises is conferred upon portion of the TENANT by any other provision condemnation award and/or proceeds attributable to the value of this Leasethe Improvements and the Leasehold Estate, may as an alternative and Landlord shall be entitled to such termination the portion of this Lease elect the condemnation award and/or proceeds attributable to purchase the demised premises value of the Property (excluding the Improvements) and loss of its reversionary interest in accordance with such purpose optionthe Improvements. In the event that TENANT only a portion of the Premises shall fail be so taken, other than a portion thereof critical to exercise any such option to terminate Tenant’s operations thereon, this Lease or shall not terminate and, provided the Mortgage is then in effect, the condemnation award and/or proceeds to purchase which Landlord and/or Tenant are entitled shall be paid to Tenant, except the premises or in award for the event that a part market value of the demised premises Property, which shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, paid to Landlord. In connection with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to any such taking, Base Rent shall be recalculated in accordance with Section 2 of this Lease. Tenant shall have the right to claim and recover from the condemning authority such compensation as may be awarded or recoverable by Tenant in its own right including, without limitation, on account of any and all damages to Tenant’s improvements, equipment, property, furniture, fixtures, leasehold improvements, relocation costs and the fair market value of its business, but only so long as Tenant’s pursuit of such compensation does not impair or otherwise diminish the portion of the condemnation award and/or proceeds attributable to the extent value of the Property (excluding the Improvements) and loss of its reversionary interest in the Improvements. If any Mortgage requires that may have been necessary by such any part of Landlord’s and/or Tenant’s compensation awarded be paid to the Mortgagee, then it shall be so paid and applied in accordance with the terms of the Mortgage, except for the award for the market value of the Property, which shall be paid to Landlord. Notwithstanding anything to the contrary contained herein, L▇▇▇▇▇▇▇ agrees to notify Tenant in writing promptly when Landlord is notified of a condemnation action for, or if Landlord intends to sell (notwithstanding using its best efforts to not agree to a condemnation) in lieu of condemnation, subject all or any portion of the Premises. Tenant shall have the right but not the obligation to participate in any proceedings and settlement discussions and negotiations thereof with respect to a pro-rata reduction taking; provided, however, nothing in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted construed to prevent or restrict Landlord from voluntarily entering into any binding agreement or settlement related to Landlord’s award for the American Arbitration Society, whose decision shall be binding on market value of the parties heretoProperty without the prior consent of Tenant.

Eminent Domain. If (A) In the whole, event that the whole or any substantial part of Landlord’s Building and/or the demised premises shall Premises shall, during the Term, be taken by condemnation or condemned by any competent authority eminent domain for any public or quasi-public use or purpose during (or transferred under threat of any such action), then and in such event all sums that may be awarded as compensation for said taking shall be the term sole property of Landlord, and upon such takings, this Lease. TENANT reserves Lease shall, at the unto itself sole option of Landlord (or, in the event of any taking of the Premises, Tenant), thereby cease and end by limitation, from the date of the vesting of said premises in the proper authorities exercising the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversioneminent domain. In the event that Landlord and, if applicable, Tenant, shall not elect to terminate this Lease upon any such taking, then to the extent that a portion of the Premises is so taken, the Base Rent payable hereunder and any additional rent payable hereunder, the calculation of which takes into account the rentable square footage contained in the Premises, shall be reduced in the proportion that the area (which is part of the demised premises shall be taken or condemned that (aPremises) the part so taken includes bears to the building on entire area of the demised premises Premises prior to such taking. (B) Nothing herein shall in any way prevent Tenant from making and collecting a claim against the condemning authority, including any claim for payment of moving expenses and/or severance expenses or any part thereof other compensation or (b) the part so taken shall remove reimbursement that Tenant may be entitled to receive by law directly from the premises 20% or more condemning authority as of the front depth date of the parking areas thereofcondemnation, provided that any such claim shall not be deductible from any award otherwise payable to Landlord. (C) Tenant agrees to execute such instruments of assignment as may be reasonably required by Landlord, or (c) join with Landlord in any petition for the part so taken recovery of damages, if requested by Landlord. If Tenant shall consist of 25% or more of the total parking areafail to execute such instruments as may be required by Landlord, or (d) to undertake such partial taking shall result in cutting off direct access from the demised premises other steps as may be required by Landlord, or to any adjacent public street or highwayundertake such other steps as may be requested as herein stated, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises Landlord shall be required by deemed the condemning authority elect duly authorized irrevocable agent and attorney-in-fact of Tenant to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision execute such instruments and undertake such steps as herein stated in and on behalf of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoTenant.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. lease, TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, thereof or (c) the part so taken shall consist of 25% or more of the total parking area, area or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the 11/26/96 date when possession of the premises shall be required by the condemning authority elect to terminate this LeaseLease or, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose purchase option, except that there shall be deducted from the purchase price to be paid for the premises all of the LANDLORD'S award from the condemnation proceeding. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If the whole, all or any part of the demised premises Premises shall be taken or condemned by any competent public or quasi-public authority under the power of eminent domain or conveyance in lieu thereof, this lease shall terminate as to any portion of the Premises so taken or conveyed on the date when title vests in the condemnor, and Landlord shall be entitled to any and all payments, income rent or award (or any interest therein) which may be paid or made in connection with such taking or conveyance. Tenant shall have no claim against Landlord or otherwise for the value of any public use or purpose during the unexpired term of this Leaselease. TENANT reserves Notwithstanding the unto itself foregoing, Tenant shall be entitled to, (i) the value of relocation expenses of Tenant necessitated by such taking, and (ii) any compensation for deprecation to and loss or removal of equipment and fixtures, but in each case only to the extent the condemning authority makes a separate award therefor or specifically identifies a portion of the award as being therefor. Each party waives the provisions of Section 1265.130 of the Code of Civil Procedure (which section allows either party to petition the Superior Court to terminate this lease in the event of a partial taking of the Premises). If any action or proceeding is commenced for such taking of the Premises or any portion thereof or of any other space in the Project, or if Landlord is advised in writing by any entity or body having the right of power of condemnation of its intention to condemn the Premises or any portion thereof or of any other space in the Project, or if Landlord is advised in writing by an entity or body having the right (?) power of condemnation of its intention to condemn the Premises or any portion thereof or of any other space in the Project, and Landlord shall decide to discontinue the use and operation of the Project or decide to demolish, alter or rebuild the Project, then Landlord shall have the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part terminate this lease by giving Tenant written notice thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after of the date when possession of receipt of said written advice or the commencement of said action or proceeding. Such termination shall take place on the last day of the premises calendar month next following the month in which such notice is given or the date on which title shall be required by vest in the condemning authority elect to terminate this Leasecondemnor, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose optionwhichever occurs first. In the event that TENANT shall fail of a partial taking, or conveyance in lieu thereof, of the Premises and twenty-five percent (25%) or more of the number of square feet in the Premises are taken, or of the Common Area and the Premises thereby fails to exercise any such option to meet applicable governmental rules and regulations concerning the minimum number of parking spaces for similar zoned premises in the City of San ▇▇▇▇ or if twenty percent (20%) or more of Tenant's parking spaces are taken, then Tenant may terminate this Lease lease. Any election by Tenant to so terminate shall be by written notice given to Landlord within sixty (60) days from the date of such taking or conveyance and shall be effective on receipt of such written notice by Landlord. If a portion of the Premises be taken by power of eminent domain or conveyance in lieu thereof and neither Landlord nor Tenant shall terminate this lease then this lease shall continue in full force and effect as to purchase the premises or in the event that a part of the demised premises Premises not so taken or conveyed and all payments of rental shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations apportioned as of the improvements on date of such taking or conveyance so that thereafter the demised premises for amounts to be paid by Tenant shall be in the purpose ratio that the area of restoring the same to an economic architectural unit, susceptible portion of the Premises not so taken bears to the same use as that which was in effect immediately total area of the Premises prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If a part of the wholeProject is taken by eminent domain or deed in lieu thereof which is so substantial that the Building cannot reasonably be used by Subtenant for the operation of its business, or then either party may terminate this Sublease effective as of the date of the taking. Rent shall ▇▇▇▇▇ from the date of the taking in proportion to any part of the demised premises Premises taken. If there is a temporary taking of a part of the Project which is so substantial that the Building cannot reasonably be used by Subtenant for the operation of its business, then Rent shall ▇▇▇▇▇ from the date of the taking in proportion to any part of the Premises taken. The entire award for a taking of any kind shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the paid to Landlord, and Subtenant shall have no right to prosecute its claim share in the award, except (i) for an the portion of any award based upon its leasehold on the value of the Tenant Improvements financed by Subtenant in excess of the Tenant Improvement Allowance; provided, however, that nothing contained herein shall be deemed to give Landlord or Sublandlord any interest for such taking, without impairing in or require Subtenant to assign to Landlord or Sublandlord any rights of LANDLORD separate award made to Subtenant for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereofSubtenant's personal property and trade fixtures, or its relocation costs, and (cii) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that of a part temporary taking in which there was no Rent abatement under this Sublease, then Subtenant shall be entitled to any portion of the demised premises award which was intended to compensate Sublandlord for lost rent during the period of the temporary taking. All obligations accrued to the date of the taking shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary performed by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoeach party.

Eminent Domain. (a) If the whole, any or any part all of the demised premises Premises are taken by the exercise of any power of eminent domain or are conveyed to or at the direction of any governmental entity under a threat of any such taking (each of which is hereinafter referred to as a "Condemnation"), Landlord, subject to subparagraph (c) below shall be taken entitled to collect from the condemning authority thereunder the entire amount of any award made in any such proceeding or condemned by any competent authority as consideration for such deed, without deduction therefrom for any public use leasehold or purpose during the term other estate held by Tenant by virtue of this Lease. TENANT reserves the unto itself the . (b) Tenant, subject to subparagraph (c) below, hereby (i) assigns to Landlord all of Tenant's right, title and interest, if any, in and to any such award, (ii) waives any right which it may otherwise have in connection with such Condemnation, against Landlord or such condemning authority, to prosecute its claim any payment for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes value of the building on then unexpired portion of the demised premises or any part thereof or Term, (b) leasehold damages (except the part so taken shall remove from the premises 20% unamortized portion of any improvements paid for by Tenant and title to which is retained by Tenant, provided such amount does not diminish and/or delay any award or more payment which Landlord would otherwise receive as a result of the front depth of the parking areas thereofsuch condemnation), or and (c) the part so taken shall consist of 25% any damage to or more diminution of the total parking area, value of Tenant's leasehold interest hereunder or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession portion of the premises shall Premises not covered by such Condemnation; and (iii) agrees to execute any and all further documents which may be required by in order to facilitate the condemning authority elect to terminate this Lease, or if Landlord's collection of any option to purchase and all such awards. (c) Notwithstanding the premises is conferred upon the TENANT by any other provision foregoing provisions of this LeaseParagraph, Tenant may as an alternative seek a separate award pursuant to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part Section 25-46.21:1 of the demised premises shall be taken Code of Virginia, as amended, so long as such separate award in no way diminishes and/or delays any award or condemned under circumstances under payment which the TENANT will have no Landlord would otherwise receive as a result of such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoCondemnation.

Eminent Domain. (a) If the whole, all or any part substantially all of the demised premises Demised Premises shall be taken or condemned by any competent authority for any public or quasi-public use under any statute or purpose during by right of eminent domain or by private purchase in lieu thereof, then this Lease shall automatically terminate as of the term of this Lease. TENANT reserves the unto itself the right date that possession has been taken, and Tenant’s obligation to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing pay Basic Rental and any rights of LANDLORD for the taking of or injury to the reversionadditional rent shall cease. In the event that a part of the demised premises shall be taken or condemned that twenty-five (a25%) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% percent or more of the front depth of Building(s) and/or parking area on the parking areas thereof, or (c) the part Demised Premises are so taken shall consist of 25% (or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highwayso purchased), then and in any Landlord or Tenant shall have the right, but not the obligation, to terminate this Lease by giving written notice of such event, termination to the TENANT may at any time either other party on or prior to or within a period of sixty the date one hundred eighty (60180) days after the date when possession of such taking (or purchase), and, upon the giving of such notice of termination the Term shall expire and come to an end on the last day of the premises calendar month in which such notice shall be required given, with the same force and effect as if said day had been originally fixed herein as the expiration date of the Term. In the event this Lease shall terminate or shall be terminated, the Basic Rental and all other rents and charges shall, if and when necessary, be adjusted to the day of the taking (or purchase) and neither party shall have any further rights or liabilities hereunder. (b) Tenant shall not be entitled to any award or payment in lieu thereof; but Tenant may file a claim for any taking of personal property owned by Tenant, for Tenant’s moving expenses and any award to which Tenant may be entitled under applicable law which does not adversely affect Landlord’s award, but not the condemning authority elect value of any leasehold interest which shall be paid in full to terminate this Lease, Landlord. (c) In the event of a partial taking (or if any option to purchase purchase) not resulting in the premises is conferred upon the TENANT by any other provision termination of this Lease, may as an alternative pursuant to the provisions of Section 19(a) hereof, Tenant shall expeditiously make all repairs to the Demised Premises affected by such termination taking (or purchase) to the extent necessary to restore the same to a complete architectural unit (to the extent permitted, however, taking into consideration the amount of this Lease elect Land remaining after any such taking or purchase). Landlord shall make the condemnation award received by it available to purchase the demised premises Tenant for restoration in accordance with Section 16(e) hereof. If the condemnation award is insufficient for the restoration of the Demised Premises, Tenant shall deposit such purpose option. In the event that TENANT insufficiency with Landlord, to be disbursed as provided in Section 16(e) hereof. (d) There shall fail to exercise be absolutely no abatement in Basic Rental or any such option to terminate additional rent or charges provided in this Lease or to purchase the premises or in the event that as a result of any condemnation of any part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionDemised Premises, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of unless this Lease shall be submitted terminated pursuant to the American Arbitration Society, whose decision shall be binding on the parties heretothis Section 19.

Eminent Domain. Section 11.1. If the wholewhole of the Real Property, the Building or the Premises shall be acquired or condemned for any public or quasi-public use or purpose, this Lease and the Term shall end as of the date of the vesting of title with the same effect as if said date were the Expiration Date. If only a part of the Real Property and not the entire Premises shall be so acquired or condemned then, (1) except as hereinafter provided in this Section 11.1, this Lease and the Term shall continue in force and effect, but, if a part of the Premises is included in the part of the Real Property so acquired or condemned, from and after the date of the vesting of title, the Fixed Rent and the Space Factor shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation and Tenant's Share shall be redetermined based upon the proportion in which the ratio between the rentable area of the Premises remaining after such acquisition or condemnation bears to the rentable area of the Building remaining after such acquisition or condemnation; (2) if at least ten percent (10%) of the Real Property is so acquired or condemned and whether or not the Premises shall be affected thereby, Landlord, at Landlord's option, may give to Tenant, within sixty (60) days next following the date upon which Landlord shall have received notice of vesting of title, a thirty (30) days' notice of termination of this Lease if Landlord shall elect to terminate leases (including this Lease), affecting at least fifty percent (50%) of the rentable area of the Building (excluding any rentable area leased by Landlord or its Affiliates); and (3) if the part of the Real Property so acquired or condemned shall contain more than fifteen percent (15%) of the total area of the Premises immediately prior to such acquisition or condemnation, or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to the Premises, Tenant, at Tenant's option, may give to Landlord, within sixty (60) days next following the date upon which Tenant shall have received notice of vesting of title, a thirty (30) days' notice of termination of this Lease. If any such thirty (30) days' notice of termination is given by Landlord or Tenant, this Lease and the Term shall come to an end and expire upon the expiration of said thirty (30) days with the same effect as if the date of expiration of said thirty (30) days were the Expiration Date. If a part of the Premises shall be so acquired or condemned and this Lease and the Term shall not be terminated pursuant to the foregoing provisions of this Section 11.1, Landlord, at Landlord's expense, shall restore that part of the Premises not so acquired or condemned to a self-contained rental unit inclusive of Tenant's Alterations (other than Specialty Alterations), except that if such acquisition or condemnation occurs prior to completion of the Initial Alterations, Landlord shall only be required to restore that part of the Premises not so acquired or condemned to a self-contained rental unit exclusive of Tenant's Alterations. Upon the termination of this Lease and the Term pursuant to the provisions of this Section 11.1, the Fixed Rent and Escalation Rent shall be apportioned as of the date of vesting of title and any prepaid portion of Fixed Rent and Escalation Rent for any period after such date shall be refunded by Landlord to Tenant. Section 11.2. In the event of any such acquisition or condemnation of all or any part of the demised premises Real Property, Landlord shall be taken entitled to receive the entire award for any such acquisition or condemnation, Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term and Tenant hereby expressly assigns to Landlord all of its right in and to any such award. Nothing contained in this Section 11.2 shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for the then value of any Tenant's Property included in such taking, and for any moving expenses. Section 11.3. If the whole or any part of the Premises shall be acquired or condemned by any competent authority temporarily during the Term for any public or quasi-public use or purpose during purpose, Tenant shall give prompt notice thereof to Landlord and the term Term shall not be reduced or affected in any way and Tenant shall continue to pay in full all items of this Lease. TENANT reserves the unto Rental payable by Tenant hereunder without reduction or abatement, and Tenant shall be entitled to receive for itself the right to prosecute its claim for an any award based upon its leasehold interest or payments for such takinguse, provided, however, that: (i) if the acquisition or condemnation is for a period not extending beyond the Term and if such award or payment is made less frequently than in monthly installments, the same shall be paid to and held by Landlord as a fund which Landlord shall apply from time to time to the Rental payable by Tenant hereunder, except that, if by reason of such acquisition or condemnation changes or alterations are required to be made to the Premises which would necessitate an expenditure to restore the Premises, then a portion of such award or payment reasonably appropriate to cover the expenses of the restoration shall be retained by Landlord, without impairing any rights of LANDLORD for application as aforesaid, and applied toward the taking of or injury to the reversion. In the event that a part restoration of the demised premises Premises as provided in Section 11.1 hereof; or (ii) if the acquisition or condemnation is for a period extending beyond the Term, such award or payment shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more apportioned between Landlord and Tenant as of the front depth of the parking areas Expiration Date; Tenant's share thereof, or (c) the part so taken shall consist of 25% or more of the total parking areaif paid less frequently than in monthly installments, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect paid to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises Landlord and applied in accordance with such purpose option. In the event provisions of clause (i) above, provided, however, that TENANT shall fail to exercise the amount of any such option to terminate this Lease award or to purchase the premises payment allowed or in the event that a part retained for restoration of the demised premises Premises shall be taken or condemned under circumstances under which remain the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations property of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of Landlord if this Lease shall be submitted expire prior to the American Arbitration Society, whose decision shall be binding on restoration of the parties heretoPremises.

Eminent Domain. If If, prior to the wholeClose of Escrow, (i) all or any part substantially all (or so much thereof so as to substantially and materially interfere with the operation of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part Hotel) of the demised premises shall be taken or condemned that Land, (aii) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth portion of the parking areas thereofon the Land which results in there being insufficient parking for the operation of the Hotel as established by applicable governmental codes and regulations, or (ciii) any access-way to the part so Land or any building with guest rooms is taken shall consist by condemnation or eminent domain, at the election of 25% Purchaser this Agreement shall, upon the giving of Notice of such event or more of the total parking areacondemning authorities’ intention so to take the Land, or (d) such partial taking terminate, and Purchaser shall result in cutting off direct access from the demised premises to any adjacent public street or highwayreceive a full and prompt refund of all sums deposited by them with Escrow Holder and/or Seller. If, then and in any such event, the TENANT may at any time either prior to the Close of Escrow, less than all or within a period of sixty (60) days after the date when possession substantially all of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises Land shall be taken by condemnation or condemned under circumstances under which eminent domain, then, if any of the TENANT will have no such optionforegoing, in Purchaser’s reasonable opinion, materially impairs the value of the Land or any significant interest therein, then and in either such event Purchaser shall have the LANDLORD shall, with reasonable promptness, make necessary repairs option to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible (A) accept title to the same use as that which was in effect immediately prior Land subject to such taking, in which event at the Close of Escrow all of the proceeds of any award or payment made or to the extent that may have been necessary be made by reason of such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease taking shall be submitted assigned by Seller to the American Arbitration SocietyPurchaser, whose decision and any money theretofore received by Seller in connection with such taking shall be binding on paid over to Purchaser, whereupon Purchaser shall pay the parties heretoPurchase 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 Land without obtaining Purchaser’s prior written consent in each case, which consent shall not be unreasonably withheld or delayed.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s reasonable opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the event that TENANT shall fail to exercise any such option to terminate nature described in this Article, this Lease or to purchase the premises or continues in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optioneffect, then and in either such event Landlord shall promptly proceed to restore the LANDLORD shall, with reasonable promptness, make necessary repairs Affected Areas to and alterations of the improvements on the demised premises for the purpose of restoring the substantially their same to an economic architectural unit, susceptible to the same use as that which was in effect immediately condition prior to such partial taking, to . To the extent that may have been necessary such restoration is infeasible, as determined by such condemnationLandlord in its sole and absolute discretion, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease the Rent shall be submitted decreased proportionately to reflect the American Arbitration Society, whose decision shall be binding on loss of any portion of the parties heretoPremises no longer available to Tenant.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (y) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (z) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the event that TENANT shall fail to exercise any such option to terminate nature described in this Article, this Lease or to purchase the premises or continues in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optioneffect, then and in either such event Landlord shall promptly proceed to restore the LANDLORD shall, with reasonable promptness, make necessary repairs Affected Areas to and alterations of the improvements on the demised premises for the purpose of restoring the substantially their same to an economic architectural unit, susceptible to the same use as that which was in effect immediately condition prior to such partial taking, to . To the extent that may have been necessary such restoration is infeasible, as determined by such condemnationLandlord in its sole and absolute discretion, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease the Rent shall be submitted decreased proportionately to reflect the American Arbitration Society, whose decision shall be binding on loss of any portion of the parties heretoPremises no longer available to Tenant.

Eminent Domain. In the event the Premises shall be taken by or pursuant to any governmental authority or through the exercise of the right of eminent domain, Landlord and Tenant shall join and cooperate in resisting such proceeding if such resistance is feasible and desirable to Tenant and, if it is not, shall join and cooperate in prosecuting their respective claims for damages incurred from the successful exercise of such right or proceeding. If the whole, or any part whole of the demised premises Premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease, all obligations of the Tenant shall cease upon the date of the taking and any unearned rent paid by Tenant shall be refunded. TENANT reserves So much of the unto itself award as represents the right value of the land and the Buildings and improvements shall belong to prosecute its claim for an award Landlord. Tenant shall be entitled to all other damages which may be awarded based upon loss of its leasehold interest for such takinginterest, without impairing any rights signs, equipment or interruption of LANDLORD for the taking of or injury to the reversionbusiness. In the event that a part of the demised premises Premises shall be taken or condemned condemned, and the taking in any other way reduces or damages the Premises to an extent that (a) it may not be effectively used for the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, purposes hereof; then and in any such eventevent the Tenant may, the TENANT may at any time either prior to or within a period of sixty thirty (6030) days after the date when possession of the premises Premises shall be required by the condemning authority authority, elect to terminate this Lease, or if any option . The separate awards shall belong to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may Landlord and Tenant respectively as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose optionhereinbefore set forth. In the event that TENANT Tenant shall fail to exercise any such option to terminate this Lease or to purchase the premises Lease, or in the event that a part of the demised premises Premises shall be taken or condemned under circumstances under which the TENANT Tenant will have no such option, then and in either such event this Lease shall continue in effect with respect to the LANDLORD shallportion of the Premises not so taken, and Tenant will, with reasonable promptness, make necessary repairs to all due diligence and alterations with all proceeds of the improvements on the demised premises award available for the purpose Buildings and improvements, repair and restore the Premises or what may remain thereof to their former condition. Any remaining part of restoring the same to an economic architectural unit, susceptible to the same use award shall be divided between Landlord and Tenant as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject hereinbefore set forth with respect to a pro-rata reduction in rentaltaking of the whole of the Premises. Any dispute resulting from Section 9.3 Upon the completion of such work, the monthly rent due Landlord under this Lease shall be submitted reduced to reflect any loss sustained in area and usability. In the American Arbitration Societyevent that agreement is not reached with respect to reduced rent, whose decision an appraisal shall be binding on made by a competent appraiser selected by Landlord and Tenant, and the parties heretoreduced rental shall be the amount determined by the appraiser to be the fair market rental.

Eminent Domain. If In the whole, or any part event the whole of the demised premises Premises, the Building or the Project shall be taken under the power of eminent domain, or condemned by sold to prevent the exercise thereof (collectively, a 'Taking"), this Lease shall automatically terminate as of the 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 competent authority for any public use time within sixty (60) days following the date of such Taking provided that Landlord terminates all other leases in the Building. If more than twenty percent (20%) of the Premises, Parking Area or purpose during Common Areas, is the term subject of a Taking and such Taking materially and adversely affects Tenant's ability to operate its business in the Premises, Tenant shall be entitled to terminate this Lease upon written notice to Landlord given within sixty (60) days of the Taking. For purposes of this Lease. TENANT reserves , the unto itself date of Taking shall be the right to prosecute its claim for an award based upon its leasehold interest for earlier of the date of transfer of title resulting from such taking, without impairing any rights Taking or the date of LANDLORD for the taking transfer of or injury to the reversionpossession resulting from such Taking. In the event that a part portion of the demised premises shall be taken or condemned that (a) the part Premises is so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionis not terminated, then and in either such event the LANDLORD Landlord shall, with reasonable promptnessdiligence, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, restore (to the extent that may have been necessary permitted by such condemnationLaw then applicable to the Project) the Premises (other than Tenant's personal property and trade fixtures, subject and above-standard tenant improvements) to a pro-rata reduction in rentalcomplete, functioning unit. Any dispute resulting from Section 9.3 In such case, the Rent shall be reduced proportionately based on the portion of the Premises so taken, or equitably, if a Taking of Parking Area or other Common Areas. If all or any portion of the Premises is the subject of a temporary Taking, this Lease shall remain in full force and effect and Tenant shall continue to perform each of its obligations under this Lease; in such case, Tenant shall be submitted entitled to receive the entire award allocable to the American Arbitration Society, whose decision temporary Taking of the Premises and the Rent shall be binding reduced proportionately based on the parties heretoportion of the Premises temporarily taken. 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 Tenant's leasehold interest, or the personal property, fixtures, above standard tenant improvements of Tenant or for relocation or moving 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.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole Affected Area or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Property or (b) drives, walkways or parking areas thereofserving the Building or the Property for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (y) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (z) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Area to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 25.5. This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If In case all of the wholeProperty, the Premises, Building, or such part thereof as shall substantially interfere with either Landlord's or Tenant's use and occupancy thereof, shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, either party shall have the right to terminate this Lease effective as of the date possession is required to be surrendered to said taking authority. Also, Landlord determines, in the event of a taking of all or a part of the demised premises Common Areas that any such taking will prohibit or inhibit ingress or egress to the Premises or the Building, or will interfere with parking in the Building or areas necessary for or to operation of the Building, Landlord shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself have the right to prosecute its terminate this Lease effective as of the date possession is required to be surrendered to said taking authority. Tenant shall not assert any claim against Landlord for an award based upon its leasehold interest for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award resulting from said taking without impairing deduction for any rights estate or interest of LANDLORD for the taking of or injury to the reversionTenant. In the event the amount of property and type of estate taken shall not substantially interfere with the conduct of Tenant's business, or, with respect to the Common Areas, Landlord determines it will not interfere wit ingress and egress to the Building, parking or areas necessary to the operation of the Building, and Landlord determines in its sole discretion Landlord is economically able to restore the Premises and/or the Building to an operating entity comparable to that which existed prior to the taking, Landlord shall restore the area affected by the taking. If a portion of the Premises was affected by such taking, a proportionate allowance shall be made to Tenant for the Rent corresponding to the time during which, and to the part of the demised premises Premises which Tenant shall be taken or condemned that (a) the part so taken includes the building deprived on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more account of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose optionrestoration. In the event that TENANT of partial taking of Leased Premises not resulting in termination, Landlord shall fail restore remaining portion of Leased Premises as nearly as practicable to exercise any such option condition prior to terminate this Lease or taking, but only to purchase the premises or in the event that a part extent of the demised premises Building Standard Work. Tenant shall be taken or condemned under circumstances under which responsible for repair, restoration and replacement of Leasehold Improvements and Tenant Property. Tenant however, shall have the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such takingright, to the extent that Landlord's award is not reduced or prejudiced, to claim LANDLORD ______ LANDLORD ______ LANDLORD ______ LANDLORD______ TENANT _______ from the condemning authority (but not from Landlord) such compensation as may have been necessary be recoverable by such condemnation, subject Tenant in its own right for relocation expenses and damage to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoTenant's personal property.

Eminent Domain. If Modifying (to the whole, or extent of any part inconsistency between such provisions and this Paragraph 15) and supplementing those provisions of Article 11 of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. O▇▇▇▇▇▇▇▇: A. In the event that all of the Sublease Premises shall be acquired or condemned by eminent domain, this Sublease shall terminate as of the earliest of: (i) the date of the vesting of title in the condemning authority; (ii) the date that Subtenant is dispossessed by the condemning authority; and (iii) the date that the O▇▇▇▇▇▇▇▇ shall be terminated pursuant to Article 11 thereof, as if said date were the Expiration Date. B. If only a portion of the Sublease Premises shall be so acquired or condemned then, unless the Sublease shall be terminated by virtue of the O▇▇▇▇▇▇▇▇ having been terminated pursuant to the terms of Article 11 thereof, this Sublease shall continue in full force and effect. In such case, if Sublandlord, as tenant under the O▇▇▇▇▇▇▇▇, shall be entitled to a rent abatement with respect to such taken portion of the Sublease Premises pursuant to Article 11 of the O▇▇▇▇▇▇▇▇, the Rent under this Sublease shall also a▇▇▇▇. C. In the event of any such acquisition or condemnation of all or part of the demised premises Sublease Premises, (i) Subtenant shall be taken or condemned that (a) the part so taken includes the building on the demised premises or not receive any part thereof or (b) the part so taken shall remove from the premises 20% or more portion of the front depth award for any such acquisition or condemnation, and (ii) Subtenant shall have no claim against Sublandlord or Overlandlord for the value of any unexpired portion of the parking areas thereof, Term and agrees not to join in any claim made by Overlandlord or (c) Sublandlord and to execute all further documents that may be required in order to facilitate the part so taken shall consist of 25% or more collection of the total parking areaaward by Overlandlord. Notwithstanding the foregoing, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highwayprovided that, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that exercise of Sublandlord’s reasonable business judgment, neither Overlandlord nor Sublandlord will be adversely affected, Subtenant shall have the right to make a part of the demised premises shall be taken separate claim for Subtenant’s trade fixtures or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretomoving expenses.

Eminent Domain. If the whole, or any part Lessee's use of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right Premises is materially affected due to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking by eminent domain of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises Premises or any part thereof or any estate therein; or (b) the any other part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereofBuilding; then, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such either event, the TENANT may at any time either prior to or within a period of sixty (60) days after this Lease shall terminate on the date when possession title vests pursuant to such taking. The Fixed Basic Rent, and any Additional Rent, shall be apportioned as of said termination date and any Fixed Basic Rent or Additional Rent paid for any period beyond said date, shall be repaid to Lessee. Lessee shall not be entitled to any part of the premises shall be required by award for such taking or any payment in lieu thereof, and Lessee hereby assigns to Lessor any and all right, title and interest of Lessee now or hereafter arising in or to any such award or any part thereof and hereby waives all rights against Lessor and the condemning authority elect to terminate this Leaseauthority, but Lessee may file a separate claim for any taking of fixtures and improvements owned by Lessee which have not become the Lessor's property, and for moving expenses, provided the same shall, in no way, affect or if any option to purchase diminish Lessor's award. In the premises is conferred upon the TENANT by any other provision event of this Lease, may as an alternative to such a partial taking which does not effect a termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part but does deprive Lessee of the demised premises use of a portion of the Premises, there shall either be taken an abatement or condemned under circumstances under an equitable reduction of the Fixed Basic Rent, and an equitable adjustment reducing the Base Period Costs as hereinafter defined depending on the period for which and the extent to which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises Premises so taken are not reasonably usable for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that for which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretothey are leased hereunder.

Eminent Domain. If the wholeentire Building, the Common Areas or a substantial part thereof, or any part thereof which includes all or a substantial part of the demised premises Premises, shall be taken or condemned by any competent authority for any public or quasi-public use or purpose during purpose, the term Term of this Lease. TENANT reserves Lease shall end upon and not before the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part earlier of the demised premises shall be taken or condemned that (a) date when the part so taken includes the building on the demised premises or any part thereof or (b) possession of the part so taken shall remove from be required for such use or purpose or the premises 20% or more effective date of the front depth taking, and without apportionment of the parking areas thereof, award to or (c) for the benefit of Tenant. If any condemnation proceeding shall be instituted in which it is sought to take or damage any part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such eventBuilding, the TENANT may at any time either prior to Common Areas or within a period the Land, the taking of sixty (60) days after which would prevent the date when possession economical operation of the premises shall be required by Building, the condemning authority elect to terminate this LeaseCommon Areas or the Development, or if the grade of any option street or alley adjacent to purchase the premises Building, the Common Areas or Parcel One is conferred upon the TENANT changed by any other provision competent authority, and such taking, damage or change of this Leasegrade makes it necessary or desirable to remodel the Building or the Common Area to conform to the taking, may as an alternative to such termination of this Lease elect to purchase damage or changed grade, Landlord shall have the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option right to terminate this Lease upon written notice given to Tenant not less than ninety (90) days prior to the date of termination designated in said notice. In either of these events, Rent at the then current rate shall be apportioned as of the date of the termination. No money or other consideration shall be payable by Landlord to Tenant for the right of termination, and Tenant shall have no right to share in the condemnation award, whether for a total or partial taking, for loss of Tenant's leasehold or improvements or other loss or expenses or to purchase share in any judgment for damages caused by the premises change of grade. If any condemnation proceeding shall be instituted in which less then all or in the event that a substantial part of the demised premises shall Premises is sought to be taken, but the portion to be taken or condemned under circumstances under which would result in an inability of Tenant to conduct normal business operations from the TENANT will Premises, Tenant shall have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs right to and alterations of the improvements on the demised premises for the purpose of restoring the same terminate this Lease upon written notice given to an economic architectural unit, susceptible Landlord not less than ninety (90) days prior to the same use as that which was date of termination designated in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretosaid notice.

Eminent Domain. If pursuant to the wholeexercise of the right of condemnation or eminent domain (i) the Premises or Center are taken or conveyed under threat of the exercising of such right, or any part (ii) only a portion of the demised premises shall be Premises or a portion of the Center is so taken or condemned conveyed and Tenant determines that the remainder of the Premises or Center (including the Common Area and/or Exclusive Use Area) is inadequate or unsatisfactory for its use, which determination shall not be arbitrarily or capriciously made, or (iii) Tenant’s access to the Premises or the Center is reduced by any competent authority such taking or conveyance, or other reconstruction or alteration of the roadways abutting the Center, whether or not property is actually taken from the Center for any public use such reconstruction or purpose during alteration, and Tenant determines that its access to the term of this Lease. TENANT reserves the unto itself Premises or Center (including Common Area and/or Exclusive Use Area) is inadequate or unsatisfactory for its purposes, which determination shall not be arbitrary or capriciously made, Tenant shall have the right to prosecute terminate this Lease subject to Tenant’s rights as set for below. Such termination shall be effective on the date Tenant determines that its occupancy, use, or access (whichever is earlier) is inadequate or unsatisfactory for its purposes. The termination of this Lease as provided above shall not operate to deprive Tenant of the right, and Landlord expressly grants to Tenant the right, to make a claim for an award based upon its leasehold interest in condemnation, or participate in an award, for such takingrelocation expenses, without impairing any rights of LANDLORD for the taking of loss or injury damage to Fixtures and improvements made by Tenant to the reversion. In Premises or the event that a part Center, the value of Tenant’s unexpired options to extend the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises Term, or any part thereof or (b) other claims that Tenant is permitted under applicable law to make. If this Lease is not terminated as provided herein, Landlord and Tenant shall agree upon an equitable reduction in the part so taken shall remove from rent. If the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) parties fail to agree upon such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or reduction within a period of sixty (60) days after from the date when possession Tenant is required to give up such occupancy, use or access, whichever is earlier, Landlord and Tenant shall each choose one arbitrator and the two arbitrators so chosen shall choose a third arbitrator. The decision of any two of the premises shall be required by arbitrators concerning the condemning authority elect to terminate this Leaserent reduction, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Leaseany, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on Landlord and Tenant and any expense of the parties heretoarbitration shall be divided equally between Landlord and Tenant.

Eminent Domain. If AAF acknowledges and agrees that its relationship with the wholeDepartment under this Agreement is one of lessor and lessee and no other relationship either expressed or implied shall be deemed to apply to the Parties under this Agreement. Termination of this Agreement by the Department pursuant to the terms of this Agreement for any cause expressly provided for in this Agreement shall not be deemed a taking under any eminent domain or other law so as to entitle AAF to compensation for any interest suffered or lost as a result of termination of this Agreement, including but not limited to (i) any residual interest in the Agreement, or (ii) any other facts or circumstances arising out of or in connection with this Agreement. However, if the Department commences an actual eminent domain proceeding to condemn any or all of AAF’s leasehold interest in the Property under this Agreement, AAF shall have the right to seek just compensation for damages in accordance with applicable law. AAF acknowledges it has no property interest associated with this Agreement under state or federal law other than a leasehold interest under this Agreement. The intent of this section is that: (i) AAF shall not be entitled to assert claims in inverse condemnation or for eminent domain damages, fees, or costs in any action between the Parties that is fundamentally a dispute over the rights and responsibilities of the Parties under this Agreement; but (ii) AAF will be able to fully defend against an purely eminent domain action brought by the Department in which the issues are the Department’s right under the Florida Constitution and applicable Florida Statutes to condemn all or a part of AAF’s leasehold and the compensation AAF may be entitled to as a result of the condemnation. Notwithstanding the foregoing, or anything to the contrary contained in this Agreement, it is understood and agreed that AAF has not waived, but rather has expressly reserved, any and all rights, remedies and defenses available to AAF, at law and in equity, in the event that any use, occupancy, or title of the Property, or any part thereof, is taken, requisitioned or sold in, by or on account of the demised premises shall be taken any actual or condemned threatened eminent domain proceeding or other action by any competent person or authority for any public use not a party to this Agreement having the power to do so through eminent domain or purpose during the term of this Lease. TENANT reserves the unto itself other law, including without limitation, the right to prosecute its claim seek just compensation for an award based upon its leasehold interest for such taking, without impairing any rights damages arising out of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, taking and the TENANT may at any time either prior right to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises seek adequate substitute facilities in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretolaw.

Eminent Domain. If the wholeany person, corporation or authority, municipal, public, private or otherwise, shall at any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose time during the term of this Lease. TENANT reserves Lease or any extension or renewal hereof, lawfully condemn and acquire title to the unto itself Premises, or to any portion thereof in or by condemnation or other similar proceeding, pursuant to any law, general, special or otherwise, the respective rights of Landlord and Tenant shall be as hereinafter provided. A. Landlord shall be entitled to, and shall receive any and all awards or payments attributable to taking of the title to the Premises, including an easement or right of way therein, and Tenant shall and does hereby assign and transfer to prosecute its claim for an Landlord such award based upon or payment as may be made therefor. B. Tenant shall be entitled to, and shall receive, any and all awards or payments attributable to its leasehold interest improvements and any other award made specifically to Tenant for loss of business, moving expenses or other purposes, free and clear of every claim of every kind whatsoever by or on the part of Landlord as herein provided. C. The rental herein reserved for the term hereof then in effect shall be reduced by the same percentage as the building area taken (measured to the nearest whole square foot) bears to the area of the building prior to the taking (measured to the nearest whole square foot). If the taking is with regard to a portion of the land, the Landlord recognizes that a reduction in rent is warranted if said taking impacts the intended use or expansion of the improvement. The Landlord and Tenant agree that under such circumstances, they will attempt at such time to develop a reduction for the balance of the term. Failing agreement of the parties, the parties agree to submit this to arbitration. D. The term "taken" or "taking" shall include the actual physical taking of the Land and/or Building in whole or in part, without impairing any rights including those instances where the condemnor acquires fee simple title to the area condemned, as well as those instances where the condemnor acquires an easement, right of LANDLORD for way or estate of less than a fee simple title to the area condemned, provided that the taking of any such easement, right of way or injury to estate less than the reversion. In fee has the event effect of excluding the Tenant from that a part portion of the demised premises property or depriving Tenant of the beneficial use and enjoyment of such condemned area for any period. The terms "taken" and "taking" shall not include those instances, and Tenant shall not be taken entitled to any reduction in rentals or condemned that (a) price, where any easement, right of way, or other estate acquired by the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove condemnor does not exclude Tenant from the premises 20% area condemned or more does not deprive Tenant of the front depth of the parking areas beneficial use thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. SECTION 1. In the event that the land, Building or any part thereof, or the Demised Premises or any part thereof, shall be taken on condemnation proceedings or by the exercise of any right of eminent domain or by agreement between any superior lessors and lessees and/or Landlord on the one hand and any governmental authority authorized to exercise such right on the other hand, Landlord shall be entitled to collect from any such condemnation 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. SECTION 2. At any time during the Lease Term if title to the whole or substantially all of the land, Building and/or Demised Premises shall be taken in condemnation proceedings or by the exercise of any right of eminent domain or by agreement between any superior lessors and lessees and/or Landlord on the one hand and any governmental authority authorized to exercise such right on the other hand, this Lease shall terminate and expire on the date of such taking and the Base Rent and additional rent provided to be paid by Tenant shall be apportioned and paid to the date of such taking. SECTION 3. However, if substantially all of the land or Building is not taken and if only a part of the entire Demised Premises shall be so taken, this Lease nevertheless shall continue in full force and effect, except that either party may elect to terminate this Lease if that portion of the Demised Premises then occupied by Tenant shall be reduced by more than twenty-five (25%) percent by notice of such election to the other party given not later than thirty (30) days after (a) notice of such taking is given by the condemning authority, or (b) the date of such taking, whichever occurs later. Upon the giving of such notice this Lease shall terminate on the date of service of such notice and the Base Rent and additional rent due and to become due, shall be prorated and adjusted as of the date of the taking. If both parties fail to give such notice upon such partial taking, and this Lease continues in force as to any part of the wholeDemised Premises not taken, the rents apportioned to the part taken shall be prorated and adjusted as of the date of taking and from such date the Base Rent and additional rent shall be reduced to the amount apportioned to the remainder of the Demised Premises, and such proportionate share shall be recomputed to reflect the number of square feet of leased floor space remaining in the Demised Premises. SECTION 4. Notwithstanding the foregoing provisions of this Article and subject to the interests of any mortgagee or lessor or grantor under any superior mortgage(s) or superior lease(s), Tenant shall be entitled to claim, prove and receive in proceedings relating to any taking mentioned in the preceding Sections of this Article, such portion of each award made therein as represents the then value of Tenant's Property and moving and relocation expenses. SECTION 5. 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 shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall Demised Premises which does not result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision termination of this Lease, may as an alternative Landlord, at its expense, shall proceed with reasonable diligence to such termination of this Lease elect to purchase repair, alter and restore the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a remaining part of the demised premises shall be taken or condemned under circumstances under which Building and the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs Demised Premises to and alterations of the improvements on the demised premises for the purpose of restoring substantially the same to an economic architectural unit, susceptible to the same use condition as that which it was in effect immediately prior to such taking, taking to the extent that the same may have been necessary by such condemnationbe feasible, subject so as to constitute a pro-rata reduction in rental. Any dispute resulting from tenantable Building and Demised Premises, provided that Landlord's liability under this Section 9.3 of this Lease shall be submitted limited to the American Arbitration Society, whose decision shall be binding on the parties heretoamount received by Landlord as an award arising out of such taking.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (y) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (z) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. To the extent permitted under all applicable Loan Documents or otherwise consented to by any and all Lenders whose consent is required thereunder, Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. Notwithstanding anything to the contrary contained in this Article, Landlord shall not be required to restore the Affected Areas to the extent that Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder withholds its consent. 25.5. This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If the whole, any proceeding or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD action is commenced for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises Mortgaged Property, or any part thereof or interest therein, for public or quasi-public use under the power 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 Borrower receive any notice or other information regarding such proceeding, action, taking or damage, Borrower shall give prompt written notice thereof to Collateral Agent. Collateral Agent is entitled at its option, without regard to the adequacy of its security, to commence, appear in and prosecute in its own name any such action or proceeding. Collateral Agent 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 Borrower by reason of any such taking or damage to the Premises or any part thereof or any interest therein for public or quasi-public use under the 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 Collateral Agent and B▇▇▇▇▇▇▇ agrees to execute such further assignments of the Condemnation Proceeds as Collateral Agent 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 it in connection with any such action or proceeding, Collateral Agent 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 Collateral Agent’s option, to installments of principal and interest and other charges due under the Debentures and other Transaction Documents when the same become due and payable) provided that: (a) the taking or damage will not, in Collateral Agent’s reasonable judgment, materially impair the security for the Debentures; and (b) all conditions set forth in Section 1.5 are met. If all of the part so taken above conditions are met, Collateral Agent shall remove from disburse the premises 20% Condemnation Proceeds to Borrower and only as repairs or replacements are effected and continuing expenses become due and payable. If any one or more of the front depth above conditions are not met, Collateral Agent shall apply all of the parking areas thereofCondemnation Proceeds, or (c) after deductions as herein provided, to the part so taken shall consist of 25% or more repayment of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession outstanding balance of the premises shall Debentures, together with all accrued interest thereon, in such order as Collateral Agent may elect, notwithstanding that said outstanding balance may not be required by the condemning authority elect to terminate this Leasedue and payable, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT and Collateral Agent will have no such optionobligation to extend any further credit to Borrower pursuant to the Transaction Documents or otherwise. If the Condemnation Proceeds are not sufficient to repay the Debentures in full, then and in either such event the LANDLORD shallBorrower shall immediately pay any remaining balance, together with reasonable promptness, make necessary repairs to and alterations all accrued interest thereon. Application or release of the improvements on the demised premises for the purpose Condemnation Proceeds as provided herein will not cure or waive any default or notice of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior default hereunder or under any other Transaction Document or invalidate any act done pursuant to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretonotice.

Eminent Domain. Rights and duties in the event of condemnation are as follows: (a) If the whole, or any part whole of the demised premises Premises shall be taken or condemned by any competent authority for any public or quasi-public use or purpose during the term of purpose, this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part Lease shall cease and terminate as of the demised premises date on which title shall vest in that authority, and Tenant's rent shall be apportioned and paid up to that date. (b) If only a portion of the Premises shall be taken or condemned that condemned, this Lease shall not terminate, but the rent payable after the date on which Tenant shall be required to surrender possession of such portion shall be reduced in proportion to the decreased use suffered by Tenant as the parties may agree or as shall be determined by arbitration. (ac) In the part so taken includes event of any taking or condemnation in whole or in part, the building on entire resulting award of consequential damages shall belong to Landlord without any deduction for the demised premises value of the unexpired term of this Lease or for any other estate or interest in the Premises now or later vested in Tenant. Tenant hereby assigns to Landlord all its right, title and interest in any and all such awards. However, nothing herein contained shall be construed to prevent Tenant from asserting against the condemnor any separate and independent claims for damages occurring by reason of said condemnation for personal property, business, goodwill, cost of removing equipment, or moving expenses. (d) In the case of any such taking or condemnation referred to in this section, then if and when there is an actual taking of physical possession of the Premises or of any part thereof or in excess of thirty percent (b30%) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highwayfloor area thereof, then either Landlord or Tenant may cancel and in any such event, terminate this Lease as to the TENANT may at any time either prior whole of the Premises by giving notice to or the other party within a period of sixty ten (6010) days after such actual taking of physical possession. (e) If this Lease is not terminated as above provided following any of said actual takings, then Landlord shall repair the date when possession of buildings located on the premises Premises at its own expense; provided, however, that Landlord's obligation to repair shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible limited to the same use as that which was in effect immediately prior to amount of award actually received by it for such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If the wholewhole of the Premises or the Project or so much thereof as to render the balance unusable by Tenant shall be taken under power of eminent domain, or is sold, transferred or conveyed in lieu thereof, this Lease shall automatically terminate as of the date of such condemnation, or as of the date possession is taken by the condemning authority, at Landlord’s option. 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 same or any part thereof; provided, however, that Tenant’s assignment of the demised premises shall be taken or condemned by its interest in any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the condemnation award to Landlord is conditioned upon its legal right to prosecute its a separate claim in the condemnation proceeding for an any relocation award based upon its leasehold interest to which it may be entitled or for any furniture, trade fixtures or other fixtures which Tenant is entitled to remove at the termination of the Lease and which are subject to the taking, for the unamortized cost of any improvements paid for by Tenant and for any relocation or other business disruption loss Tenant incurs as a result of such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that of a part of the demised premises shall be taken partial taking described in this Article 18, or condemned that (a) the part so taken includes the building on the demised premises a sale, transfer or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas conveyance in lieu thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall which does not result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision termination of this Lease, may as the rent and/or Prevailing Rate shall be apportioned according to the ratio that the part of the Premises or parking remaining useable by Tenant bears to the total area of the Premises and/or parking and Landlord shall, at Landlord’s sole cost, repair the Project or the Premises so that the respective area constitutes an alternative economically viable unit and parking is reasonably available to such termination of this Lease elect to purchase the demised premises in accordance with such purpose optionTenant. In the event that TENANT shall fail to exercise Tenant hereby waives any such option and all rights it might otherwise have under law to terminate this Lease or to purchase the premises or in the event that of a part taking under power of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoeminent domain.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises Premises, or any part thereof or interest therein, or any building or improvement thereon, is taken or condemned for a public or quasi-public use, or is conveyed in lieu thereof (herein referred to as a "condemnation"), the rights of the Landlord and Tenant in respect of the condemnation proceeding and the condemnation proceeds and the effect of such condemnation proceeds on the terms of this Lease will be as follows: 12.1 Any condemnation allowance or award or judgment relating thereto, allowed or awarded to the Landlord or Tenant and any interest thereon ("condemnation proceeds") will be paid to the Landlord to the held and dealt with as provided in paragraphs (b) through (e) of this Section, excluding any special award for, or portion of award allowable and allocated to, the Tenant for the taking of the Tenant's personal property on the Premises including trade fixtures (and not for Tenant's interest in the Premises or in the building and improvements located on the Premises) or as special damages to the Tenant for disturbance of use, injury to business, relocation, storage or the like. 12.2 If the condemnation results in a taking of all of the Premises, the condemnation proceeds will be applied in the following order: 12.2.1 In satisfaction and discharge of all special assessments, if any, including both principal and interest, levied on the Premises or any part so taken shall remove thereof for benefits resulting from the premises 20% improvements for which or more in conjunction with which the condemnation was effected. 12.2.2 In reimbursement to Tenant of any amounts paid by it for real estate taxes or special assessments and which are included in the award, plus a pro rata portion of the front depth interest, if any, constituting part of the parking areas thereofaward. 12.2.3 The balance, or (c) if any, to the part so taken shall consist of Landlord as and for its own property. 12.3 In the event more than 25% or more of the total parking areaPremises is taken in condemnation proceedings, or (d) such partial taking shall result in cutting off direct access from the demised premises Tenant may either terminate this Lease by notice to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or Landlord within a period of sixty (60) 15 days after the effective date when possession of such taking, or, at its option, retain the Premises. In the event Tenant fails to notify Landlord of such termination within such 15 day period, Tenant will be deemed to have elected to retain the Premises. In the event (i) less than 25% of the premises shall be required by Premises is taken or (ii) more than 25% of the condemning authority Premises is taken and Tenant does not elect to terminate this Lease, or Tenant will restore the Premises to proper rentable condition forthwith, without abatement of rent. If the Lease is terminated pursuant to this subsection, all condemnation proceeds will be payable to Landlord. If the Lease is not terminated, the condemnation proceeds for the partial taking will be payable to Tenant to the extent needed to restore the Premises, with the balance, if any, payable to Landlord upon completion of construction. Any award for taking of and/or damage to any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall Premises which is not spent for restoration will be taken or condemned under circumstances under which for the TENANT account of Landlord. 12.4 If the condemnation will have no such optionresult in a taking of all the Premises, then and in either such event this Lease will terminate when the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations condemnor will take possession of the improvements on Premises, and the demised premises for rent hereunder will thereupon cease to accrue, but without affecting the purpose enforceability of restoring any rights under this Section 12 or any other accrued or contingent rights and obligations of the same parties under this Lease. 12.5 The foregoing provisions of this Section 12 will not be construed so as to deny either the Tenant or the Landlord the right to appeal or defend an economic architectural unit, susceptible appeal of the award allowed or covering its interest in the Premises to the same use district court or any other court having jurisdiction, whether or not the effect of the appeal will be to delay the taking or the final determination of allocation of the award. The amount of the award, as that which was used in effect immediately prior to such takingthis Section 12, refers to the extent award as finally determined in the condemnation proceedings or as accepted by the Landlord, provided that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 the Landlord will not accept an award which includes the Tenant's interest without the written consent of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoTenant.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. 25.1 In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2 In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (y) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (z) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3 Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4 If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. In To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 25.5 This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If the wholeMortgaged Estate, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so interest therein, be taken shall remove from the premises 20% or more damaged by reason of the front depth of the parking areas thereofany public improvement or condemnation proceeding, or in any other manner (c) the part so taken shall consist of 25% or more of the total parking areaa "Condemnation"), or (d) should Fine Host receive any notice or other information regarding any such partial taking proceeding, Fine Host shall result in cutting off direct access from give prompt written notice thereof to the demised premises to any adjacent public street or highway, then and Administrative Agent. The Administrative Agent may participate in any such eventCondemnation proceedings, and Fine Host shall from time to time deliver to the TENANT may Administrative Agent all instruments requested by the Administrative Agent to permit such participation. Fine Host shall, at its expense, diligently prosecute any time either prior such proceedings and shall consult with the Administrative Agent and its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. All proceeds of Condemnation awards or proceeds of sale in lieu of Condemnation with respect to the Mortgaged Estate and all judgments, decrees and awards for injury or within a period of sixty (60) days after damage to the date when possession Mortgaged Estate or any part thereof or interest therein shall be paid to the Administrative Agent and shall be applied first to all costs and expenses incurred by the Administrative Agent in obtaining the proceeds. The balance of the premises proceeds, if any, shall be required by applied at the condemning authority elect to terminate this Lease, option of Fine Host if no Event of Default has occurred and is continuing (or if any Event of Default has occurred and is continuing, at the option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken Administrative Agent), (i) toward altering, restoring or condemned under circumstances under which rebuilding the TENANT will have no Mortgaged Estate or such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent portion thereof that may have been necessary altered, damaged or destroyed or (ii) against Secured Obligations, in such order as Fine Host if no Event of Default has occurred and is continuing (or if any Event of Default has occurred and is continuing, in such order as the Administrative Agent), may in its discretion elect. If the Administrative Agent elects not to apply all of the Condemnation proceeds for the restoration or repair of the Mortgaged Estate as provided above, Fine Host shall not be required to repair or restore that portion of the Mortgaged Estate affected by such condemnation, subject the Administrative Agent's election and the failure to do so shall not constitute a pro-rata reduction breach by Fine Host of its obligation to maintain the Mortgaged Estate set forth in rentalSection 1.04 hereof. Any dispute resulting from Section 9.3 of this Lease shall be submitted Fine Host hereby assigns and transfers to the American Arbitration SocietyAdministrative Agent, whose decision for the ratable benefit of the Banks, and agrees to execute such further assignments of, all such proceeds, judgments, decrees and awards as the Administrative Agent may request. The Administrative Agent is hereby authorized, in the name of Fine Host, to execute and deliver valid acquittances for, and to appeal from, any such judgment, decree or award. The Administrative Agent shall be binding on not be, in any event or circumstance, liable or responsible for failure to collect or exercise diligence in the parties heretocollection of any proceeds, judgments, decrees or awards.

Eminent Domain. Section 13.01 If the wholemore than fifty percent (50%) of any Demised Premises, or any part more than fifty percent (50%) of the demised premises existing access to or from any Demised Premises, shall be taken or condemned by any competent authority for any public or quasi-public use under any statute or purpose during by right of eminent domain, or by purchase in lieu thereof and such taking makes the term Demised Premises unusable for the purposes set forth in Article IV, then this Lease shall terminate as of the date that possession has been so taken (the "Vesting Date"). (a) In the event of a taking of less than fifty percent (50%) of any Demised Premises or fifty percent (50%) of the access thereto, Tenant may elect to terminate this Lease. TENANT reserves Lease and not restore such Demised Premises if, by reason of the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking shall result in a diminution in value of or injury more than 20% of the Demised Premises and as a result of such taking Tenant's business at the Demised Premises has been materially and adversely affected. Tenant's business at the Demised Premises will be deemed materially adversely affected only if there is (i) a taking of a portion of the building located at the Premises making reconfiguration uneconomical, (ii) a taking of access to the reversionDemised Premises in which an alternative access provides significantly reduced traffic counts (iii) a taking of a significant number of parking spaces where alternative parking spaces are not available, or (iv) a taking that would preclude use of the Property for its current use under applicable zoning or other use regulations. (b) In the event Tenant elects by reason of any of the foregoing events described in this Article XIII to terminate the Lease to the Demised Premises ("Condemned Property"), Tenant shall give written notice to Landlord of its intention to so terminate within ninety (90) days after formal notice of the proposed taking is given to Tenant, and this Lease shall terminate as of the last day of the calendar month following the month in which such notice is given. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect revokes or terminates its condemnation proceeding, (i) Landlord, prior to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such date set for termination of this Lease with respect to the Condemned Property, may, by notice to Tenant, elect to purchase rescind such termination; and (ii) if Landlord has not re-leased or otherwise entered into an agreement with a third party regarding Tenant's leasehold interest on or before such date, Tenant may, by written notice to Landlord prior to the demised premises in accordance with date set for termination, elect to rescind such purpose optiontermination. In the event that TENANT of such termination, however, Tenant shall fail pay to exercise Landlord, prior to such termination date, an amount equal to the Fixed Rent and any such option to terminate then accrued Additional Rent in each case payable under this Lease to the date of such termination, and neither party shall have any further rights or liabilities under this Lease (except for rights and liabilities that explicitly survive termination or expiration of the Lease as set forth herein). With respect to purchase the premises or any items of Additional Rent which are payable by Tenant in the event of such termination, but which are not then ascertainable, Tenant shall pay to Landlord an amount equal to such Additional Rent as and when the same is determined. The covenants and agreements with respect to the adjustment and payment of items of Additional Rent shall survive the termination of this Lease. Section 13.03 In the event of a taking resulting in the termination of this Lease with respect to a Condemned Property pursuant to the provisions of Sections 13.01 or 13.02, the parties hereto agree to cooperate in applying for and in prosecuting any claim for such taking and further agree that a part the aggregate net award shall be distributed as follows: (a) Landlord shall be entitled to the entire award for the Condemned Property. (b) Tenant shall be entitled to any award that may be made for the taking of, or injury to or on account of, any cost or loss Tenant may sustain in the removal of its merchandise, fixtures, moveable trade fixtures and equipment and furnishings, and so long as it does not diminish the amount of the demised premises award otherwise available to Landlord for the Condemned Property, the award for loss of business and goodwill. (a) In case of a taking of less than fifty percent (50%) of the Demised Premises or fifty percent (50%) of the access thereto, and if this Lease is not terminated as provided in Section 13.02 above, Tenant shall proceed with diligence (subject to reasonable time periods for purposes of adjustment of any award and unavoidable delays) to repair or reconstruct the affected Building to a complete architectural unit (all such repair, reconstruction and work being referred to in this Article as "Reconstruction Work"). Landlord shall reimburse Tenant for the cost of the Reconstruction Work up to and not exceeding the net compensation amount realized by Landlord as a result of such taking (i.e., the gross amount of the compensation received by Landlord from the taking authority less all costs and expenses reasonably incurred by Landlord in pursuing, prosecuting, and/or recovering its claim to such award). All Reconstruction Work shall be taken performed pursuant to (and subject to) the requirements for Alterations set forth in Article VI. (b) In case of a taking of less than fifty percent (50%) Demised Premises, or condemned under circumstances under which less than fifty percent (50%) of the TENANT will have no such optionaccess thereto, then and if this Lease is not terminated as provided in either such event Section 13.02 above, the LANDLORD Fixed Rent payable hereunder shall, with reasonable promptness, make necessary repairs to from and alterations after the date of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, be reduced by an amount equal to the extent that may have been necessary product of (i) 1/12 multiplied by (ii) 9% multiplied by (iii) the net condemnation proceeds retained by Landlord after the application of any such condemnationproceeds to the repair, subject to a pro-rata reduction restoration or replacement necessitated by the condemnation taking. (c) As more particularly set forth in rental. Any dispute resulting from Section 9.3 of this Lease 13.03(b) above, Tenant shall be submitted entitled to claim, prove and receive in any condemnation proceeding such awards as may be allowed for loss of business and goodwill, provided such award shall not diminish the amount of the award otherwise available to Landlord for the Demised Premises hereunder. (d) Any compensation for a temporary taking shall be payable to Tenant without participation by Landlord, except to the American Arbitration Societyproportionate extent such temporary taking extends beyond the end of the Lease Term, whose decision and there shall be binding on the parties heretono abatement of Rent as a result thereof.

Eminent Domain. If any or all of the wholePremises are taken by the exercise of any power of eminent domain or are conveyed to or at the direction of any governmental entity under a threat of any such taking (each a "Condemnation"), Landlord shall be entitled to collect from the condemning authority thereunder the entire amount of any award made in any such proceeding or as consideration for such conveyance, without deduction therefrom for any leasehold or other estate or right held by Tenant under this Lease. Tenant hereby: (a) assigns to Landlord all of Tenant's right, title and interest, if any, in and to any such award; (b) waives any right which it may otherwise have in connection with such Condemnation, against Landlord or such condemning authority, to any payment for (i) the value of the then unexpired portion of the Term, (ii) leasehold damages, and (iii) any damage to or diminution of the value of Tenant's leasehold interest hereunder or any portion of the Premises not covered by such Condemnation; and (c) agrees to execute any and all further documents which may be required to facilitate Landlord's collection of any and all such awards. Subject to the operation and effect of the foregoing provisions of this Section, Tenant may seek, in a separate proceeding, a separate award on account of any damages or costs incurred by Tenant as a result of any Condemnation of any or all of the Premises, so long as such separate award in no way diminishes any award or payment which Landlord would otherwise receive as a result of such Condemnation. If (a) all of the Premises are taken by a Condemnation, or (b) any part of the demised premises shall be Premises is taken or condemned by any competent authority for any public use or purpose during a Condemnation and the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD remainder thereof is unfit for the taking reasonable operation therein of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereofTenant's business, or (c) the part so taken shall consist of 25% or more any of the total parking areaPremises is taken by a Condemnation and, in Tenant's opinion, it would be impractical to restore the remainder thereof, or (d) such partial taking shall result any of the Premises is taken by a Condemnation and, in cutting off direct access from Tenant's reasonable opinion, it would be impractical to continue to operate the demised premises to any adjacent public street or highwayremainder thereof, then and then, in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after Term shall terminate on the date when on which possession of so much of the premises shall be required Premises as is taken by such Condemnation is taken by the condemning authority elect thereunder, and all Rent payable hereunder shall be apportioned and paid to such date. If there is a Condemnation and the Term does not terminate this Lease, or if any option pursuant to purchase the premises is conferred upon the TENANT by any other provision foregoing provisions of this LeaseSection, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then operation and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted unaffected by such Condemnation, except that the Rent shall be reduced in proportion to the American Arbitration Society, whose decision shall be binding on square footage of the parties heretoarea taken by such Condemnation.

Eminent Domain. If In case the wholewhole of the Premises, or such part thereof as shall substantially interfere with Tenant's use and occupancy thereof, shall be taken for any public or quasi public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, either party may at its option terminate this Lease effective as of the date possession is required to be surrendered to said authority. Tenant shall not because of such taking assert any claim against the 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, excepting that Tenant may pursue a separate claim for the bonus value of the Lease after the Landlord has completed its claim. In the event the amount of property or the type of estate taken shall not substantially interfere with the conduct of Tenant's business, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant, and Landlord at its option may terminate this Lease. If Landlord does not so elect, Landlord shall promptly proceed to restore the Premises to substantially their same condition prior to such partial taking, and a proportionate allowance shall be made to Tenant for the rent corresponding to the time during which said restoration is being made and to the part of the demised premises Premises of which Tenant shall be taken or condemned by so deprived on account of such taking and restoration. Nothing contained in this paragraph shall be deemed to give Landlord any competent authority for interest in any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right award made to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD Tenant for the taking of or injury personal property and fixtures belonging to Tenant. Each party waives the reversion. In the event that a part provisions of Section 1265.130 of the demised premises shall be taken or condemned that (a) California Code of Civil Procedure allowing either party to petition the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option Superior Court to terminate this Lease or to purchase the premises or in the event that of a part partial taking of the demised premises shall be taken Premises or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoProject.

Eminent Domain. If If, prior to the wholeClosing Date, any Seller receives notice that a material portion of one of its Properties (or access or other material rights in connection therewith) as would, in Purchaser’s reasonable judgment, materially adversely affect the operation of such Property or uses of such Property is, or any part has been threatened in writing by a governmental authority of competent jurisdiction, to be taken by condemnation or eminent domain, such Seller shall promptly notify Purchaser, and at the election of Purchaser this Agreement shall, upon the giving of Notice of such event or of the demised premises condemning authorities’ intention so to take such Property, terminate with respect only to the impacted Property, but the Closing shall proceed with respect to the remaining Properties (with the Purchase Price reduced by the Allocated Purchase Price of the impacted Property). If Purchaser does not elect to terminate this Agreement prior to the Closing Date, on the Closing Date all of the proceeds of any award or payment made or to be made by reason of such taking shall be taken or condemned assigned by such Seller to Purchaser, and any competent authority for any public use or purpose during money theretofore received by such Seller in connection with such taking shall be paid over to Purchaser, whereupon Purchaser shall pay the term Purchase Price without abatement by reason of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking. Such Seller shall not settle, without impairing agree to, or accept any rights of LANDLORD for the award or payment in connection with a taking of or injury to the reversion. In the event that a part less than all of the demised premises Property without obtaining Purchaser’s prior written consent in each case, which consent shall not be taken unreasonably withheld or condemned delayed. As used in this Section, “material portion,” “material rights” or “materially adversely affect” shall mean, with respect to a Property, a taking or condemnation that (a) the part so taken includes the building on the demised premises would reduce available parking below that required by, or in general cause a violation of, any Legal Requirements or any part thereof Permitted Exceptions that would result in a Material Adverse Effect, or (b) the part so taken shall remove from the premises 20% or more would result in a condemnation award reasonably estimated to exceed five percent (5%) of the front depth of the parking areas thereofsuch Property’s Allocated Amount, or (c) would result in a condemnation award that, when combined with the part so taken shall consist amount of 25% all other condemnation awards for takings or more condemnations affecting any of the total parking areaother Properties, or would reasonably be estimated to exceed two and one-half percent (d2.5%) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose optionPurchase Price. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.WRIT Industrial I

Eminent Domain. If the whole, whole or any part of the demised premises shall be taken acquired or condemned by any competent authority Eminent Domain for any public or quasi public use or purpose during purpose, then, and in that event, the term of this Leaselease shall cease and terminate from the date of title vesting in such proceeding, and Tenant shall have no claim for the value of any unexpired term of said lease, and assigns to Owner, Tenant’s entire interest in any such award. TENANT reserves the unto itself Tenant shall have the right to prosecute its make an independent claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD to the condemning authority for the taking value of or injury Tenant’s moving expenses and personal property, trade fixtures and equipment, provided Tenant is entitled pursuant to the reversion. In the event that a part terms of the demised premises lease to remove such property, trade fixtures and equipment at the end of the term, and provided further such claim does not reduce Owner’s award. Assignment, Mortgage, Etc.: 11. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall be taken not assign, mortgage or condemned that (a) the part so taken includes the building on encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof or (b) to be used by others, without the part so taken shall remove from the premises 20% or more prior written consent of Owner in each instance. Transfer of the front depth majority of the parking areas thereofstock of a corporate Tenant or the majority interest in any partnership or other legal entity which is Tenant shall be deemed an assignment. If this lease be assigned, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Owner to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Owner to any adjacent public street further assignment or highwayunderletting. Electric Current: 12. Rates and conditions in respect to submetering or rent inclusion, then as the case may be, to be added in RIDER attached hereto. Tenant covenants and agrees that at all times its use of electric current shall not exceed the capacity of existing feeders to the building or the risers or wiring installation, and Tenant may not use any electrical equipment which, in any Owner’s opinion, reasonably exercised, will overload such event, installations or interfere with the TENANT may use thereof by other tenants of the building. The change at any time either prior to or within a period of sixty (60) days after the date when possession of the premises character of electric service shall in no way make Owner liable or responsible to Tenant, for any loss, damages or expenses which Tenant may sustain. Access to Premises: 13. Owner or Owner’s agents shall have the right (but shall not be required by the condemning authority elect obligated) to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase enter the demised premises in accordance with any emergency at any time, and, at other reasonable times, to examine the same and to make such purpose option. In the event that TENANT shall fail repairs, replacements and improvements as Owner may deem necessary and reasonably desirable to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations any other portion of the improvements on building or which Owner may elect to perform. Tenant shall permit Owner to use and maintain and replace pipes, ducts, and conduits in and through the demised premises and to erect new pipes, ducts, and conduits therein, provided they are concealed within the walls, floor, or ceiling. Owner may, during the progress of any work in the demised premises, take all necessary materials and equipment into said premises without the same constituting an eviction, nor shall the Tenant be entitled to any abatement of rent while such work is in progress, nor to any damages by reason of loss or interruption of business or otherwise. Throughout the term hereof, Owner shall have the right to enter the demised premises at reasonable hours for the purpose of restoring showing the same to prospective purchasers or mortgagees Rider to be added if necessary of the building, and during the last six months of the term, for the purpose of showing the same to prospective tenants. If Tenant is not present to open and permit an economic architectural unitentry into the demised premises, susceptible Owner or Owner’s agents may enter the same whenever such entry may be necessary or permissible by master key or forcibly, and provided reasonable care is exercised to safeguard Tenant’s property, such entry shall not render Owner or its agents liable therefore, nor in any event shall the obligations of Tenant hereunder be affected. If during the last month of the term Tenant shall have removed all or substantially all of Tenant’s property therefrom, Owner may immediately enter, alter, renovate or redecorate the demised premises without limitation or abatement of rent, or incurring liability to Tenant for any compensation, and such act shall have no effect on this lease or Tenant’s obligations hereunder. Subject to the same provisions of this lease, Owner agrees that, in connection with any access or activities by Owner pursuant to the provisions of this Article 13, Owner provide reasonable prior notice to Tenant of any such access (which may be made orally), except in an emergency, with Tenant having the opportunity to have a representative of Tenant present and Owner shall use as commercially reasonable efforts to minimize interference with (i) the use by Tenant and its employees of the Demised Premises for the used permitted under this lease and (ii) ingress to and egress from the Demised Premises by Tenant, its employees and invitees; provided, however, that which was Owner shall not be obligated to perform work on an overtime or premium basis. Upon completion of any activities by Owner in effect immediately prior the Demised Premises, Owner shall remove its tools and materials and debris from any affected areas and leave such areas broom clean and with any damage to such takingthe Demised Premises or Tenant’s property repaired, to the extent that occasioned by Owner’s performance of any such activities. Vault, Vault Space, Area: 14. No vaults, vault space or area, whether or not enclosed or covered, not within the property line of the building, is leased hereunder, anything contained in or indicated on any sketch, blue print or plan, or anything contained elsewhere in this lease to the contrary notwithstanding. Owner makes no representation as to the location of the property line of the building. All vaults and vault space and all such areas not within the property line of the building, which Tenant may have been necessary be permitted to use and/or occupy, is to be used and/or occupied under a revocable license, and if any such license be revoked, or if the amount of such space or area be diminished or required by any federal, state or municipal authority or public utility, Owner shall not be subject to any liability, nor shall Tenant be entitled to any compensation or diminution or abatement of rent, nor shall such condemnationrevocation, diminution or requisition be deemed constructive or actual eviction. Any tax, fee or charge of municipal authorities for such vault or area shall be paid by Tenant. Occupancy: 15. Tenant will not at any time use or occupy the demised premises in violation of the certificate of occupancy issued for the building of which the demised premises are a part. Tenant has inspected the demised premises and accepts them as is, subject to a pro-rata reduction in rentalthe riders annexed hereto with respect to Owner’s work, if any. Any dispute resulting from Section 9.3 of this Lease shall be submitted In any event, Owner makes no representation as to the American Arbitration Societycondition of the demised premises, whose decision shall be binding on and Tenant agrees to accept the parties heretosame subject to violations, whether or not of record.

Eminent Domain. If all the wholePremises or such portion thereof as would make it impossible for Lessee to continue its then existing business on the Premises is taken by condemnation or under the power of eminent domain, or sold under the threat of the exercise of said power (all of which are herein called "condemnation"), Lessee may, in its sole discretion, (i) exercise its option to purchase the Premises and be entitled to the award or payment resulting from the condemnation or (ii) terminate this lease as of the date the condemning authority takes title or possession, whichever occurs first. If any other taking (of the Premises or otherwise) adversely and substantially affects Lessee's use, access, or rights of ingress or egress of or to the Premises, then Lessee may (i) exercise its option to purchase the Premises and be entitled to receive the full amount of the award or payment resulting from the condemnation, (ii) elect to terminate this lease as of the date the condemning authority takes possession, or (iii) elect to repair the Premises and permit 164 the lease to continue. Lessee's election to terminate this lease or to exercise its option to purchase the Premises shall be made in writing within forty-five (45) days after Lessor has given Lessee written notice of the taking (or in the absence of such notice, within thirty (30) days after the condemning authority has taken possession). If Lessee does not terminate this lease in accordance with this section, this lease shall remain in full force and effect as to the portion of the Premises remaining, except that rent shall be reduced in the proportion that the area taken diminishes the value and use of the Premises to Lessee and the purchase price for the option to purchase shall by reduced by the difference between the amount of the award payable to Lessor on account of the condemnation and the portion of the award used by Lessee in the repair of the Premises. In the event that the Lessee does not elect to terminate the lease or exercise its option to purchase, Lessee shall promptly repair any damage to the Premises caused by condemnation and restore the remainder of the Premises to Lessee's reasonable satisfaction. Lessor shall place all proceeds of the condemnation award paid to it in escrow and make such proceeds available to Lessee for purposes of such repairs. Lessor shall be entitled to retain any of the award payable to it which is not used by Lessee in making repairs or restorations to the Premises. In the event Lessee exercises its option to purchase the Premises following the occurrence of a condemnation, any award or payment made upon condemnation of all or any part of the demised premises Premises shall be taken or condemned by any competent authority for any public use or purpose during the term property of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversionLessee. In the event that a part Lessee elects to terminate this lease, any award or payment made upon condemnation of the demised premises Premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more property of the front depth Lessor, whether such award or payment is made as compensation for the taking of the parking areas thereof, fee or (c) the part so taken as severance damages; provided Lessee shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior event be entitled to or Lessor shall give notice to Lessee within a period of sixty five (605) days after the date when possession receipt of notification from any condemning authority of its intention to take all or a portion of the premises shall be required by the condemning authority elect to terminate this LeasePremises. Notwithstanding anything, expressed or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such takingimplied, to the extent that contrary contained in this lease, Lessee, at its own expense, may have been necessary by in good faith contest any such condemnationaward for loss of or damage to Lessee's trade fixtures, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted removable personal property, and additions, alterations and improvements made to the American Arbitration SocietyPremises by Lessee, whose decision shall be binding on and for its loss of business or the parties heretoleasehold herein created or any other consequential or special damages, such as Lessee's relocation and moving expenses.

Eminent Domain. If If, prior to the wholeClosing Date, a Seller receives notice that a material portion of a Property (or access or other material rights in connection therewith) as would, in Purchaser’s reasonable judgment, materially adversely affect the operation of the Facility or uses of the Property is, or any part has been threatened in writing by a governmental authority of competent jurisdiction, to be taken by condemnation or eminent domain, Seller shall promptly notify Purchaser, and at the election of Purchaser this Agreement shall, upon the giving of Notice of such event or of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during condemning authorities’ intention so to take the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such takingProperty, without impairing any rights of LANDLORD for the taking of or injury terminate with respect only to the reversion. In impacted Property, but the event that a part of Closing shall proceed with respect to the demised premises shall be taken or condemned that remaining Properties (a) with the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required Purchase Price reduced by the condemning authority Allocated Purchase Price of that Property). If Purchaser does not elect to terminate this LeaseAgreement prior to the Closing Date, on the Closing Date all of the proceeds of any award or payment made or to be made by reason of such taking shall be assigned by Seller to Purchaser, and any money theretofore received by Seller in connection with such taking shall be paid over to Purchaser, whereupon Purchaser shall pay the Purchase Price without abatement by reason of such taking. Seller shall not settle, agree to, or if accept any option to purchase award or payment in connection with a taking of less than all of the premises is conferred upon the TENANT by any other provision of Property without obtaining Purchaser’s prior written consent in each case, which consent shall not be unreasonably withheld or delayed. As used in this LeaseSection, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event “material portion,” “material rights” or “materially adversely affect” shall mean a taking or condemnation which would reduce available parking below that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises required by, or in the event that general cause a part of the demised premises shall be taken violation of, any Legal Requirements or condemned under circumstances under which the TENANT will have no such optionany Business Agreement, then and or result in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs a condemnation award reasonably estimated to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoexceed Five Million Dollars ($5,000,000.00).

Eminent Domain. If In the wholeevent that all or any portion of the Leased Premises shall be taken by any governmental authority under the exercise of its right of eminent domain or similar right (or by act in lieu thereof), all right, title and interest in and to any award granted (or sums paid in lieu thereof) shall belong entirely to Sublessor, and Sublessee hereby assigns to Sublessor all of its interest, title or claim, if any, in and to such award (or sums paid in lieu thereof), including but not limited to, any part of such award attributable to Sublessee’s leasehold interest, if any. Nothing contained herein shall preclude Sublessee from seeking a separate award from the demised premises condemning authority for its moving expense and loss of any trade fixtures. In the event of a partial taking, rent shall be taken reduced as of the date of such taking by an amount that shall equitably reflect the portion of the property taken. If the taking is of such a substantial nature that (a) it includes more than 25% of the building area of the Leased Premises or condemned (b) Sublessee cannot conduct its operations in the Leased Premises, Sublessee shall have the option, to be exercised by any competent authority for any public use or purpose during notice in writing to the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for Sublessor within thirty (30) days after such taking, without impairing any rights of LANDLORD for to terminate this Sublease Agreement, or, if such taking be total, this Sublease Agreement shall terminate upon the taking of or injury to the reversiontaking. In the event that a part this Sublease Agreement is terminated pursuant to this Section 15, Sublessee shall not have any claim against Sublessor for the balance of the demised premises shall be taken or condemned that (a) unexpired term of this Sublease Agreement If the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) portion remaining after such partial taking shall result in cutting off direct access from does not allow Sublessee to operate its business and Sublessee vacates the demised premises to any adjacent public street or highwayProperty, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises Sublessee shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject entitled to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretofull rent abatement.

Eminent Domain. If 1. In the whole, event the Shopping Center or any part of the demised premises thereof shall be taken or condemned by any competent authority either permanently or temporarily for any public or quasi-public use or purpose during by any authority in appropriate proceedings or by any right of eminent domain, the term entire compensation award thereof, including, but not limited to, all damages as compensation, for diminution in value of this Leasethe Leasehold, reversion and fee, shall belong to Landlord, without any deduction therefrom for any present or future estate of Tenant, and Tenant hereby assigns to Landlord all its right, title, and interest to any such award. TENANT reserves the unto itself However, Tenant shall have the right to prosecute its claim recover from the condemning authority, but not from Landlord, such compensation as may be separately awarded to Tenant on account of the values of Landlord improvements made by Tenant and for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversionmoving and relocating expenses. 2. In the event that a part of taking under the demised premises shall be taken or condemned that power of eminent domain of (a) more than twenty-five percent (25%) of the part so taken includes the building on the demised premises or any part thereof Premises or (b) the part so taken shall remove from the premises 20% or more a sufficient portion of the front depth Shopping Center so that after such taking less than fifty percent (50%) of the parking areas thereof, or leasable floor area within all buildings located on the Shopping Center (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either as constituted prior to such taking) are occupied by tenants, either Landlord or Tenant shall have the right to terminate this Lease by notice in writing given within a period of sixty ninety (6090) days after the date when possession condemning authority takes possession, in which event all rents and other charges shall be prorated as of the premises shall be required by date of such termination. 3. In the condemning authority elect to terminate this Lease, or if event of a taking of any option to purchase portion of the premises is conferred upon the TENANT by any other provision Premises not resulting in a termination of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT Landlord shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part use so much of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations proceeds of the improvements on the demised premises Landlord's award for the purpose of restoring Premises as is required therefore to restore the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject Premises to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of complete architectural unit and this Lease shall be submitted continue in effect with respect to the American Arbitration Societybalance of the Premises, whose decision shall be binding on with a reduction of Minimum Rent in proportion to that portion of the parties heretoPremises taken.

Eminent Domain. If the whole12.1. All compensation, proceeds and awards paid to or received by Borrower in any taking by eminent domain or conveyance in lieu thereof that may affect all or any part of or interest in the demised premises Mortgaged Property (whether permanently or temporarily), including severance and consequential damages and damages from a change in the grade of any street, are hereby assigned to Lender subject to the terms hereof. Borrower hereby appoints Lender as its attorney-in-fact, coupled with an interest, to collect and receive the proceeds thereof and to give proper receipts therefor. Borrower authorizes and empowers Lender, as such attorney-in-fact, at Lender's option, on behalf of Borrower (notwithstanding the fact that the Indebtedness may not then be due and payable or that the Indebtedness is otherwise adequately secured), to adjust or join with Borrower in adjusting or compromising the claim for any such compensation, proceeds or awards. After deducting all costs of collection, such compensation, proceeds and awards shall be taken applied, at the option of Lender, as follows: (a) as a credit upon any portion of the Indebtedness, as selected by Lender; or condemned by any competent authority for any public (b) to restoring the Improvements, provided that no Event of Default has occurred and the Mortgaged Property can be restored to a condition and use or purpose during the term of this Lease. TENANT reserves the unto itself the right acceptable to prosecute Lender in its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversionsole discretion. 12.2. In the event that a part Lender elects not to apply such compensation, proceeds or awards to the Indebtedness (or such application is not permitted under the last sentence of Section 12.1 above), Lender shall release any such amounts in the same manner and under the same conditions as are specified in Section 7.4 above for the disbursement of insurance proceeds received in the event of casualty loss to the Mortgaged Property. 12.3. Borrower agrees to give Lender immediate notice of the demised premises shall be taken actual or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more threatened commencement of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such eventeminent domain proceeding, the TENANT may and agrees to promptly send to Lender copies of any and all papers served or received by Borrower in connection with any such proceedings. Borrower also agrees to make, execute and deliver to Lender at any time either prior to or within a period times, upon request, free, clear and discharged of sixty (60) days after the date when possession any encumbrance of the premises shall be required any kind whatsoever, any and all further assignments and/or other instruments which are deemed necessary by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises Lender for the purpose of restoring the same validly and sufficiently assigning to an economic architectural unitLender all such compensation, susceptible proceeds and awards to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoLender.

Eminent Domain. If 25.1 In the whole, event (a) the whole of all Affected Areas or any (b) such part thereof as shall substantially interfere with Tenant’s use and occupancy of the demised premises Premises for the Permitted Use shall be taken or condemned by any competent authority for any public use or quasi-public purpose during the term by any lawful power or authority by exercise of this Lease. TENANT reserves the unto itself the right of appropriation, condemnation or eminent domain, or sold to prosecute its claim for an award based upon its leasehold interest for prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2 In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas serving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or eminent domain, or sold to prevent such taking, then, without impairing regard to whether any rights portion of LANDLORD the Premises occupied by Tenant was so taken, Landlord may elect to terminate this Lease (except with regard to (a) items occurring prior to the taking and (b) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to make it uneconomical to continue use of the unappropriated portion for purposes of renting office or laboratory space. 25.3 To the extent permitted under all applicable Loan Documents and the Ground Lease or otherwise consented to by any and all Lenders whose consent is required and the Ground Lessor, Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of or injury Tenant’s personal property that was purchased and installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in the previous sentence, any award for such taking shall be the property of Landlord. 25.4 If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. Notwithstanding anything to the reversion. In contrary contained in this Article, Landlord shall not be required to restore the event that a part of Affected Areas to the demised premises shall be taken or condemned extent that (a) Landlord is prohibited from doing so by any applicable Loan Document or the part so taken includes the building on the demised premises or any part thereof Ground Lease or (b) the part so taken shall remove from Ground Lessor or any Lender whose consent is required withholds its consent. 25.5 This Article sets forth the premises 20% or more terms and conditions upon which this Lease may terminate in the event of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such eventtaking. Accordingly, the TENANT may at parties hereby waive the provisions of California Code of Civil Procedure Section 1265.130 (and any time either prior to or within a period of sixty (60successor statutes) days after permitting the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option parties to terminate this Lease or to purchase the premises or in the event that as a part result of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such any taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. 25.1 In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2 In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s reasonable opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3 To the extent permitted under all applicable Loan Documents or otherwise consented to by any and all Lenders whose consent is required thereunder, Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4 If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. In To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. Notwithstanding anything to the contrary contained in this Article, Landlord shall not be required to restore the Affected Areas to the extent that Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder withholds its consent. 25.5 This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option taking. Accordingly, the parties hereby waive the provisions of any Applicable Laws permitting the parties to terminate this Lease or to purchase the premises or in the event that as a part result of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such any taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If 22.1 In the wholeevent the whole of the Demised Premises, or any such part of thereof as shall substantially interfere with the demised premises Tenant's use and occupancy thereof, shall be taken or condemned by any competent authority for any public use or quasi-public purpose during the term by any lawful power or authority by exercise of this Lease. TENANT reserves the unto itself the right of appropriation, condemnation or eminent domain, or sold to prosecute its claim for an award based upon its leasehold interest for prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority. 22.2 In the event of a partial taking of the Building, the Project or of drives, walkways, and parking areas serving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or eminent domain, or sold to prevent such taking, then without impairing regard as to whether any rights portion of LANDLORD the Demised Premises occupied by Tenant was so taken, Landlord may elect to terminate this Lease as of such taking if such taking is, in the sole opinion of the Landlord, of 22.3 Tenant shall be entitled to any award which is specifically awarded as compensation for the taking of or injury Tenant's personal property, which was installed at Tenant's expense and for costs of Tenant moving to the reversiona new location. In the event that a part Except as before set forth, any award for such taking shall belong to Landlord. 22.4 If upon any taking of the demised premises nature described in this Article 22 this Lease continues in effect, the Landlord shall promptly proceed to restore the Demised Premises, Building, and the Project to substantially their same condition prior to such partial taking. To the extent such restoration is feasible, as determined by Landlord in its reasonable discretion, the Rent shall be taken or condemned that (a) abated proportionately based upon the part so taken includes extent to which Tenant use of the building Demised Premises has decreased on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more basis of the front depth percentage of the parking areas thereof, or (c) the part so taken shall consist of 25% or more rental value of the total parking area, or (d) Demised Premises after such partial taking shall result in cutting off direct access from and the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession rental value of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately Demised Premises prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If (a) In the whole, event thirty percent (30%) or any part more of the demised premises Premises shall be taken for a public or condemned by any competent authority for any public use or purpose during quasi−public use, this Lease shall terminate as of the term date of this Lease. TENANT reserves the unto itself actual physical taking (b) In the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights event of LANDLORD for the a partial taking of or injury less than thirty percent (30%) of the Premises, Landlord shall, with reasonable diligence, proceed at its own expense to reconstruct Or repair the reversionPremises and place the same in a tenantable condition within one hundred And twenty (120) days after the date of the actual physical taking. In the event that a part of such termination under the demised premises shall be taken or condemned that Subsection (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken parties shall remove be released from the premises 20% or more any and all further liability under this Lease, effective as of the front depth date of the parking areas thereof, or actual physical taking. (c) the part so taken During any reconstructing or repairing, Tenant shall consist of 25% or more be required to pay only that proportion of the total parking arearentals herein reserved as the area of the Premises remaining in a tenantable condition bears to the entire area herein leased. On completion of such reconstruction or repairing, or the rentals herein reserved shall be adjusted in the proportion that the reconstructed Premises bears to the original Premises, and thereafter Tenant shall be required to pay such adjusted rentals in accordance with the provisions of this Lease. (d) such partial taking If any portion of the Premises is taken which would have a substantial adverse effect on the intended use of the Building, which could not be rectified by an addition to the Building in another area, Tenant shall result in cutting off direct access from have the demised premises right to any adjacent public street or highway, then and terminate the Lease. (e) Any award made in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession taking of the premises Premises or shall be required by the condemning authority elect sole property of and be paid to the Landlord. Tenant shall have the right to terminate this the Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises . (e) Any award made in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part taking of the demised premises Premises or shall be taken or condemned under circumstances under which the TENANT will sole property of and be paid to Landlord. Tenant shall have no such option, then and in either such event the LANDLORD shall, right to seek its own claim for damages with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretotaking authority.

Eminent Domain. If the whole, The risk of any loss or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury damage to the reversionPurchased Assets by condemnation before the Closing Date hereunder is assumed by S▇▇▇▇▇. In the event that a part of the demised premises any condemnation proceeding is commenced or threatened, Seller shall be taken or condemned that give Purchaser written notice thereof within three (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (603) days after the date when possession occurrence of same, together with such reasonable details with respect thereto as to which Seller may have knowledge. In the event of any material taking of the premises Purchased Assets, Purchaser, by written notice to Seller within ten (10) days after notice of such proceeding or threatened proceeding from Seller, shall have the option to cancel this Agreement, in which event this Agreement shall terminate, Purchaser shall be required by refunded the Deposit plus accrued interest and neither party shall have any obligation to the other hereunder except for provisions that expressly survive the termination of this Agreement. For the purposes hereof, a “material” taking shall include: (i) any taking (1) the effect of which would be to require more than Two Hundred Fifty Thousand Dollars ($250,000.00) to repair the balance of the Purchased Assets or (2) materially impair the use or operation of the Purchased Assets; or (ii) any threat of a taking or any reasonably equivalent indication on the part of a condemning authority of such intention where there is no reasonable basis to conclude that the actual taking would not be material. If Purchaser shall not so elect to terminate this LeaseAgreement, then the sale of the Purchased Assets shall be consummated as herein provided for the Purchase Price provided for herein (without abatement) and Seller shall assign to Purchaser at the Closing all of Seller’s right, title and interest in and to all awards made in respect of such condemnation and any claims in respect of any rent insurance or if any option equivalent coverage maintained by it, and shall pay over to purchase the premises is conferred upon the TENANT Purchaser all amounts theretofore received by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises Seller in accordance connection with such purpose optiontaking or insurance. In the event that TENANT Purchaser shall fail be entitled to exercise participate in any such option to terminate this Lease or to purchase the premises or condemnation proceeding, and Seller shall cooperate with Purchaser in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretorespect.

Eminent Domain. If If, prior to the wholeClosing Date, any Seller receives notice that a material portion of one of its Properties (or access or other material rights in connection therewith) as would, in Purchaser’s reasonable judgment, materially adversely affect the operation of such Property or uses of such Property is, or any part has been threatened in writing by a governmental authority of competent jurisdiction, to be taken by condemnation or eminent domain, such Seller shall promptly notify Purchaser, and at the election of Purchaser this Agreement shall, upon the giving of Notice of such event or of the demised premises condemning authorities’ intention so to take such Property, either (i) terminate with respect only to the impacted Property, but the Closing shall proceed with respect to the remaining Properties (with the Purchase Price reduced by the Allocated Purchase Price of the impacted Property) or (ii) terminate in its entirety. If Purchaser does not elect to terminate this Agreement prior to the Closing Date, on the Closing Date all of the proceeds of any award or payment made or to be made by reason of such taking shall be taken or condemned assigned by such Seller to Purchaser, and any competent authority for any public use or purpose during money theretofore received by such Seller in connection with such taking shall be paid over to Purchaser, whereupon Purchaser shall pay the term Purchase Price without abatement by reason of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking. Such Seller shall not settle, without impairing agree to, or accept any rights of LANDLORD for the award or payment in connection ACTIVE/85729224.2 with a taking of or injury to the reversion. In the event that a part less than all of the demised premises Property without obtaining Purchaser’s prior written consent in each case, which consent shall not be taken unreasonably withheld or condemned delayed. As used in this Section, “material portion,” “material rights” or “materially adversely affect” means, with respect to a Property, a taking or condemnation that (a) the part so taken includes the building on the demised premises would reduce available parking below that required by, or in general cause a violation of, any Legal Requirements or any part thereof or Permitted Exceptions, (b) the part so taken shall remove from the premises 20% or more would result in a condemnation award reasonably estimated to exceed ten percent (10%) of the front depth of the parking areas thereofsuch Property’s Allocated Amount, or (c) would result in a condemnation award that, when combined with the part so taken shall consist amount of 25% all other condemnation awards for takings or more condemnations affecting any of the total parking areaother Properties, or would reasonably be estimated to exceed two and one-half percent (2.5%) of the Purchase Price, (d) such partial taking shall result in cutting off direct would impair reasonable access from to the demised premises Property without comparable substitute access acceptable to Purchaser being available or (e) would give any adjacent public street or highway, then and in any such event, Required Tenant the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect right to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT its Lease (which right has not then been waived in writing by any other provision of this Lease, may as an alternative to all such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoRequired Tenants).

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. To the extent permitted under all applicable Loan Documents or otherwise consented to by any and all Lenders whose consent is required thereunder, Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. Notwithstanding anything to the contrary contained in this Article, Landlord shall not be required to restore the Affected Areas to the extent that Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder withholds its consent. 25.5. This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option taking. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

Eminent Domain. If Should the whole, entire Property or any part interest therein in excess of $250,000 in value individually or $3,000,000 in value in the demised premises shall aggregate be taken or condemned damaged by any competent authority for reason of any public use or purpose during improvement or condemnation proceeding (a “Material Condemnation”), or should Borrower receive any notice or other information regarding such Material Condemnation, Borrower shall give prompt written notice thereof to Lender. Lender shall be entitled to all compensation, awards and other payments or relief granted in connection with such Material Condemnation and, at its option, may commence, appear in and prosecute in its own name any action or proceedings relating thereto. Lender shall be entitled to make any compromise or settlement in connection with such taking or damage. All compensation, awards, and damages awarded to Borrower related to any Material Condemnation (the term “Proceeds”) are hereby assigned to Lender and Borrower agrees to execute such further assignments of the Proceeds as Lender may require. Lender shall have the option of applying or paying the Proceeds in the same manner as insurance proceeds as provided herein. Borrower appoints Lender as its attorney-in-fact to receive and endorse the Proceeds to Lender, which appointment is coupled with an interest and shall be irrevocable as long as any Obligations remain unsatisfied. Notwithstanding anything set forth in this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury Section 5.21 to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereofcontrary, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event of any taking or condemnation which is not a Material Condemnation, Borrower is authorized to make proof of loss, settle, adjust or compromise any claims for loss or damage with the condemning authority, and shall be entitled to receive all proceeds related thereto; provided that a part Borrower covenants to use such proceeds for the repair, replacement or restoration of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoProperty.