Common use of Eminent Domain Clause in Contracts

Eminent Domain. If more than ten percent (10%) of the Premises or more than ten percent (10%) of the parking spaces shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, either party hereto shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraph.

Eminent Domain. Section 13.1 If more than ten percent (10%a) all of the Premises or more than ten percent (10%) floor area of the parking spaces Premises, or so much thereof as shall render the Premises wholly untenantable, shall be taken permanently acquired or appropriated by condemned for any public or quasi-public authority under use or purpose, or (b) a portion of the power Real Property, not including the Premises, shall be so acquired or condemned, but by reason of eminent domainsuch acquisition or condemnation, either party hereto Tenant no longer has means of access to the Premises, then this Lease and the Term shall have end as of the rightdate of the vesting of title with the same effect as if that date were the Expiration Date. If the parking area or a material portion thereof shall be permanently acquired or condemned for any public or quasi-public use or purpose such that Tenant has insufficient parking for its use of the Premises, at and if Tenant is unable after using good faith efforts to obtain substitute sufficient parking for its optionuse of the Premises, Tenant may upon notice to Landlord, within sixty one hundred twenty (60120) days after said such taking, terminate this Lease. If Tenant has insufficient parking by reason of a condemnation or other taking as aforesaid and Tenant finds suitable replacement parking or other reasonable alternatives thereto (including van or shuttle services) then provided Tenant does not exercise its right, if any, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) Lease, Landlord shall reimburse Tenant for the costs of the Premises such replacement parking or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant alternatives up to the provisions hereof following any partial taking net proceeds actually received by Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant from the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usablecondemning authority. In the event of any taking termination of this Lease and the Term pursuant to the provisions of this Article 13, Fixed Rent and Additional Rent shall be apportioned as of the date of sooner termination and any prepaid portion of Fixed Rent or appropriation whatsoeverAdditional Rent for any period after such date shall be refunded by Landlord to Tenant. Section 13.2 In the event of any such acquisition or condemnation of all or any part of the Real Property, Landlord shall be entitled to receive the entire award for any and all awards and/or settlements which may be given and such acquisition or condemnation. Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term portion of this Leasethe Term, and Tenant hereby expressly assigns to Landlord all of its right in and to any such right or claim; provided, however, that Tenant award. Nothing contained in this Section 13.2 shall be entitled deemed to prevent Tenant from making a separate claim in any separate condemnation proceedings for the then value of any Tenant’s Property and Alterations included in such taking and for any moving expenses, provided such award shall be made by the condemning authority solely for in addition to, and shall not result in a reduction of, the award made by it to Landlord. Section 13.3 If only a part of the Real Property shall be so acquired or on account condemned then, subject to Section 13.1, this Lease and the Term shall continue in force and effect. If a part of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises shall be so acquired or for any loss condemned and this Lease and the Term shall not be terminated, Landlord, at Landlord’s expense, shall restore that part of the Premises not so acquired or damage condemned so as to constitute tenantable Premises. From and after the date of the vesting of title, Fixed Rent and Additional Rent shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphacquisition or condemnation.

Eminent Domain. Section 16.1. If more than ten thirty-three percent (1033%) of the Premises floor area ------------ of the building on the demised premises or if more than ten thirty-three percent (1033%) of the parking spaces area of the Parking and Accommodation Areas shall be taken or appropriated by any public or quasi-public authority under the power of eminent domaindomain and the portion not so taken will not be reasonably adequate for the operation of Tenant's business after the Landlord completes such repairs or alterations as the Landlord is obligated or elects to make, either party hereto Tenant shall have the rightright to elect either to terminate this Lease, at its optionor, within sixty (60) days after said taking, subject to Landlord's right to terminate this Lease upon thirty pursuant to Section 16.4., to ------------ continue in possession of the remainder of the demised premises and shall notify Landlord in writing within ten (3010) days' written noticedays after such taking of Tenant's election. If (i) In the event less than ten thirty-three percent (1033%) of the Premises floor area of the building on the demised premises or the parking spaces are taken or (ii) more less than ten thirty three percent (1033%) of the Premises or such parking spaces are area of the Parking and Accommodation Areas shall be taken, but neither party elects to terminate as all of the terms herein providedprovided shall continue in effect, except that the Minimum Rent thereafter to be paid base rent (and any other rent allocated based on Tenant's square footage in the building) shall be equitably reduced. If reduced in the Lease is not terminated pursuant same proportion that the floor area of the building on the demised premises taken bears to the provisions hereof following any partial taking original floor area of the building on the demised premises, and Landlord shall promptly repair, restore, at its own cost and expense make all necessary repairs or rebuild for occupancy by Tenant alterations to the building so as to constitute the portion of the Premises building not so takentaken a complete architectural unit and the demised premises a complete unit for the purposes allowed by this Lease, but such work shall not exceed the scope of the work to be done by Landlord in originally constructing said building. Section 16.2. If, during Each party waives the repair, restoration, or rebuilding required, provisions of Code of Civil ------------ Procedure Section 1265.130 allowing either party to petition the Premises are not usable Superior Court to terminate this Lease in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of a partial taking. Section 16.3. All damages or awards for any taking under the power of ------------ eminent domain whether for the whole or appropriation whatsoevera part of the demised premises shall belong to and be the property of Landlord whether such damages or awards shall be awarded as compensation for diminution in value to the leasehold or to the fee of the demised premises; provided however, that Landlord shall not be entitled to any and all awards and/or settlements which may be given and the award made to Tenant shall have no claim against or Landlord for any amounts whatsoeverloss of business, depreciation to, and in no event shall cost or removal of stock and fixtures and for leasehold improvements which have been installed by Tenant have any claim whatsoever against Landlord or at its sole cost and expense less depreciation which is to be computed on the condemning authority for basis of completely depreciating such leasehold improvements during the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired initial demised term of this Lease, and any award made to Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant in excess of the then depreciated value of leasehold improvements shall be entitled payable to any separate award made the Landlord. Section 16.4. If more than thirty-three percent (33%) of the floor areas ------------ of the building on the demised premises shall be taken under power of eminent domain, or if more than thirty-three percent (33%) of the area of the Parking and Accommodation Areas shall be so taken, Landlord may, by written notice to Tenant delivered on or before the condemning date of surrendering possession to the public authority solely for or on account pursuant to such taking, terminate this Lease as of such date. Section 16.5. If this Lease is terminated as provided in this Article, ------------ the rent shall be paid up to the day that possession is so taken by public authority and Landlord shall make a prorata refund of any loss or expense which rent and all deposits paid by Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphadvance and not yet earned.

Eminent Domain. A. If more than ten percent twenty-five (1025%) percent or more of the Floor Space of the Premises or more than ten percent (10%) of the parking spaces shall be taken or appropriated condemned by any competent authority for any public or quasi-public authority under the power of eminent domainuse or purpose, either party hereto shall have may elect, by giving notice to the right, at its option, within other not more than sixty (60) days after said takingthe date on which title shall vest in such authority, to terminate this Lease, and, in either such event, the Term of this Lease upon thirty shall cease and terminate as of the said date of title vesting. In case of any taking or condemnation, whether or not the Term of this Lease shall cease and terminate, the entire award shall be the property of Landlord and Tenant hereby assigns to Landlord all its right, title and interest in and to any such award. Tenant shall, however, be entitled to claim, prove and receive in the condemnation proceeding such awards as may be allowed for loss of lease, moving expense, fixtures and other equipment installed by it but only if such awards shall be made by the condemnation court in addition to the award made by it for the land and the building or part thereof so taken. B. The current Rent (30except Percentage Rent) days' written notice. If in the case of any taking or condemnation, shall be apportioned as of the date of vesting of title and, if the Term of the Lease shall not have ceased and have been terminated as of said date, Tenant shall be entitled to a pro rata reduction in the Rent (iexcept Percentage Rent) less than ten percent (10%) payable hereunder based on the proportion which the Floor Space of the space taken bears to the entire Floor Space of the Premises immediately prior to such taking. C. If more than fifty (50%) percent of the Floor Space of the Enclosed Shopping Center, or if more than twenty-five (25%) percent of the total Floor Space in the Shopping Center shall be so taken or conveyed, or if so much of the parking spaces are facilities shall be so taken or (ii) more than ten percent (10%) conveyed that a reasonable number of parking spaces necessary, in Landlord's judgment, for the continued operation of the Premises Shopping Center shall not be available for use by patrons of the Shopping Center, then, in any such event, Landlord may, by notice in writing to Tenant delivered on or such parking spaces are takenbefore the day of surrendering possession to the Governmental Authority, but neither party elects to terminate as herein providedthis Lease, the Minimum and Rent thereafter to shall be paid shall be equitably reduced. or refunded as of the date of termination. D. If the this Lease is not terminated pursuant to the provisions hereof following any partial taking of this Section 7.2, Landlord shall promptly repairshall, restoreat its expense, but only to the extent of an equitable proportion of the net award or rebuild other compensation (after deducting legal and all other fees in connection with obtaining said award) for occupancy by Tenant the portion taken or conveyed, of the Premises not so taken. If, during the repair, restoration, or rebuilding required, building of which the Premises are not usable a part (excluding award for land) make such repairs or alterations as are in Landlord's reasonable judgment necessary to constitute the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored building a complete architectural and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphtenantable unit.

Eminent Domain. If more than ten If, during the Term, the Premises or any part thereof, or the whole or any substantial part of the Building, shall be taken, or if a conveyance shall be made in anticipation thereof, for any street or other public use, by action of the municipal, state, federal or other authorities, or shall receive any substantial direct or consequential damage for which Landlord shall be entitled to compensation by reason of anything lawfully done in pursuance of any public authority (referred to herein as a “Taking”), then this Lease and the Term hereof shall terminate at the election of Landlord and such election may be made in case of any such taking notwithstanding the entire interest of Landlord may have been divested by such taking; and if Landlord does not so elect, then in case of any such taking or destruction of, or damage to, the Premises, rendering the same or any part thereof unfit for use and occupation, a just proportion of the Base Rent and Additional Rent for real estate taxes and Operating Expenses hereinbefore reserved according to the nature and extent of the injury sustained by the Premises, shall be suspended or abated until the Premises or, in case of such taking, what may remain thereof, shall have been put in proper condition for use and occupation. To the extent that the Premises, upon having been put in proper condition for use and occupation are smaller, the Base Rent hereinbefore reserved and Tenant’s Pro-Rata Share shall be adjusted for the balance of the lease term in the same proportion which the reduction in space bears to the original RSF of the Premises. In the event of a Taking where Tenant’s use and enjoyment of twenty-five percent (1025%) or more of the Premises or more than ten percent (10%) of the parking spaces shall be taken or appropriated by any public or quasi-public authority under the power of eminent domainhas been impacted, either party hereto shall have the right, at its option, Tenant may terminate this Lease upon written notice to Landlord within sixty (60) days after said of such Taking. If this Lease is not terminated as provided in this Section and to the extent proceeds are made available to Landlord, Landlord shall use commercially reasonable efforts to apply, so much of the available proceeds of the eminent domain award as are required to restore the Premises to a condition, to the extent practical, substantially the same as that existing on the date of such taking, but subject to zoning laws and building codes then in existence. If the available proceeds of the eminent domain award are insufficient in Landlord’s opinion for that purpose, there shall be no obligation by Landlord to expend funds in excess of said proceeds allocated to the Premises. Tenant shall have the right to terminate this Lease upon thirty by notice to Landlord after the Landlord does not restore the Premises to the condition required above within one hundred and twenty (30120) days' written noticedays of such taking. If (i) less than ten percent (10%) The term “available proceeds” shall mean the amount of the Premises or award paid to the parking spaces are taken or (ii) more than ten percent (10%) Landlord and available to the repair of the Premises or such parking spaces are takenPremises, but neither party elects to terminate as herein providedless cost of obtaining the same (including, without limitation, reasonable attorneys’ fees and appraisal fees) and less the Minimum Rent thereafter amount thereof required to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following a mortgagee and less any partial taking amounts as determined by Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion in Landlord’s reasonable discretion to other portions of the Premises not so takenBuilding other than the Premises. IfLandlord reserves, during the repairfor itself, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled all rights to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord compensation for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in damage to the Premises or any Leasehold improvements therein part thereof, or for the value leasehold hereby created, heretofore accrued or hereafter to accrue, by reason of any unexpired term taking for public use of this Leasesaid Premises or any portion thereof, or right appurtenant thereto, or privilege or easement in, through, under or over the same, and by way of confirmation of the foregoing Tenant hereby expressly assigns all rights to Landlord any such right damages heretofore accrued or claimhereafter accruing during the term to Landlord; provided, however, that Tenant nothing herein contained shall be entitled limit Tenant’s right to any separate award made by for the condemning authority solely for or on account taking of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandisepersonal property, trade fixturesmoving and relocation awards, expenses, or equipment from other items including the Premises or for any loss of or damage to such items business goodwill so long as the payment of Tenant's personal property. Nothing contained in this paragraph which shall be any liability of Tenant to Landlord which arose prior to not reduce the effective date of any termination of this Lease pursuant to this paragraphaward payable to, as applicable, Landlord.

Eminent Domain. Section 11.1 If more than ten percent (10%) the whole of the Real Property, the Building or the Premises or more than ten percent (10%) of the parking spaces shall be taken acquired or appropriated by condemned for any public or quasi-public authority under use or purpose, this Lease and the power Term shall end as of eminent domainthe 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, either party hereto (1) except as hereinafter provided in this Section 11.1, this Lease and the Term shall have continue in force and effect but, if a part of the rightPremises 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) whether or not the Premises shall be affected thereby, Landlord, at its Landlord’s option, may give to Tenant, within sixty (60) days after said takingnext following the date upon which Landlord shall have received notice of vesting of title, a ninety (90) days’ notice of termination of this Lease if Landlord shall elect to terminate leases (including this Lease Lease), affecting at least fifty percent (50%) of the rentable area of the Building; 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 or if, in Tenant’s reasonable opinion, the portion of the Premises remaining shall be inadequate for Tenant to conduct its business at the Premises or if a temporary taking of the Premises is in excess of one hundred eighty (180) days, 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' written notice’ notice of termination of this Lease. If any such thirty (i30) less than ten percent 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 (10%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 or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If so acquired or condemned and this Lease and the Lease is Term shall not be terminated pursuant to the foregoing provisions hereof following any partial taking Landlord of this Section 11.1, Landlord, at Landlord’s expense, shall promptly repair, restore, or rebuild for occupancy by Tenant the portion restore that part of the Premises not so taken. Ifacquired or condemned to a self-contained rental unit to a condition similar to that on the Commencement Date exclusive of Tenant’s Alterations, during except that if such acquisition or condemnation occurs prior to completion of the repairInitial Alterations, restoration, or rebuilding required, Landlord shall only be required to restore that part of the Premises are not usable in the reasonable opinion so acquired or condemned to a self-contained rental unit exclusive of Tenant, the Rent shall be abated until the Premises are restored and usable’s Alterations. In the event of any taking termination of this Lease and the Term pursuant to the provisions of this Section 11.1, the Fixed Rent shall be apportioned as of the earlier of (i) the date of sooner termination or appropriation whatsoever(ii) vesting of title, and any prepaid portion of Fixed Rent or 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 Real Property, Landlord shall be entitled to receive the entire award for any and all awards and/or settlements which may be given and such acquisition or condemnation, Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term portion of this Lease, the Term and Tenant hereby expressly assigns to Landlord all of its right in and to any such right 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, provided that same does not reduce any award or claimpayment to Landlord. Section 11.3 If the whole or any part of the Premises shall be acquired or condemned temporarily (not to exceed one hundred eighty (180) days) during the Term for any public or quasi-public use or purpose, Tenant shall give prompt notice thereof to Landlord and the Term shall not be reduced or affected in any way and Tenant shall continue to pay in full all items of Rental payable by Tenant hereunder without reduction or abatement, and Tenant shall be entitled to receive for itself any award or payments for such use, 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 considered by Landlord as appropriate to cover the expenses of the restoration shall be retained by Landlord, without application as aforesaid, and applied toward the restoration of the 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 apportioned between Landlord and Tenant as of the Expiration Date; Tenant’s share thereof, if paid less frequently than in monthly installments, shall be paid to Landlord and applied in accordance with the provisions of clause (i) above, provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account amount of any loss award or expense which Tenant may sustain payment allowed or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from retained for restoration of the Premises or for any loss shall remain the property of or damage to such items of Tenant's personal property. Nothing contained in Landlord if this paragraph Lease shall be any liability of Tenant to Landlord which arose expire prior to the effective date restoration of any termination of this Lease pursuant to this paragraphthe Premises.

Eminent Domain. Section 16.1. If more than ten thirty-three percent (1033%) of the Premises or more than ten percent (10%) floor area of the parking spaces building on the demised premises shall be taken or appropriated by any public or quasi-public authority under the power of eminent domaindomain and the portion not so taken will not be reasonably adequate for the operation of Tenant’s business after the Landlord completes such repairs or alterations as the Landlord is obligated or elects to make, either party hereto Tenant shall have the rightright to elect either to terminate this Lease, at its optionor, subject to Landlord’s right to terminate the Lease pursuant to Section 16.4., to continue in possession of the remainder of the demised premises and shall notify Landlord in writing within sixty ten (6010) days after such taking of Tenant’s election. In the event less than thirty-three percent (33%) of the floor area of the building on the demised premises shall be taken or Tenant elects to remain in possession, as provided in the first sentence hereof, all of the terms herein provided shall continue in effect, except that the base rent shall be reduced in the same proportion that the floor area of the building on the demised premises taken bears to the original floor area of the building on the demised premises, and Landlord shall at its own cost and expense make all necessary repairs or alterations to the building so as to constitute the portion of the building not taken a complete architectural unit and the demised premises a complete unit for the purposes allowed by this Lease, but such work shall not exceed the scope of the work to be done by Landlord in originally constructing said taking, building. Section 16.2. Each party waives the provisions of Code of Civil Procedure Section 1265.130 allowing either party to petition the Superior Court to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of a partial taking. Section 16.3. All damages or awards for any taking under the power of eminent domain whether for the whole or appropriation whatsoevera part of the demised premises shall belong to and be the property of Landlord whether such damages or awards shall be awarded as compensation for diminution in value to the leasehold or to the fee of the demised premises; provided however, that Landlord shall not be entitled to any and all awards and/or settlements which may be given and the award made to Tenant shall have no claim against or Landlord for any amounts whatsoeverloss of business, depreciation to, and in no event shall cost or removal of stock and fixtures and for leasehold improvements which have been installed by Tenant have any claim whatsoever against Landlord or at its sole cost and expense less depreciation which is to be computed on the condemning authority for basis of completely depreciating such leasehold improvements during the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired initial term of this Lease, and any award made to Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant in excess of the then depreciated value of leasehold improvements shall be entitled payable to the Landlord. Section 16.4. 1f more than thirty-three percent (33%) of the floor areas of the building on the demised premises shall be taken under power of eminent domain, or if any separate award made part of the Parking and Accommodation Areas shall be so taken, Landlord may, by written notice to Tenant delivered on or before the condemning date of surrendering possession to the public authority solely for or on account pursuant to such taking, terminate this Lease as of such date. Section 16.5. If this Lease is terminated as provided in this Article, the rent shall be paid up to the day that possession is so taken by public authority and Landlord shall make a prorate refund of any loss or expense which rent and all deposits paid by Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphadvance and not yet earned.

Eminent Domain. 21.1 If more than ten percent (10%) the entire Premises, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of the Premises or more than ten percent (10%) of the parking spaces shall be Tenant’s business, is taken or appropriated by any public or quasi-public authority a governmental agency under the power of eminent domaindomain or conveyed in lieu thereof, either party hereto shall have the right, at its option, within sixty (60) days after said taking, to may terminate this Lease by serving written notice upon the other party hereto within thirty (30) days' written noticedays thereafter. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, Landlord shall receive (iand Tenant shall assign to Landlord upon demand by Landlord) less than ten percent (10%) any income, Rent, award or any interest therein which may be paid in connection therewith, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are is so taken, but appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate as herein providedthis Lease, the Minimum then Base Rent thereafter to be paid and Additional Rent payable hereunder shall be equitably reduced. If abated in the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant proportion that the portion of the Premises not so taken. If, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the repairLease Term, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent this Lease shall be abated until the Premises are restored and usableremain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any taking such temporary taking, appropriation or appropriation whatsoeverconveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoeverreceive the balance of such award. To the extent that it is inconsistent with the above, and in no event shall Tenant have any claim whatsoever against Landlord or each party hereto hereby waives the condemning authority for provisions of Section 1265.130 of the loss or diminution in value California Code of its Leasehold interest Civil Procedure allowing either party to petition a court to terminate this Lease in the Premises or any Leasehold improvements therein or for event of a partial taking of the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphPremises.

Eminent Domain. (a) Mortgagor shall notify Mortgagee immediately upon obtaining knowledge of any Taking affecting the Trust Estate or any part thereof. If more the Taking is a Taking of less than ten percent (10%) the whole or substantially all of the Premises or more than ten percent (10%) of the parking spaces shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, either party hereto shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If but (i) less is estimated to result in an award of more than ten percent (10%) of the Premises or the parking spaces are taken $10,000,000 or (ii) the Taking will interfere with or adversely affect the operation of the Casino Hotel (other than any portion thereof consisting solely of unimproved, paved or unpaved surface parking) other than to a de minimis extent, then within 30 days after such Taking, Mortgagor shall deliver to Mortgagee a certificate of an Architect stating whether, in such Architect's opinion, applicable Legal Requirements permit the Restoration of any buildings and improvements for the same uses and to the same size and quality in all material respects as existed immediately prior to the Taking (and if said certificate states that Legal Requirements do not permit such Restoration, said certificate shall describe the manner closest approximating such criteria to which the buildings and improvements could be so restored and shall be accompanied by a Certificate of Appraised Value dated not more than ten percent 10 days prior to delivery setting forth the Appraised Value immediately prior to the Taking and the estimated Appraised Value immediately after the permitted Restoration). If Mortgagor is required to deliver such Certificate of Appraised value and if based on such Certificate of Appraised Value immediately after Restoration, (10%i) the Outstanding Amount of Indebtedness of the Mortgagor, the Company or TCHI immediately after such Restoration shall exceed the greater of (A) 80% of the Appraised Value immediately after such Restoration or (B) the quotient of the Outstanding Amount of Indebtedness of the Mortgagor, the Company or TCHI immediately prior to such Taking divided by the Appraised Value immediately prior to the Taking multiplied by the Appraised Value immediately after such Restoration, or (ii) applicable Legal Requirements do not permit the Restoration of the Casino Hotel for use as a casino and hotel complex, then, in any of such events, the Taking shall be deemed a Taking of "the whole or substantially all of the Premises." The Taking shall be deemed a Taking of "less than the whole or substantially all of the Premises" if Mortgagor is not required to deliver a Certificate Of Appraised Value or if, at the time of delivery of such Certificate, neither of the tests set forth in clauses (i) and (ii) is met. (b) If at any time there shall occur a Taking of less than the whole or substantially all of the Premises and the award or awards resulting therefrom payable to Mortgagor (and not to any lessor under any Facility Lease) (after there shall have been first deducted the fees and expenses incurred in connection with the termination, settlement and collection of such parking spaces are takenaward or awards, but neither party elects including, without limitation, reasonable counsel fees and expenses, hereinafter referred to terminate as herein provided"Settlement Costs") (i) shall be less than $10,000,000 (except to the extent that the Insurance Trustee is required to hold such amount pursuant to a Superior Instrument Requirements), the Minimum Rent thereafter to entire amount of such award shall be paid to Mortgagor; and (ii) if such award is $10,000,000 or more, the entire amount of such award shall be equitably reduced. If the Lease is not terminated pursuant paid to the provisions hereof following any partial taking Landlord Insurance Trustee. In either event, such awards shall promptly repair, restore, or rebuild for occupancy by Tenant be applied to the portion cost of Restoration of the Premises not so taken. IfTrust Estate as nearly as practicable to their uses, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored value and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose condition immediately prior to the effective date Taking (except to the extent otherwise provided by Superior Instrument Requirements). Mortgagor shall promptly commence and with due diligence perform the Restoration in accordance with clauses (iii), (iv) and (vii) of Subsection 5.10(e) (after substituting the words "Taking" for "Casualty" and "award" for "net insurance proceeds"), at no cost to Mortgagee. All claims or suits arising out of any termination Taking may be settled by Mortgagor, except that Mortgagee shall have the right (but not the obligation) to participate in such claim or suit, and to approve settlement thereof (and notwithstanding anything in the Facility Leases to the contrary, Mortgagor shall not agree to any settlement or compromise of this Lease pursuant the amount of any such claim or suit, except a claim or suit where the amount reasonably anticipated to this paragraphbe received by Mortgagor is less than $5,000,000). If Mortgagee at its election as aforesaid joins such claim or suit, Mortgagee's approval of such settlement shall not be unreasonably withheld. The Insurance Trustee shall promptly pay such sums as are received by it from such Taking from time to time in accordance with the procedures set forth in clauses (v) and (vi) of Subsection 5.10(e) (after substituting the words "Taking" for "Casualty" and "award" for "net insurance proceeds").

Eminent Domain. If more than any part over ten percent (10%) of the Premises or more than ten percent (10%) of the parking spaces serving the Premises shall be taken or appropriated under the power of eminent domain or conveyed in lieu thereof, Tenant shall have the right to terminate this Lease at its option; however, Tenant’s right to terminate due to a taking of over ten percent (10%) of the parking spaces shall be void if either: (i) Landlord builds a parking structure on the Land to replace said spaces within ninety (90) days of the taking subject to Tenant’s reasonable approval of the design, location and construction of said structure; or (ii) if such a parking structure cannot be built within said ninety (90) day period, Landlord agrees in writing within such ninety (90) day period to build such a parking structure within two hundred seventy (270) days of the taking and provides valet parking during Business Hours (at no cost or expense to Tenant) for the number of cars which is equal to the number of parking spaces which have been so taken or appropriated by appropriated, and if Landlord agrees to so build a parking structure it shall promptly commence and diligently pursue the building of such parking structure to completion. In either of such events, Landlord shall receive (and Tenant shall assign to Landlord upon demand from Landlord) any public income, rent, award or quasi-public authority under any interest therein which may be paid in connection with the exercise of such power of eminent domain, either party hereto shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoeverpart of sum paid by virtue of such proceedings, and in no event whether or not attributable to the value of the unexpired term of this Lease except that Tenant shall Tenant have any claim whatsoever against Landlord or be entitled to petition the condemning authority for the loss following : (i) the then unamortized cost of any Alterations or diminution in value of tenant improvements paid for by Tenant from its Leasehold interest in the Premises or own funds (as opposed to any Leasehold improvements therein or for allowance provided by Landlord); (ii) the value of any unexpired term Tenant’s trade fixtures; (iii) Tenant’s relocation costs; (iv) Tenant’s goodwill, loss of business and business interruption; and (v) one-half of the amount which is the lesser of (a) the bonus value of this Lease, Tenant hereby expressly assigns or (b) the amount of the award in excess of the sum of amounts payable to Landlord’s ground lessor (if any) and any holder of a mortgage or other third party lien encumbering Landlord’s ground lease estate or fee simple ownership in the Property. If a part of the Premises shall be so taken or appropriated or conveyed and neither party hereto shall elect to terminate this Lease and the Premises have been damaged as a consequence of such partial taking or appropriation or conveyance, Landlord any such right or claimshall restore the Premises continuing under this Lease at Landlord’s cost and expense; provided, however, that Landlord shall not be required to repair or restore any injury or damage to the property of Tenant or to make any repairs or restoration of any Alterations installed on the Premises by or at the expense of Tenant. Thereafter, the Rent and Additional Charges to be paid under this Lease for the remainder of the Term shall be proportionately reduced, such that thereafter the amounts to be paid by Tenant shall be in the ratio that they are of the portion of the Premises not so taken bears to the total area of the Premises prior to such taking. Notwithstanding anything to the contrary contained in this Paragraph 21, if the temporary use or occupancy of any part of the Premises shall be taken or appropriated under power of eminent domain during the Term, this Lease shall be and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all Rent and Additional Charges payable hereunder by Tenant during the Term; in the event of any such temporary appropriation or taking, Tenant shall be entitled to any separate award made by the condemning authority solely for or on account receive that portion of any loss award which represents compensation for the use of or expense occupancy of the Premises during the Term, and Landlord shall be entitled to receive that portion of any award which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from represents the cost of restoration of the Premises and the use and occupancy of the Premises after the end of the Term. If such temporary taking is for a period longer than ninety (90) days and unreasonably interferes with Tenant’s use of the Premises or for any loss the Project Common Areas, then Tenant shall have the right to terminate the Lease unless Landlord agrees to provide valet parking (at no cost to Tenant) in the same as described in clause (ii) of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination first sentence of this Lease pursuant to this paragraphSection.

Eminent Domain. 13.1 If more than ten percent (10%) of the entire Premises or more than ten percent (10%) of the parking spaces shall be appropriated or taken or appropriated under the power of eminent domain by any public or quasi-public authority or under threat of and in lieu of condemnation (hereinafter, “taken” or “taking”), this Lease shall terminate as of the power date of eminent domainsuch taking, and Landlord and Tenant shall have no further liability or obligation, except as otherwise provided for in this Lease, arising under this Lease after such date. 13.2 If more than fifteen percent (15%) of the leasable area of the Premises is taken, or if by reason of any taking, regardless of the amount so taken, the remainder of the Premises is not one undivided space or is rendered unusable for the Permitted Use, either party hereto Landlord or Tenant shall have the right, at its option, within sixty (60) days after said taking, right to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) as of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects date Tenant is required to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant vacate the portion of the Premises not taken, upon giving notice of such election within thirty (30) days after receipt by Tenant from Landlord of written notice that said Premises have been or will be so taken. IfIn addition, during (a) if such a significant portion of the repairShopping Center or Common Area is taken that, restorationin Landlord’s reasonable opinion, substantial reconstruction is required on the remaining portion, or rebuilding requiredsuch that it is no longer feasible to operate the portion of the Shopping Center in which the Building is located as a retail shopping center, then Landlord shall have the right to terminate this Lease within said thirty (30) day period by giving written notice to Tenant, and (b) if such a significant portion of the parking area serving the Premises shall be taken that, in Tenant’s reasonable opinion, the Premises are not usable in is no longer feasible for the reasonable opinion operation of Tenant’s business, then Tenant shall have the Rent shall be abated until the Premises are restored and usableright to terminate this Lease within said thirty (30) day period by giving written notice to Landlord. In the event of termination described in this Section 13.2, both Landlord and Tenant shall thereupon be released from any liability or obligation hereunder, except as otherwise provided for in this Lease, arising after the date of termination. Landlord and Tenant shall, immediately after learning of any taking, give notice thereof to each other. 13.3 If this Lease does not terminate pursuant to Section 13.2 above, then Tenant shall continue to occupy that portion of the Premises not taken and the parties shall proceed as follows: (a) at Landlord’s cost and expense and as soon as reasonably possible after receipt of sufficient condemnation proceeds, Landlord shall restore the Premises remaining to a complete unit of like quality and character as existed prior to such appropriation or taking, and (b) the Minimum Rent provided for in Article 1 shall be reduced by Landlord on an equitable basis, taking or appropriation whatsoever, into account the relative values of the portion taken as compared to the portion remaining. Tenant waives any statutory rights of termination that may arise because of any partial taking of the Premises. 13.4 Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord the entire condemnation award for any taking of the Premises, the Shopping Center or any part thereof. Tenant’s right to receive any amounts whatsoever, and in no event shall separately awarded to Tenant have any claim whatsoever against Landlord or directly from the condemning authority for the loss or diminution taking of Tenant’s merchandise, personal property, relocation expenses, goodwill and/or interests in value of its Leasehold interest other than the real property taken shall not be affected in any manner by the Premises or any Leasehold improvements therein or for the value of any unexpired term provisions of this LeaseSection, Tenant hereby expressly assigns to Landlord any such right provided Tenant’s award does not reduce or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for affect Landlord’s or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphLandlord’s mortgagee’s award.

Eminent Domain. If more than ten percent (10%) In the event of the Premises any condemnation or more than ten percent (10%) of the parking spaces shall be taken or appropriated by taking in any manner for public or quasi-public use, which shall be deemed to include a voluntary conveyance in lieu of a taking (a “taking”) of the whole of the Building or the Property, this Lease shall forthwith terminate as of the date when Tenant is required to vacate the Premises. In such event Base Rent and Tenant’s share of Operating Costs shall be apportioned as of the date of termination. Landlord shall promptly notify Tenant of any written notice received by Landlord from any governmental authority under with respect to any condemnation or taking (including said voluntary conveyance) of the power Property or any part thereof. In the event that only a part of eminent domainthe Premises or the Building shall be taken, then, if such taking is a substantial taking (as hereinafter defined), either party hereto shall have Landlord or Tenant may, by delivery of notice in writing to the right, at its option, other within sixty (60) days after said takingfollowing the date on which Landlord’s title has been divested by such authority, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) Lease, effective as of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects date when Tenant is required to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant vacate the portion of the Premises not so taken. IfA “substantial taking” shall mean a taking which: requires restoration and repair of the remaining portion of the Building that cannot in the ordinary course be reasonably expected to be repaired within one hundred eighty (180) days; results in the loss of all reasonable access to the Premises; results in the loss of more than twenty-five percent (25%) of the rentable floor area of the Premises; or results in the loss of more than ten (10%) percent of the number of parking spaces currently serving the Building and Landlord reasonably determines it is not practical to relocate such parking within the remaining Property or on other property within the vicinity of the Property. Unless this Lease is terminated as provided herein, during Landlord, at its own expense (but only to the repairextent of the condemnation proceeds (net of all costs and expenses incurred in obtaining same) received by Landlord on account thereof), restoration, or rebuilding required, shall proceed with diligence to restore the remaining portion of the Premises are (including the Initial Tenant Work) and the necessary portions of the Building as nearly as practicable to the same condition as it was prior to such taking, subject to then applicable Legal Requirements. Landlord shall not usable be liable for delays in the reasonable opinion performance of such restoration that are due to Force Majeure or delays in payment of condemnation proceeds, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in repairing such damage. All repairs to and replacements of Tenant’s Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion. In the event some portion of the rentable floor area of the Premises is taken (other than for temporary use) and this Lease is not terminated, Base Rent and Tenant’s share of Operating Costs shall be proportionally abated until for the Premises are restored and usableremainder of the Term. In the event of any taking of the Premises or appropriation whatsoeverany part thereof for temporary use, Landlord (i) this Lease shall be and remain unaffected thereby and Rent shall not ▇▇▇▇▇, and (ii) Tenant shall be entitled to receive for itself such portion or portions of any award made for such use with respect to the period of the taking that is within the Term (and the remainder of such award shall be paid to Landlord), provided that if such taking shall remain in force at the expiration of the Term or the 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 such obligations. Landlord shall have and hereby reserves and excepts, and Tenant hereby grants and assigns to Landlord, all awards and/or settlements which rights to recover for damages to the Premises, the Building or the Property. Tenant agrees to execute such further instruments of assignment as may be given reasonably requested by Landlord, and to turn over to Landlord any damages that may be recovered in any proceeding or otherwise; and Tenant irrevocably appoints Landlord as its attorney-in-fact with full power of substitution so to execute and deliver in Tenant’s name, place and stead all such further instruments if Tenant shall have no fail to do so after ten (10) days’ notice. Nothing contained herein shall be construed to prevent Tenant from prosecuting in any condemnation proceedings a separate claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this LeaseTenant’s leasehold interest and improvements, Tenant hereby expressly assigns to Tenant’s personal property, and for relocation and moving expenses and business losses, provided that such action shall not affect the amount of compensation otherwise recoverable by Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphtaking authority.

Eminent Domain. If more than ten percent (10%) all or any substantial part of the Premises or more than ten percent (10%) of the parking spaces shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, or conveyance in lieu of such appropriation, either party hereto to this Lease shall have the right, at its option, of giving the other, at any time within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written noticedays after such taking, notice terminating this Lease, except that Tenant may only terminate this Lease by reason of taking or appropriation, if such taking or appropriation shall be so substantial as to materially interfere with Tenant’s use and occupancy of the Premises. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to this Lease shall so elect to terminate as herein providedthis Lease, the Minimum Rent rental thereafter to be paid shall be equitably reducedadjusted on a fair and equitable basis under the circumstances. If the Lease is not terminated pursuant In addition to the provisions hereof following rights of Landlord above, if any partial taking substantial part of the Project shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain or conveyance in lieu thereof, and regardless of whether the Premises or any part thereof are so taken or appropriated, Landlord shall promptly repairhave the right, restoreat its sole option, or rebuild for occupancy by to terminate this Lease. In addition to the rights of Tenant the portion above, if any of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable parking areas in the reasonable opinion of Tenant, the Rent Project shall be abated until taken or appropriated by any public or quasi-public authority under the Premises are restored power of eminent domain or conveyance in lieu thereof and usable. In the event of any that taking or appropriation whatsoeverreduces the number of parking spaces available to Tenant below 5.5 spaces per 1,000 square feet of rentable area in the Premises, Tenant shall have the right, at its sole option, to terminate this Lease unless Landlord provides suitable replacement parking to Tenant in reasonable proximity to the Building, sufficient to bring the number of parking spaces available to Tenant up to 5.5 spaces per 1,000 square feet of rentable area in the Premises. Landlord shall be entitled to any and all awards and/or settlements income, rent, award, or any interest whatsoever in or upon any such sum, which may be given paid or made in connection with any such public or quasi-public use or purpose, and Tenant hereby assigns to Landlord any interest it may have in or claim to all or any part of such sums, other than any separate award which may be made with respect to Tenant’s trade fixtures and moving expenses; Tenant shall have make no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphTerm.

Eminent Domain. If (a) In the event that title to the whole or any part of the Premises shall be lawfully condemned or taken in any manner for any public or quasi-public use, this Lease and the term and estate hereby granted shall forthwith cease and terminate as of the date of vesting of title and Landlord shall be entitled to receive the entire award, Tenant hereby assigning to Landlord Tenant's interest therein, if any. However, nothing herein shall be deemed to give Landlord any interest in or to require Tenant to assign to Landlord any award made to Tenant for the taking of personal property or fixtures belonging to Tenant or for the interruption of or damage to Tenant's business or for Tenant's moving expenses. (b) In the event that title to a part of the Building other than the Premises shall be so condemned or taken, and the remainder of the Building is not reasonably capable of being restored to a complete architectural whole, Landlord or Tenant may terminate this Lease and the term and estate hereby granted by notifying the other party of such termination within sixty (60) days following the date of vesting of title, and this Lease and the term and estate hereby granted shall expire on the date specified in the notice of termination, not less than sixty (60) days after the giving of such notice, as fully and completely as if such date were the date hereinbefore set for the expiration of the term of this Lease, and the obligation of Tenant to pay Rent hereunder shall terminate as of such date. (c) In the event of any condemnation or taking of any portion of the parking area of the Property, which does not result in a reduction of the parking spaces by more than ten percent (10%) ), the term of this Lease shall continue in full force and effect. If more of the Premises or more than parking area is taken and Landlord does not elect by notice in writing to Tenant to replace such parking spaces in excess of ten percent (10%) with parking reasonably proximate to the spaces taken, either party shall have the right to terminate this Lease upon giving written notice to the other party within thirty (30) days of such taking. (d) For the parking spaces shall be taken or appropriated by any purpose of this Section 16, a sale to a public or quasi-public authority under the power threat of eminent domain, either party hereto condemnation shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) constitute a vesting of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid title and shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial construed as a taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the such condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphauthority.

Eminent Domain. If more than ten percent (10%) the whole of the Premises shall be taken, or more than ten percent (10%) of the parking spaces such part thereof shall be taken or appropriated by any public or quasi-public authority as shall substantially interfere with Tenant’s use and occupancy of the balance thereof, under the power of eminent domain, or sold, transferred, or conveyed in lieu thereof, either party hereto Tenant or Landlord may terminate this Lease as of the date of such condemnation or as of the date possession is taken by the condemning authority, whichever date occurs later. If any part of the Building (other than the Premises), the Facilities, Project or Real Property, shall be so taken, sold, transferred or conveyed in lieu thereof, then Landlord shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) as of the Premises date of such condemnation or the parking spaces are taken or (ii) more than ten percent (10%) as of the Premises date possession is taken by the condemning authority. No award for any partial or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid entire taking shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repairapportioned, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any award which may be made in such right taking or claimcondemnation, 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 nothing contained herein shall be entitled deemed to give Landlord any separate interest in or require Tenant to assign to Landlord any award made to Tenant for the taking of personal property and fixtures belonging to Tenant and removable by Tenant at the expiration of the term hereof, as provided hereunder, or for the interruption of, or damage to Tenant’s business or for relocation expenses recoverable against the condemning authority solely for or on account authority. In the event of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixturesa partial taking, or equipment from a sale, transfer, or conveyance in lieu thereof, which does not result in a termination of this Lease, Landlord shall, to the extent of the proceeds thereof, restore the Premises substantially to their condition prior to such partial taking and, thereafter and Rent shall be abated in the proportion which the square footage of the part of the Premises so made unusable bears to the amount of Rentable Area immediately prior to the taking. No temporary taking of a part of the Premises or for of the Building, Facilities, or Real Property shall give Tenant any loss right to terminate this Lease or to any abatement of or damage to such items Rent hereunder. Tenant hereby waives the provisions of Tenant's personal property. Nothing contained in this paragraph shall be any liability California Code of Civil Procedure Section 1265.130, which allows Tenant to Landlord which arose prior petition the Superior Court to the effective date of any termination of terminate this Lease pursuant to this paragraphin the event of a partial taking of the Premises.

Eminent Domain. If more than ten percent Except as hereinafter provided, if the Premises, or such portion thereof as to render the balance (10%if reconstructed to the maximum extent practicable in the circumstances) of unsuitable for the Premises or more than ten percent (10%) of the parking spaces Tenant’s purposes as contemplated under this Lease, shall be taken by condemnation or appropriated by any public or quasi-public authority under the power right of eminent domain, either party hereto the Landlord or the Tenant shall have the right, at its option, within sixty (60) days after said taking, right to terminate this Lease upon and any separate parking lease by notice to the other of its desire to do so, provided that such notice is given not later than thirty (30) days' written noticedays after receipt by the Tenant of notice of the effective date of such taking. If so much of the Building shall be so taken that the Landlord reasonably determines that it would be reasonably necessary to raze or substantially alter the Building, the Landlord shall have the right to terminate this Lease by giving notice to the Tenant of the Landlord’s desire to do so not later than thirty (i30) less than ten percent (10%) days after the effective date of such taking. Should any part of the Premises or the parking spaces are be so taken or (ii) more than ten percent (10%) condemned during the Term, and should this Lease be not terminated in accordance with the foregoing provisions, the Landlord agrees to use reasonable efforts to put what may remain of the Premises or into proper condition for use and occupation as nearly like the condition of the Premises prior to such parking spaces are taken, but neither party elects to terminate taking as herein provided, the Minimum Rent thereafter to be paid shall be equitably reducedpracticable, subject, however, to applicable laws and codes then in existence. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇ ▇▇▇▇▇▇'s merchandise, trade fixtures▇ ▇▇▇▇▇▇ Garage, or equipment from such portion thereof as to render the Premises Tenant’s parking privileges therein impossible or for any loss of or damage to such items of Tenant's personal property. Nothing contained impracticable in this paragraph the Landlord’s reasonable determination, shall be taken by condemnation or right of eminent domain, then the Landlord shall designate, if available and promptly following any liability such taking, alternative parking within University Park that shall be used for the parking of the automobiles of the employees and invitees of the Tenant. All such alternative parking shall be allocated proportionately among all tenants, including the Tenant, then currently leasing parking spaces within the ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Garage; provided, however, the number of the Tenant’s parking spaces guaranteed by the Landlord in Exhibit A shall not change. The Tenant shall pay the market rate from time to time in effect for such alternative parking facilities. In the event the Landlord is unable to secure for the Tenant such alterative parking, the Tenant shall have the right, as its sole remedy, to terminate this Lease and any separate parking lease by notice to Landlord which arose prior of its desire to do so, provided such notice is given not later than the later of thirty (30) days after the effective date of any such taking or thirty (30) days after the Tenant has notice of the effective date of such taking. Such termination of this Lease pursuant shall be effective thirty (30) days after such notice is given to this paragraphthe Landlord, or such later date specified by the Tenant in such notice not exceeding one hundred twenty (120) days after such notice is given.

Eminent Domain. If more than ten percent Except as hereinafter provided, if the Premises, or -------------- such portion thereof (10%or the access thereto unless comparable replacement access is provided) as to materially impair (if reconstructed to the maximum extent practicable in the circumstances) the continued conduct of the Tenant's business at the Premises, or the Property Common Areas, or such portion thereof as to render the Premises or more than ten percent (10%) inaccessible such that the continued conduct of the parking spaces Tenant's business at the Premises is materially impaired, shall be taken by condemnation or appropriated by any public or quasi-public authority under the power right of eminent domaindomain and the Landlord has no reasonable means of remedying or replacing said problem within two hundred and seventy (270) days after the date of such taking, either party hereto the Tenant or Landlord shall have the right, at its option, within sixty (60) days after said taking, right to terminate this Lease upon thirty by notice to the other of its desire to do so, provided that such notice is given not later than forty five (3045) days' written noticedays after the effective date of such taking. If so much of the Premises, or so much of the Property Common Areas, shall be so taken that it would be appropriate to raze the Premises, or due to the lack of sufficient proceeds from the eminent domain taking not retained by any mortgagee or ground lessor, what may remain of the Premises and the Property cannot be put into a condition such that the continued conduct of the Tenant's business is not materially impaired, then each of the Landlord and the Tenant may terminate this Lease by giving notice to the other of its desire to do so not later than forty five (i45 ) less than ten percent (10%) days after the effective date of such taking. Should any part of the Premises or the parking spaces are Property be so taken or (ii) more than ten percent (10%) condemned during the Term, and should this Lease be not terminated in accordance with the foregoing provisions, the Landlord agrees to use diligent efforts to put what may remain of the Premises or such parking spaces are taken, but neither party elects to terminate and the Property into proper condition for use and occupation as herein provided, nearly like the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion condition of the Premises not so taken. If, during and the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent Property prior to such taking as shall be abated until practicable, subject, however, to applicable laws and codes then in existence, and so long as the Premises proceeds actually received by the Landlord from the eminent domain taking are restored and usablesufficient therefor. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against the Landlord or be obligated to expend more than the condemning authority for amount of proceeds from the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made eminent domain taking actually received by the condemning authority solely for or Landlord on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphwork.

Eminent Domain. If more than ten percent all or any part of the Premises shall be appropriated by any local, state or federal government or any agency or division thereof, whether such appropriation be by agreement or by suit, then this Lease shall terminate as to the part so taken on the day when Tenant is required to yield exclusive possession thereof. In such event, Landlord shall make such repairs and alterations as may be necessary in order to restore the part not so taken to useful condition (10%except for the Tenant Improvements and any other leasehold improvements installed by Tenant), and the Rent due hereunder shall be reduced equitably. Tenant shall have the option to terminate this Lease if a Substantial Portion (as hereinafter defined in Section 16) of the Premises or more than ten percent (10%) is so taken. The option to terminate shall exist as of the parking spaces shall be taken or appropriated by any public or quasi-public authority under date when Tenant is required to yield exclusive possession of such portion of the power of eminent domainPremises, either party hereto shall have and Tenant must exercise the right, at its option, termination option within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) days after the Tenant receives final notice from Landlord and/or the governmental authority pursing the appropriation of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) nature, extent and timing of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, appropriation involving the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usablePremises. In the event of any taking or appropriation whatsoeversuch appropriation, Landlord shall be entitled to any and all judgments, awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claimcompensation paid on account thereof; provided, however, that Tenant shall be entitled to seek and recover an award (but only to the extent such award would not diminish Landlord’s recovery) by any separate award made by the condemning authority solely said governmental agency (or any division thereof) for or on account loss of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandisebusiness, cost of removal of stock and trade fixtures, or equipment from relocation costs and expenses, including increased rental at a new location, and/or the unamortized portion of Tenant Improvements to the Premises paid for by Tenant and any other improvements made by Tenant beyond the Tenant Improvements. Notwithstanding the foregoing, it shall not be considered a “taking” or an “appropriation” for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination purposes of this Section 15 if any portion of the Land, but not the Building, is dedicated by Landlord to any municipality, provided that Tenant’s rights under this Lease pursuant to this paragraphuse such portion of the Premises are not materially affected by such dedication.

Eminent Domain. If more than ten percent (10%) any part of the Premises Research Campus or more than ten percent (10%) of the parking spaces Building shall be taken or appropriated by any public or quasi-public authority under the power of eminent domaindomain or conveyed in lieu thereof, either so that Landlord's or Tenant's activities are materially affected, the affected party hereto shall have the right, right to terminate this Agreement at its option, said election to be made within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) effective date of the Premises or such parking spaces are takentaking. Landlord's activities shall have been materially affected if, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion exercise of Landlord's judgment, Landlord determines that one or more components necessary to the operation of the Building generally (i.e., not limited in its use to the areas where Landlord performs proprietary research) has been taken and cannot reasonably be replaced. Tenant shall determine whether its activities have been materially affected, but Tenant's determination shall not be unreasonable, the Rent and Tenant's activities shall be abated until deemed not to have been materially affected if Landlord makes available for Tenant's use comparable space elsewhere in the Premises are restored and usablelaboratory wing of the Building. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to receive any and all awards and/or settlements income, rent, award or interest therein which may be given paid in connection with the exercise of such power of eminent domain, and Tenant shall have no claim against Landlord for any amounts whatsoeverpart of any such paid by virtue of such proceedings, and in no event shall Tenant have any claim whatsoever against Landlord whether or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for not attributable to the value of any the unexpired term of this LeaseAgreement, except that Tenant may file a separate claim for any taking of fixtures and improvements owned by Tenant and for moving expenses, provided that as to said separate claim, it in no event reduces the award made to Landlord. Tenant hereby expressly releases and assigns to Landlord any all Tenant's rights to such right or claim; provided, however, that Tenant awards and covenants to deliver such further assignments and assurances thereof as Landlord may from time to time request. If a part of the Demised Premises shall be entitled so taken or appropriated or conveyed and neither party hereto shall elect to terminate this Agreement and the Demised Premises have been damaged as a consequence of such partial taking or appropriation or conveyance, Landlord shall repair or restore any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of injury or damage to such items the Demised Premises, Alterations, and any other improvements to the Demised Premises, made by or at the expense of Tenant's personal property. Nothing contained in this paragraph Tenant that are a part of the Building, and the future rent shall be any liability equitably abated to reflect the part of Tenant the Demised Premises lost to Tenant. Landlord which arose prior shall not be required to repair or restore equipment, fixtures, improvements, or the effective date of any termination of this Lease pursuant to this paragraphlike, owned by Tenant.

Eminent Domain. Section 16.1. If more than ten thirty-three percent (1033%) of the Premises or more than ten percent (10%) floor area of the parking spaces building on the demised premises shall be taken or appropriated by any public or quasi-public authority under the power of eminent domaindomain and the portion not so taken will not be reasonably adequate for the operation of Tenant's business after the Landlord completes such repairs or alterations as the Landlord is obligated or elects to make, either party hereto Tenant shall have the rightright to elect either to terminate this Lease, at its optionor, subject to Landlord's right to terminate the Lease pursuant to Section 16.4, to continue in possession of the remainder of the demised premises and shall notify Landlord in writing within sixty ten (6010) days after such taking of Tenant's election. In the event less than thirty-three percent (33%) of the floor area of the building on the demised premises shall be taken or Tenant elects to remain in possession, as provided in the first sentence hereof, all of the terms herein provided shall continue in effect, except that the base rent shall be reduced in the same proportion that the floor area of the building on the demised premises taken bears to the original floor area of the building on the demised premises, and Landlord shall at its own cost and expense make all necessary repairs or alterations to the building so as to constitute the portion of the building not taken a complete architectural unit and the demised premises a complete unit for the purposes allowed by this Lease, but such work shall not exceed the scope of the work to be done by Landlord in originally constructing said takingbuilding. From and after the taking date, and during Landlord’s alteration and repair work, rent shall proportionately ▇▇▇▇▇ to the extent any portion of the demised premises is rendered inaccessible or not usable by Tenant as a result of such taking or Landlord’s alteration and repair work. Section 16.2. Each party waives the provisions of Code of Civil Procedure Section 1265.130 allowing either party to petition the Superior Court to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of a partial taking. Section 16.3. All damages or awards for any taking under the power of eminent domain whether for the whole or appropriation whatsoevera part of the demised premises shall belong to and be the property of Landlord whether such damages or awards shall be awarded as compensation for diminution in value to the leasehold or to the fee of the demised premises; provided however, that Landlord shall not be entitled to any and all awards and/or settlements which may be given and the award made to Tenant shall have no claim against or Landlord for any amounts whatsoeverloss of business, depreciation to, and in no event shall cost or removal of stock and fixtures and for leasehold improvements which have been installed by Tenant have any claim whatsoever against Landlord or at its sole cost and expense less depreciation which is to be computed on the condemning authority for basis of completely depreciating such leasehold improvements during the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired initial term of this Lease, and any award made to Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant in excess of the then depreciated value of leasehold improvements shall be entitled payable to the Landlord. Section 16.4. If more than thirty-three percent (33%) of the floor areas of the building on the demised premises shall be taken under power of eminent domain, or if any separate award made part of the Parking and Accommodation Areas shall be so taken, Landlord may, by written notice to Tenant delivered on or before the condemning date of surrendering possession to the public authority solely for or on account pursuant to such taking, terminate this Lease as of such date. Section 16.5. If this Lease is terminated as provided in this Article, the rent shall be paid up to the day that possession is so taken by public authority and Landlord shall make a prorata refund of any loss or expense which rent and all deposits paid by Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphadvance and not yet earned.

Eminent Domain. If If: (i) the whole or any part of the building on the Premises, or (ii) more than ten percent (10%) % of the Premises or more than ten percent (10%) of land comprising the parking spaces Premises, shall be taken or appropriated by any public authority or quasi-public authority utility under the power of eminent domain, either party hereto then Tenant shall have the right, at its option, within right either to terminate this Lease by sixty (60) days days' prior written notice given to Landlord by Tenant, which notice may be given at any time after said such taking and on or before four (4) months after the date possession is required pursuant to such taking, or to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) continue in possession of the remainder of the Premises or under the parking spaces are terms herein provided, except that the Term shall cease on the part so taken or (ii) more than ten percent (10%) from the day possession of that part is taken, and the rent shall from and after such day be reduced as hereinafter provided in this Paragraph 15. If this Lease is not terminated, Landlord shall deposit with Tenant the entire proceeds of the condemnation award for the purpose of restoring the Premises to a tenable condition, and Tenant, but only to the extent of such condemnation proceeds, shall restore the Premises to a tenable condition substantially comparable to the condition thereof prior to the taking. If after restoration of the Premises or such parking spaces are takento a tenable condition, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. Ifcondemnation award deposited by Landlord with Tenant remains unused ("Unused Award"), during then the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoeverpay the Unused Award over to the Landlord, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; providedsubject, however, that to the rights of the mortgagee, if any. Tenant shall be entitled to any separate claim an award made by the condemning authority solely for loss of business, going business, going concern value of business, goodwill, depreciation of trade fixtures and trade fixture and equipment damage, cost or on account removal of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, cost of reinstallation of trade fixtures, and cost of all leasehold improvements made by Tenant; and Landlord shall not be entitled to any portion of such condemnation award, or equipment from to make a claim thereof. If the Premises or for any loss of or damage Tenant does not elect to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of terminate this Lease pursuant to the provisions of this paragraphParagraph 15, then if Tenant exercises the Option, the Option Price ($10,000,000) shall be reduced by the amount of the Unused Award. Notwithstanding the foregoing provisions of this Paragraph 15, if the whole or any part of the Premises shall be taken by any public authority or utility under the power of eminent domain prior to the expiration of the Term, Tenant may exercise Tenant's option to purchase the Premises as provided in Paragraph 4 hereof and Tenant shall be entitled to receive the proceeds of all condemnation awards.

Eminent Domain. 18.1 If more than ten twenty-five percent (1025%) of the Premises or more than ten percent (10%) of the parking spaces Building shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, either party hereto domain or conveyed in lieu thereof Landlord shall have the right, at its option, within sixty (60) days after said taking, right to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reducedLease. If the whole of the Premises, or so much thereof as to render the balance unusable by Tenant, shall be taken under power of eminent domain or conveyed in lieu thereof, this Lease shall automatically terminate as of the date of such condemnation, or as of the date possession is not terminated pursuant to taken by the provisions hereof following condemning authority, whichever is earlier. No award for any partial or entire taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoeverapportioned, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any award which may be made in such right taking or claim; 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 nothing contained herein shall be entitled deemed to give Landlord any separate interest in or to require Tenant to assign to Landlord any award made by to Tenant for the condemning authority solely for or on account taking of any loss or expense which personal property and fixtures belonging to Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss the interruption of or damage to such items Tenant's business or for Tenant's unamortized cost of leasehold improvements. Tenant expressly waives the provisions of California Civil Procedure Code Section 1266.150, as amended from time to time. 18.2 In the event of a partial taking which does not result in a termination of this Lease, Rent shall be abated in proportion to the part of the Premises so made unusable by Tenant. 18.3 No temporary taking of the Premises or of Tenant's personal property. Nothing contained in rights therein or under this paragraph Lease shall be terminate this Lease or give Tenant any liability right to any abatement of Rent hereunder, any award made to Tenant to Landlord which arose prior to the effective date by reason of any termination of this Lease pursuant such temporary taking shall belong entirely to this paragraphTenant and Landlord shall not be entitled to share therein.

Eminent Domain. If more than a part of the Project is taken by eminent domain or deed in lieu thereof which is so substantial that the Premises cannot reasonably be used by Tenant for the operation of its business, then either party may terminate this Lease effective as of the date of the taking. Landlord and Tenant agree that if Tenant is leasing and occupying the entire Building prior to any such taking, then a loss of ten percent (10%) or more of Tenant's parking spaces in connection with such taking shall be deemed to be a "substantial" taking which gives Tenant the right to terminate this Lease pursuant to the provisions of the Premises or more than ten percent (10%) preceding sentence; provided, however, Tenant shall not have the right to terminate this Lease in such event if Landlord shall provide replacement parking spaces to Tenant in the portion of the parking spaces facilities in the Development which are closest in proximity to the Building. If any substantial portion of the Project is taken without affecting the Premises, then Landlord may terminate this Lease as of the date of such taking. Rent shall be reduced from the date of the taking to such extent, if any, as may be fair and reasonable under all of the circumstances. The entire award for a taking of any kind shall be paid to Landlord, and Tenant shall have no right to share in the award; provided, however, nothing herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority for (1) loss of business, (2) damage to, and cost of removal of, trade fixtures, furniture and other personal property belonging to Tenant, (3) the unamortized cost of leasehold improvements to the extent same were installed at Tenant's expense and to the extent such costs were not reimbursed or contributed to by Landlord, and (4) the cost of moving, provided that no such claim shall diminish or adversely affect Landlord's award. All obligations accrued to the date of the taking shall be performed by the party liable to perform said obligations, as set forth herein. Notwithstanding anything to the contrary contained in this Section 10, if, during the Term, the use or occupancy of any part of the Project or the Premises shall be taken or appropriated by temporarily for any public or quasi-public authority use under the power any governmental law, ordinance or regulation, or by right of eminent domain, either party hereto this Lease shall have be and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all Rent payable hereunder by Tenant during the right, at its option, within sixty (60) days after said Term. In the event of any such temporary appropriation or taking, Tenant shall be entitled to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) receive that portion of any award which represents compensation for the loss of use or occupancy of the Premises during the Term, and Landlord shall be entitled to receive that portion of any award which represents the cost of restoration and compensation for the loss of use or the parking spaces are taken or (ii) more than ten percent (10%) occupancy of the Premises after the end of the Term. In the event of any such condemnation or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the taking and this Lease is not terminated pursuant to the provisions hereof following any partial taking of this Section 10, Landlord shall promptly repairrepair the Premises or the Project, restoreas the case may be, or rebuild for occupancy by Tenant to Building standard condition (with Landlord's Contribution as provided in Appendix C, without any supplement thereto) so that the remaining portion of the Premises not so taken. If, during the repair, restorationPremises, or rebuilding requiredthe Project, as the Premises are not usable in the reasonable opinion of case may be, shall constitute an architectural unit, fit for Tenant, the Rent shall be abated until the Premises are restored 's occupancy and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claimbusiness; provided, however, that Tenant Landlord's obligation to repair hereunder shall be entitled limited to any separate award the extent of the net proceeds made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant available to Landlord which arose prior to the effective date of for such repair from any termination of this Lease pursuant to this paragraphsuch condemnation or taking.

Eminent Domain. If more than ten percent (10Twenty-Five percent(25%) of either the Building or the Premises, or such part thereof as would render the Premises or more than ten percent (10%) unusable for the conduct of the parking spaces Tenant's business, shall be lawfully condemned (which term includes eminent domain for the purposes of this Lease) and taken or appropriated by for any public or quasi-public authority under the power of eminent domainuse, either party hereto or private purchase in lieu thereof, Landlord or Tenant shall have the right, at its option, within sixty (60) days after said taking, right to terminate this Lease as of the date title shall vest in the acquiring authority upon thirty (30) days' written days notice. If (i) Upon such termination, Landlord and Tenant shall be released from any obligations under this Lease, except obligations previously accrued. Upon any taking and the continuing in force of this Lease as to a part of the Premises, whether more or less than ten Twenty-Five percent (1025%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenantthereof, the Rent shall be abated until reduced in proportion to the amount of the area of the Premises are restored taken, and usable. In Landlord at its expense and promptly after the event receipt of any taking the condemnation award or appropriation whatsoevercompensation from the acquiring entity shall, Landlord shall be entitled unless this Lease has been terminated, diligently rebuild or restore the remainder of the Premises to any and all awards and/or settlements which substantially their former condition to the extent that the same may be given and Tenant shall have no claim against Landlord for any amounts whatsoeverfeasible as soon as reasonably practicable, and but in no event more than ninety (90) days from the date of condemnation. Landlord's obligations shall Tenant have be to restore of the building structure and interior finishes to the Premises and the Common Areas to the same or better quality as Landlord furnished upon the Commencement Date. In any claim whatsoever against Landlord or event, all damages awarded by the condemning authority acquiring entity for any taking, whether for the loss whole or diminution in value part of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this LeasePremises, Tenant hereby expressly assigns shall be awarded to Landlord any such right as compensation for loss of and diminution of value to the leasehold or claimof the Premises; provided, however, that Tenant the Landlord shall not be entitled to any separate award made directly to Tenant by the condemning acquiring authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items removal of Tenant's personal propertyfixtures, loss of business, moving expenses, build-out costs upon relocation and damage to Tenant's goodwill. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to In the effective date of any termination of event that this Lease pursuant to this paragraphis terminated as hereinabove provided, Tenant shall not have any claim against the Landlord for the value of the unexpired portion of the Term.

Eminent Domain. If more than ten any part over fifteen percent (1015%) of the Premises or more than ten percent (10%) of the parking spaces shall be taken or appropriated by any public or quasi-public authority under the power of eminent domaindomain or conveyed in lieu thereof, either party hereto Tenant shall have the right, at its option, within sixty (60) days after said taking, right to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usableat its option. In the event of any taking or appropriation whatsoeversuch event, Landlord shall be entitled receive (and Tenant shall assign to Landlord upon demand from Landlord) any and all awards and/or settlements income, rent, award or any interest therein which may be given paid in connection with the exercise of such power of eminent domain, and Tenant shall have no claim against Landlord for any amounts whatsoeverpart of sum paid by virtue of such proceedings, and in no event whether or not attributable to the value of the unexpired term of this Lease except that Tenant shall Tenant have any claim whatsoever against Landlord or be entitled to petition the condemning authority for the loss following: (i) the then unamortized cost of any Alterations or diminution in value of Tenant Improvements paid for by Tenant from its Leasehold interest in own funds (as opposed to any allowance, including the Premises or any Leasehold improvements therein or for Tenant Allowance, provided by Landlord); (ii) the value of any unexpired term Tenant's trade fixtures; (iii) Tenant's relocation costs; and (iv) Tenant's goodwill, loss of business and business interruption. If a part of the Premises shall be so taken or appropriated or conveyed and neither party hereto shall elect to terminate this LeaseLease and the Premises have been damaged as a consequence of such partial taking or appropriation or conveyance, Tenant hereby expressly assigns to Landlord any such right or claimshall restore the Premises continuing under this Lease at Landlord's cost and expense; provided, however, that Landlord shall not be required to repair or restore any injury or damage to the property of Tenant or to make any repairs or restoration of any Alterations or any Tenant Improvements installed on the Premises by or at the expense of Tenant. Thereafter, the Monthly Base Rent and Additional Charges to be paid under this Lease for the remainder of the Term shall be proportionately reduced, such that thereafter the amounts to be paid by Tenant shall be in the ratio that they are of the portion of the Premises not so taken bears to the total area of the Premises prior to such taking. Notwithstanding anything to the contrary contained in this Paragraph 21, if the temporary use or occupancy of any part of the Premises shall be taken or appropriated under power of eminent domain during the Term, this Lease shall be and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all Monthly Base Rent and Additional Charges payable hereunder by Tenant during the Term. In the event of any such temporary appropriation or taking, Tenant shall be entitled to any separate award made by the condemning authority solely for or on account receive that portion of any loss award which represents compensation for the use of or expense occupancy of the Premises during the Term, and Landlord shall be entitled to receive that portion of any award which Tenant may sustain or incur in removing ▇▇▇▇▇▇represents the cost of restoration of the Premises and the use and occupancy of the Premises after the end of the Term. If such temporary taking is for a period longer than two hundred and seventy (270) days and unreasonably interferes with Tenant's merchandise, trade fixtures, or equipment from use of the Premises or for any loss of or damage the Common Area, then Tenant shall have the right to such items of Tenant's personal propertyterminate the Lease. Nothing contained in this paragraph shall be any liability of Landlord and Tenant to Landlord which arose prior to understand and agree that the effective date of any termination provisions of this Paragraph 21 are intended to govern fully the rights and obligations of the parties in the event of a Taking of all or any portion of the Premises. Accordingly, the parties each hereby waives any right to terminate this Lease pursuant to this paragraphin whole or in part under Sections 1265.120 and 1265.130 of the California Code of Civil Procedure or under any similar Law now or hereafter in effect.

Eminent Domain. (a) If more than ten percent the Premises, or such portion thereof as to render the balance (10%when reconstructed) unsuitable for the purposes of the Premises or more than ten percent (10%) of the parking spaces Tenant, shall be taken by condemnation or appropriated by any public or quasi-public authority under the power right of eminent domain, either party hereto Tenant, upon written notice to Landlord, shall have the rightbe entitled to terminate this Lease, at its option, within provided that such notice is given not later than sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written noticeTenant has been deprived of possession. If (i) less than ten percent (10%) Should any part of the Premises or the parking spaces are by so taken or (ii) more than ten percent (10%) condemned, and should this Lease not be terminated in accordance with the foregoing provision, Landlord covenants and agrees promptly after such taking or condemnation, and the determination of Landlord's award therein, to expend so much as may be necessary of the net amount which may be awarded to Landlord in such condemnation proceedings in restoring the Premises or to an architectural unit as nearly like their condition prior to such parking spaces are takentaking as shall be practicable. Should the net amount so awarded to Landlord be insufficient to cover the cost of restoring the Premises, as estimated by Landlord's architect, Landlord may, but neither party elects to terminate shall not be obligated to, supply the amount of such insufficiency and restore said Premises as herein above provided, with all reasonable diligence, or Landlord may terminate this Lease, if Tenant does not supply the Minimum Rent thereafter necessary additional funds or agree to be paid shall be equitably reduceda reduction in the Landlord's restoration obligation. If Where Tenant has not already exercised any right of termination accorded to it under the Lease is not terminated pursuant to the provisions hereof following any partial taking foregoing portion of this paragraph, Landlord shall promptly repair, restore, or rebuild for occupancy by notify Tenant of Landlord's election not later than ninety (90) days after the portion final determination of the Premises not so taken. If, during amount of the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event award. (b) Out of any award for any taking of the Premises, in condemnation proceedings or appropriation whatsoeverby right of eminent domain, Landlord shall be entitled to receive and retain the amounts awarded for such Premises and for Landlord's loss of Landlord's estate in this Lease. Tenant shall (i) execute any and all awards and/or settlements which instruments of assignment as may be given and Tenant shall have no claim against reasonably required by landlord, (ii) join in any petition for recovery of damages as Landlord for any amounts whatsoevermay reasonably request, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns (iii) turn over to Landlord any such right or claim; provided, however, damages that may be recovered in any proceeding which are the property of Landlord under this Section. Tenant shall be entitled to receive and retain any separate award made amounts which may be specifically awarded to it in any such condemnation proceedings, because of the taking of its trade fixtures or furniture and its leasehold improvements loss of goodwill, severance damages, and moving costs to the extent Tenant was not reimbursed for the same by Landlord. (c) In the condemning authority solely for or on account event of any loss such taking of the Premises, the minimum rent or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandisea fair and just proportion thereof, trade fixturesaccording to the nature and extent of the damage sustained, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability suspended or abated, and Landlord shall return a pro rata portion of Tenant the semiannual advance Base Rent payment to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphTenant.

Eminent Domain. If more than ten percent (10%) In the event that the entire Premises shall at any time after execution of the Premises or more than ten percent (10%) of the parking spaces shall this Lease be taken or appropriated by any in public or quasi-public authority use or condemned under the power of eminent domain, either party hereto then this Lease shall terminate and expire effective the date of such taking and any prepaid rent or unearned charges shall be refunded to Tenant. Tenant shall have the right, at its option, within sixty (60) days after said taking, to terminate right of termination of this Lease upon with an appropriate refund of prepaid rent or unearned charges, if, as a result of such eminent domain proceeding or other governmental or quasi-public action: (a) Any portion of the Premises shall be taken and the remaining portion shall be unsuitable for Tenant's continued business operations, determined in Tenant's sole business judgments; or (b) The total number of parking spaces established for the Premises shall be reduced by twenty percent (20%) or more, or Tenant, its customers, agents, employees and visitors are for more than thirty (30) days' written noticedays denied reasonable access to the Premises or parking areas. If Should Tenant elect to remain in the Premises under the circumstances described in subparagraph (i) less than ten percent (10%) a), then rent shall be reduced for the remainder of the term thereafter in proportion to the amount of the Premises taken. All damages awarded in connection with the taking of the Premises whether permitted as compensation for diminution in value to the leasehold or the fee of the Premises or for taking of any portion of the parking spaces are taken or (ii) more than ten percent (10%) of Property shall belong to Landlord, provided, however, if Tenant has made any leasehold improvements to the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant structural changes to the provisions hereof following any partial taking Landlord shall promptly repairPremises with Landlord's written approval and at its own expense (regardless of when made), restore, or rebuild for occupancy by Tenant the portion of the Premises and not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord an award for any amounts whatsoeverunamortized balance of Tenant's cost thereof amortized over the useful life thereof, and in no not to exceed ten (10) years. In the event shall Tenant have any claim whatsoever against Landlord or the condemning authority for shall not make a separate award therefor, Landlord shall make a claim therefor on behalf of Tenant and if such claim is allowed, assign the loss or diminution in value portion of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Leaseaward equal to such unamortized cost to Tenant. In addition, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate claim an award made by from the condemning authority solely for or on account loss of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandisebusiness, trade damage to merchandise and fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphremoval and reinstallation costs and moving expenses.

Eminent Domain. If more than ten twenty-five percent (1025%) of the Premises or more than ten percent (10%) area of the parking spaces shall be Premises is taken or appropriated by for any public or quasi-public authority use under the power of eminent domain, or conveyed in lieu thereof, either party hereto shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty by written notice to the other party given within ten (3010) days' written noticedays of the date of such taking, appropriation or conveyance, and Lessor shall be entitled to any and all income, rent, award, or any interest therein whatsoever which may be paid or made (the “Award”) in connection with such public or quasi-public use or purpose, and Lessee shall have no claim against Lessor for (and hereby assigns to Lessor any claim which Lessee may have for) the value of any unexpired Term of this Lease. If any part of the Building or the Project other than the Premises may be so taken, appropriated or conveyed, Lessor shall have the right at its option to terminate this Lease, and in any such event Lessor shall be entitled to the entire Award whether or not this Lease is terminated. If this Lease is terminated as provided above: (i) the termination shall be effective as of the date upon which title la the Premises, the Building, the Project, or a portion thereof, passes to and vests in the condemnor or the effective date of any order for possession if issued prior to the date title vests in the condemnor; (ii) Lessor shall refund to Lessee any prepaid but unearned Rentals and the unused balance of the Security Deposit; and (iii) Lessee shall pay to Lessor any Rentals or other charges due Lessor under the Lease, prorated as of the date of taking. If less than ten twenty-five percent (1025%) of the Premises is so taken, appropriated or the parking spaces are taken conveyed, or (ii) more than ten twenty-five percent (1025%) of the Premises or such parking spaces are thereof is so taken, but appropriated or conveyed and neither party elects to terminate as herein provided, (i) Lessor shall be entitled to the Minimum Rent entirety of the Award, and Lessee shall be entitled to make a claim for any separate award attributable to any taking of Lessee’s trade fixtures so long as any such award to Lessee does not reduce the amount of the Award available to Lessor; and (ii) the Rental thereafter to be paid hereunder for the Premises shall be equitably reducedreduced in the some ratio that the percentage of the area of the Premises so taken, appropriated or conveyed bears to the total area of the Premises immediately prior to the taking, appropriation or conveyance. If In addition, if any Rentable Area in the Building containing the Premises is so taken, appropriated or conveyed and this Lease is not terminated by Lessor, Lessee’s Percentage Share of Building Expenses shall be adjusted pursuant to Article 7. Notwithstanding this Article 24 above, upon a temporary taking of all or any portion of the provisions hereof following Premises, the Lease shall remain in effect and Lessee shall continue to pay and be liable for all Rentals under this Lease. Upon such temporary taking, Lessee shall be entitled to any partial taking Landlord shall promptly repair, restore, or rebuild Award for occupancy by Tenant the temporary use of the portion of the Premises not so taken. Iftaken which is attributable to the period prior to the date of Lease Termination, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord Lessor shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord pardon of the Award for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or such use attributable to the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal propertyperiod after Lease Termination. Nothing contained As used in this paragraph paragraph, a temporary taking shall mean a salting for a period of one year or less and does not include a taking which is to last for an indefinite period and/or which will terminate only upon the happening of a specified event unless it can be any liability determined at the time of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphtaking when such event will occur.

Eminent Domain. If more than ten percent (10%) the entire Building or a substantial part thereof, or any part thereof which includes all or a substantial part of the Premises or more than ten percent (10%) of the parking spaces Premises, shall be taken or appropriated condemned by any competent authority for any public or quasi-public authority under use or purpose the power Term shall end as of eminent domainthe date of taking by the condemning authority. If the taking is of less than substantially all of the Building or Premises, either party hereto Landlord and Tenant shall have the right, at its option, within sixty (60) days after said taking, right to terminate this Lease upon thirty (30) days' written notice. If lease in the following circumstances: (i) less than ten percent Landlord may terminate if (10%1) in Landlord's reasonable business judgment restoration of the Premises or Building to substantially the parking spaces are taken or same size and quality is not economically justified and (ii2) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to gross area of the Building is so taken by eminent domain; (ii) Tenant may terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following if (1) any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the material portion of the Premises (as determined in Tenant's reasonable judgment) is so taken by eminent domain and (2) within sixty (60) days after such taking Landlord has not so taken. If, during been able to provide other comparable space in the repair, restoration, or rebuilding required, Building to temporarily add to the Premises are to restore the size of the Premises to its Rentable Area then being occupied by Tenant (and not usable in subtenants) prior to such taking and Landlord will not, based on Landlord's estimate of the reasonable opinion Rentable Area of the restored Building (such estimate to be delivered to Tenant not more than forty-five (45) days after such taking), be able to restore the Premises to 100% of its Rentable Area then being occupied by Tenant (and not subtenants) prior to such taking by a date not more than three hundred (300) days after the date of such taking. Landlord shall not be bound to offer Tenant more than Tenant, 's Proportionate Share (based on the Premises compared to the Building prior to such taking) of the restored Building and if Tenant fails to terminate this Lease as provided herein the size of the Premises and the Rent shall be abated until reduced to such share of the restored Building; (iii) Either Landlord or Tenant may terminate this Lease if the taking occurs within twenty-four (24) months prior -39- 48 to the then effective Expiration Date of the Term, as it may have been extended. If the taking is of less than substantially all of the Building or Premises and if this lease is not terminated as provided above, Landlord shall as soon as possible restore the Building as nearly as can practicably be done (including the Premises) using all of the award received by Landlord so as to provide, to the extent reasonably possible, comparable space and amenities to those enjoyed by Tenant under this lease prior to the taking (or Tenant's Proportionate Share of the Project in case of the application of the last sentence of clause (ii) above); in such event this Lease shall continue in force at the square foot rental rates and adjustment herein provided for the Premises applied to the rentable square feet of the Premises existing in the Building as restored (or Tenant's Proportionate Share of the Building in case of the application of the last sentence of clause (ii) above), but rent shall abat▇ ▇▇ to the untenantable portion of the Premises as to periods when such portions of the Premises are restored untenantable as a result of such taking and usablework of restoration. In any of the above termination cases, such termination notice may be given not more than thirty (30) days after the taking (the taking for purposes of this paragraph shall be the date when the taking authority requires possession) and termination must be effective for the portion not taken not less than fifteen (15) or more than sixty (60) days after such notice is given. For the portion taken, the termination shall be effective as of the date of the taking. The amount of damages resulting to Landlord and Tenant respectively, and to their respective interests in and to the Building and in, to and in connection with lease, by reason of such exercise of the power of eminent domain, shall be separately determined and computed by the court having jurisdiction and separate awards and judgments with respect to such damages to Landlord and Tenant, respectively, and to each of their respective interests, shall be made and entered. In the event that such court shall make a single award without separately determining the respective interests of any taking or appropriation whatsoeverLandlord and Tenant, and if Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against not agree in writing as to their respective portions of such award within twenty (20) days after the date of the final determination of such court of the amount thereof, Landlord for any amounts whatsoever, and Tenant agree to submit the matter to such court in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority stipulation for the purposes of a judgment determinative of their respective shares. Tenant shall have the right to seek a separate award, if available, for loss or diminution in value damage of its Leasehold interest business or personal property in the Premises or any Leasehold improvements therein or for the value of any unexpired term relocation costs. Any provisions of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely Lease which provide for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant upon a taking shall not cause Tenant's rights to this paragraphany award to be less than would exist in the absence of such provisions. Notwithstanding anything herein to the contrary, Tenant's rights to any award for a taking or condemnation shall be subject and subordinate to the rights of any holder of a First Mortgage.

Eminent Domain. If more than ten any part over fifteen percent (1015%) of the Premises or more than ten percent (10%) of the parking spaces shall be taken or appropriated by any public or quasi-public authority under the power of eminent domaindomain or conveyed in lieu thereof, either party hereto Tenant shall have the right, at its option, within sixty (60) days after said taking, right to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usableat its option. In the event of any taking or appropriation whatsoeversuch event, Landlord shall be entitled receive (and Tenant shall assign to Landlord upon demand from Landlord) any and all awards and/or settlements income, rent, award or any interest therein which may be given paid in connection with the exercise of such power of eminent domain, and Tenant shall have no claim against Landlord for any amounts whatsoeverpart of sum paid by virtue of such proceedings, and in no event whether or not attributable to the value of the unexpired term of this Lease except that Tenant shall Tenant have any claim whatsoever against Landlord or be entitled to petition the condemning authority for the loss or diminution in value following: (i) the then unamortized cost of any Alterations paid for by Tenant from its Leasehold interest in own funds (as opposed to any allowance, including the Premises or any Leasehold improvements therein or for TI Allowance, provided by Landlord); (ii) the value of any unexpired term Tenant’s trade fixtures; (iii) Tenant’s relocation costs; and (iv) Tenant’s goodwill, loss of business and business interruption. If a part of the Premises shall be so taken or appropriated or conveyed and neither party hereto shall elect to terminate this LeaseLease and the Premises have been damaged as a consequence of such partial taking or appropriation or conveyance, Tenant hereby expressly assigns to Landlord any such right or claimshall restore the Premises continuing under this Lease at Landlord’s cost and expense; provided, however, that Landlord shall not be required to repair or restore any injury or damage to the property of Tenant or to make any repairs or restoration of any Alterations installed on the Premises by or at the expense of Tenant. Thereafter, the Monthly Base Rent and Additional Charges to be paid under this Lease for the remainder of the Term shall be proportionately reduced, such that thereafter the amounts to be paid by Tenant shall be in the ratio that they are of the portion of the Premises not so taken bears to the total area of the Premises prior to such taking. Notwithstanding anything to the contrary contained in this Paragraph 21, if the temporary use or occupancy of any part of the Premises shall be taken or appropriated under power of eminent domain during the Term, this Lease shall be and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all Monthly Base Rent and Additional Charges payable hereunder by Tenant during the Term. In the event of any such temporary appropriation or taking, Tenant shall be entitled to any separate award made by the condemning authority solely for or on account receive that portion of any loss award which represents compensation for the use of or expense occupancy of the Premises during the Term, and Landlord shall be entitled to receive that portion of any award which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from represents the cost of restoration of the Premises and the use and occupancy of the Premises after the end of the Term. If such temporary taking is for a period longer than two hundred and seventy (270) days and unreasonably interferes with Tenant’s use of the Premises or for any loss of or damage the Common Area, then Tenant shall have the right to such items of Tenant's personal propertyterminate the Lease. Nothing contained in this paragraph shall be any liability of Landlord and Tenant to Landlord which arose prior to understand and agree that the effective date of any termination provisions of this Paragraph 21 are intended to govern fully the rights and obligations of the parties in the event of a Taking of all or any portion of the Premises. Accordingly, the parties each hereby waives any right to terminate this Lease pursuant to this paragraphin whole or in part under Sections 1265.120 and 1265.130 of the California Code of Civil Procedure or under any similar Law now or hereafter in effect.

Eminent Domain. Section 14.01 Total Condemnation If more than ten percent (10%) at any time during the Term the whole of the Premises or more than ten percent (10%) of the parking spaces Building shall be taken or appropriated by for any public or quasi-public authority use under the power any statute, or by right of eminent domain, the Term and all rights of the Tenant shall immediately cease and terminate as of the date of such taking, and the Basic Rent and Additional Rent shall be apportioned and paid to the time of such termination. Section 14.02 Partial In the event that only a part of the Building area shall be so taken, such building area being 50,000 square feet or less, either party hereto shall have the right, at its optionLandlord or the Tenant may elect to cancel this Lease provided such cancelling party, within sixty ninety (6090) days after said such taking, gives notice to terminate that effect and upon the giving of such notice, the Basic Rent and Additional Rent shall be apportioned and paid to the date of the expiration of the Term and this Lease and the Term shall cease, expire and come to an end upon thirty the expiration of said ninety (3090) days' written days specified in said notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects Landlord nor Tenant shall elect to terminate as herein hereinbefore provided, this Lease shall remain unaffected except the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by a pro rata reduction of Basic Rent, based on the condemning authority solely for or on account proportion which the area of the building so taken bears to the area of the Building immediately prior to such taking. Section 14.03 Award In case of any loss taking [illegible] regardless of whether this Lease survives, the entire award shall be paid to the Landlord and the Tenant hereby assigns such award or expense which awards to the Landlord. Tenant may sustain shall not be entitled to share in any award or incur awards made in removing ▇▇▇▇▇▇'s merchandisecondemnation proceedings for consequential damages or for the taking of any appurtenances to the premises, trade fixturesvaults, areas or projections outside of the boundaries of the lands owned by Landlord, or equipment from right in, under or above the Premises streets adjoining said lands, or the rights and benefits of light, air, or access to said streets, or for any loss the taking of space or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to rights therein, below the effective date of any termination of this Lease pursuant to this paragraphsurface or above the Demised Premises.

Eminent Domain. 15.1 If more than ten percent (10%) all of the Premises Premises, access to the Premises, or more than ten percent (10%) of the parking spaces shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, either party hereto shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) such portion of the Premises or the parking spaces are Newport Corporate Center or access thereto as would, in Landlord's or Tenant's reasonable judgment, materially interfere with the continuation of Tenant's business operations in substantially the same manner and space, shall be permanently taken or (ii) more than ten percent (10%) condemned for any public purpose, then this Lease, at the option of Tenant or Landlord upon the giving of written notice to the other party, shall forthwith cease and terminate upon the date when title vests in the condemning or taking entity. If this Lease is terminated as provided above, then this Lease shall cease and expire as if the date of transfer of possession of the Premises or such parking spaces are taken, but neither party elects to terminate as herein providedPremises, the Minimum Rent thereafter to be paid shall be equitably reduced. If Newport Corporate Center, or any portion thereof, was the Expiration Date of this Lease. 15.2 In the event that this Lease is not terminated pursuant by either Landlord or Tenant under the prior Section, Tenant shall pay Rent up to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the date of transfer of possession of such portion of the Premises not so taken. If, during the repair, restoration, taken or rebuilding required, condemned and this Lease shall thereupon cease and terminate with respect to such portion of the Premises are not usable in so taken or condemned as if the reasonable opinion date of Tenant, transfer of possession of the Premises was the Expiration Date of the term of this Lease relating to such portion of the Premises. Thereafter the Rent shall be abated until the Premises are restored and usable. adjusted on a pro rata, net rentable square foot basis. 15.3 In the event of any such condemnation or taking or appropriation whatsoeverand this Lease is not so terminated, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in promptly repair the Premises or any Leasehold improvements therein the Newport Corporate Center, as the case may be, to the condition that existed at the Commencement Date, so that the remaining portion of the Premises or Newport Corporate Center, as the case may be, shall constitute a complete architectural unit, fit for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claimTenant's occupancy and business; provided, however, that Tenant Landlord's obligation to repair hereunder shall be entitled limited to the extent of the net proceeds made available to Landlord for such repair from any such condemnation or taking. Landlord shall promptly make available to Tenant any and all net proceeds made available to Landlord from such condemnation or taking to the extent such proceeds are attributable to Tenant Improvements owned by and/or paid for by Tenant and are not used in repairing or restoring such Tenant Improvements to the condition that existed at the Commencement Date. 15.4 In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, then this Lease shall continue in full force and effect except that Rent shall be adjusted on a pro rata net rentable square foot basis for the period of time that the Premises are so taken as of the date of transfer of possession of the Premises, and Landlord shall be under no obligation to make any repairs or alterations. 15.5 In the event of any condemnation or taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired term of the Lease and all Tenant Improvements and Tenant may not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate attempt to recover an award made by or compensation against or from the condemning authority solely for or on account (i) the value of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from furniture, furnishings, and other personal property which were condemned but which under the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination terms of this Lease pursuant Tenant is permitted to remove at the end of the Term, (ii) the unamortized cost of Tenant Improvements, which are not so removable by Tenant at the end of the term of this paragraphLease but which were installed solely at Tenant's expense, (iii) relocation and moving expenses, and (iv) compensation for loss to Tenant's business. 15.6 Subject to Section 15.5, Landlord shall have the exclusive authority to grant possession and use to the condemning authority and to negotiate and settle all issues of just compensation or, in the alternative, to conduct litigation concerning such issues; provided, however, that Landlord shall keep Tenant informed of the proceedings and negotiations concerning the Premises.

Eminent Domain. If more than ten twenty-five percent (1025%) of the Premises or more than ten percent (10%) area of the parking spaces shall be Premises is taken or appropriated by for any public or quasi-public authority use under the power of eminent domain, or conveyed in lieu thereof, either party hereto shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty by written notice to the other party given within ten (3010) days' written noticedays of the date of such taking, appropriation or conveyance, and Lessor shall be entitled to any and all income, rent, award, or any interest therein whatsoever which may be paid or made (the “Award”) in connection with such public or quasi-public use or purpose, and Lessee shall have no claim against Lessor for (and hereby assigns to Lessor any claim which Lessee may have for) the value of any unexpired Term of this Lease. If any part of the Building or the Project other than the Premises may be so taken, appropriated or conveyed, Lessor shall have the right at its option to terminate this Lease, and in any such event Lessor shall be entitled to the entire Award whether or not this Lease is terminated. If this Lease is terminated as provided above: (i) the termination shall be effective as of the date upon which title to the Premises, the Building, the Project, or a portion thereof, passes to and vests in the condemnor or the effective date of any order for possession if issued prior to the date title vests in the condemnor; (ii) Lessor shall refund to Lessee any prepaid but unearned Rentals and the unused balance of the Security Deposit; and (iii) Lessee shall pay to Lessor any Rentals or other charges due Lessor under the Lease, prorated as of the date of taking. If less than ten twenty-five percent (1025%) of the Premises is so taken, appropriated or the parking spaces are taken conveyed, or (ii) more than ten twenty-five percent (1025%) of the Premises or such parking spaces are thereof is so taken, but appropriated or conveyed and neither party elects to terminate as herein provided, (i) Lessor shall be entitled to the Minimum Rent entirety of the Award, and Lessee shall be entitled to make a claim for any separate award attributable to any taking of Lessee’s trade fixtures so long as any such award to Lessee does not reduce the amount of the Award available to Lessor; and (ii) the Rental thereafter to be paid hereunder for the Premises shall be equitably reducedreduced in the same ratio that the percentage of the area of the Premises so taken, appropriated or conveyed bears to the total area of the Premises immediately prior to the taking, appropriation or conveyance. If In addition, if any Rentable Area in the Building containing the Premises is so taken, appropriated or conveyed and this Lease is not terminated by Lessor, Lessee’s Percentage Share of Building Expenses allocated to the Office Cost Pool shall be adjusted pursuant to Article 7. Notwithstanding this Article 24 above, upon a temporary taking of all or any portion of the provisions hereof following Premises, the Lease shall remain in effect and Lessee shall continue to pay and be liable for all Rentals under this Lease. Upon such temporary taking, Lessee shall be entitled to any partial taking Landlord shall promptly repair, restore, or rebuild Award for occupancy by Tenant the temporary use of the portion of the Premises not so taken. Iftaken which is attributable to the period prior to the date of Lease Termination, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord Lessor shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord portion of the Award for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or such use attributable to the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal propertyperiod after Lease Termination. Nothing contained As used in this paragraph paragraph, a temporary taking shall mean a taking for a period of one year or less and does not include a taking which is to last for an indefinite period and/or which will terminate only upon the happening of a specified event unless it can be any liability determined at the time of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphtaking when such event will occur.

Eminent Domain. 13.1 If more than ten percent fifty (1050%) percent or more of the leasable floor area of the Building or any material portion of the Premises is condemned or more than ten percent (10%) taken in any manner, including without limitation any conveyance in lieu of the parking spaces shall be taken or appropriated by condemnation, for any public or quasi-public authority under use (“Taken”), the power Term of eminent domainthis Lease shall cease and terminate as of the date title is vested in the condemning authority. 13.2 If less than fifty (50%) percent of the leasable floor area of the Building or if any material portion of the Premises is Taken, either party hereto Landlord shall have the right, at its option, within sixty (60) days after said takingbut not the obligation, to terminate this Lease upon by giving written notice within thirty (30) days' written noticedays after being notified of such taking, and in such event, termination shall be effective upon the date designated by Landlord in the notice of termination. If (i) In addition, if less than ten percent fifty (1050%) percent of the leasable floor area of the Building or if any material portion of the Premises is Taken, and Tenant determines, in its reasonable business opinion, that operating its business is no longer tenable, then Tenant shall also have the right to terminate the Lease by giving written notice to Landlord within thirty (30) days after being notified of such Taking. 13.3 The whole of any award or the parking spaces are taken or (ii) more than ten percent (10%) compensation for any portion of the Premises or such parking spaces are takenTaken, but neither party elects to terminate as herein providedincluding the value of Tenant’s leasehold interest under the Lease, the Minimum Rent thereafter to be paid shall be equitably reducedsolely the Premises of Landlord. Tenant is not precluded from seeking, at its own expense, an award from the condemning authority for loss of the value of any trade fixtures or other personal Premises in the Premises, or moving expenses, provided that the award for such claim or claims shall not diminish the award made to Landlord. If the unexpired Term of the Lease is not terminated pursuant to terminated, then Landlord shall, within 210 days after the provisions hereof following any partial taking Landlord shall promptly repairby the governmental authority, restore, or rebuild for occupancy by Tenant the portion complete restoration of the Premises not so taken. If, during the repair, restoration, or rebuilding required, in its condition as close thereto as is reasonably possible and if Landlord fails to completely restore the Premises are not usable in within the reasonable opinion 210 day period other than as a result of TenantTenant Delay, then Tenant may terminate the Rent Lease within twenty (20) days after the 210 day period. In such event all liability shall be abated until the Premises are restored and usable. terminate. 13.4 In the event of the Premises or any taking or appropriation whatsoeverportion are Taken, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term Term of this Lease or otherwise. In the event of a partial taking of the Premises which does not result in a termination of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant the Annual Base Rent thereafter shall be entitled to any separate award made by partially reduced. The reduction shall be computed on the condemning authority solely for or on account basis of any loss or expense the ratio which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the floor area of that portion of the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior Taken bears to the effective date rentable floor area of any termination of this Lease pursuant to this paragraphPremises.

Eminent Domain. If the whole of the Leased Premises shall be taken by any public authority under the power of eminent domain, this Lease shall cease as of the day possession shall be taken by such public authority and Tenant shall pay rent up to that date with an appropriate refund by Landlord of any rent which has been paid in advance for a period of subsequent to the date possession is so taken. If ten percent (10%) or less of the area of the Leased Premises shall be so taken and if the remainder thereof and of the Common Areas is tenantable by Tenant for the purposes for which the Leased Premises were used immediately prior thereto and Tenant’s parking rights are not materially affected, then this Lease shall cease only as to the parts so taken as of the day possession shall be so taken by such public authority and Tenant shall pay rent for such parts up to that day with an appropriate refund by Landlord of any rent which has been paid in advance for a period subsequent to the date possession is so taken, and thereafter the Base Rent and Additional Rent shall be equitably adjusted. Landlord, at Landlord’s expense, shall make all necessary repairs or alterations to the Leased Premises and Common Areas so as to constitute the remaining premises a complete architectural unit; provided, that if the reasonable cost of such repairs or alterations (as determined by a licensed architect selected by Landlord) will exceed the amount of the award or if such repairs or alterations cannot in Landlord’s reasonable judgment be completed within sixty (60) days, then either Tenant or Landlord may terminate this Lease as of the day of possession by written notice to the other party and Tenant shall pay rent and other charges to such termination. If more than ten percent (10%) of the area of the Leased Premises shall be so taken or if such portion of the Common Areas is so taken that the remainder is not reasonably suitable for the purposes for which the Leased Premises were used immediately prior to such taking, then either party shall have the right to terminate this Lease upon notice in writing to the other delivered on or before the day of surrendering possession to the public authority. If neither party so terminates, all of the provisions of this Lease shall continue to effect, except that the rent and other charges payable by Tenant shall be equitably adjusted, and Landlord shall make all necessary repairs or alterations to the Leased Premises and Common Areas so as to constitute the remaining premises a complete architectural unit. If more than ten percent (10%) of the aggregate floor area of the Building or more than ten percent (10%) of the parking spaces area of the Land shall be taken under the power of eminent domain then Landlord, by notice in writing to Tenant delivered on or appropriated by before the day of surrendering possession to public authority, may terminate this Lease and rent shall be paid or refunded as of the date of possession. All compensation awarded for any public or quasi-public authority taking under the power of eminent domain, either party hereto whether for the whole or a part of the Leased Premises, the Building or any part of the Project shall have be the property of Landlord, whether awarded as compensation for diminution in the value of the leasehold or to the fee of the Leased Premises or otherwise, and Tenant hereby assigns to Landlord all of the Tenant’s right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable title and interest in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claimcompensation; provided, however, that Tenant Landlord shall not be entitled to any separate award made by expressly to Tenant for the condemning authority solely for taking of Tenant’s trade fixtures or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises furniture or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraph’s moving costs.

Eminent Domain. 18.1 If more than ten thirty percent (1030%) of the Premises or more than ten percent (10%) floor area of the parking spaces shall Demised Premises should be taken or appropriated by for any public or quasi-public authority use under the power any governmental law, ordinance or regulation or by right of eminent domaindomain or by private purchase in lieu thereof, either party hereto this lease shall have terminate and the rightrent shall be abated during the unexpired portion of this lease, at its optioneffective on the date physical possession is taken by the condemning authority. 18.2 If less than thirty percent (30%) of the floor area of the Demised Premises should be taken as aforesaid, within sixty (60) days after said this lease shall not terminate; however, the minimum guaranteed rental payable hereunder during the unexpired portion of this lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations to the remaining premises or, if an exhibit describing Landlord's Work is attached to this lease, all necessary repairs within the scope of Landlord's Work as described in such exhibit, as the case may be, required to make the remaining portions of the Demised Premises an architectural whole, but in no event shall Landlord be required to expend an amount greater than the award actually received by Landlord in connection with such taking. 18.3 If any part of the Common Area should be taken as aforesaid, this lease shall not terminate, nor shall the rent payable hereunder be reduced, except that either Landlord or Tenant may terminate this lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Industrial Complex shall be less than seventy percent (70%) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease upon lease in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty (30) days' written noticedays after the date physical possession is taken by the condemning authority. 18.4 All compensation awarded for any taking (or the proceeds of private sale in lieu thereof) of the Demised Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for Tenant's moving and relocation expenses or for the loss of Tenant's fixtures and other tangible personal property if a separate award for such items is made to Tenant as long as such separate award does not reduce the amount that would otherwise be awarded to Landlord. 18.5 The rights contained in this Article 18 shall be Tenant's sole and exclusive remedy in the event of a taking or condemnation. If Each party waives the provisions of Section 1265.130 and 1265.150 of the California Code of Civil Procedure and the provisions of any successor or other law of like import. 18.6 Notwithstanding anything to the contrary, Landlord may terminate this lease with no further liability to Tenant if (i) less than ten fifty percent (1050%) or more of the Premises or gross leasable area of the parking spaces are Industrial Complex is taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are takenif following any taking, but neither party Landlord's mortgagee elects to terminate as herein provided, the Minimum Rent thereafter require Landlord to be paid shall be equitably reduced. If the Lease is not terminated pursuant apply all or a portion of such award to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphoutstanding indebtedness.

Eminent Domain. If more than ten percent (10%) the whole of the Leased Premises or more than ten percent (10%) of the parking spaces shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, either party hereto or conveyed under a threat of condemnation, the lease term shall cease as of the day possession shall be taken by such public authority, and Tenant shall pay rent up to that date with an appropriate refund by Landlord of such rent as shall have been paid in advance for a period subsequent to the right, at its option, within sixty (60) days after said date of taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less more than ten forty percent (1040%) of the total square footage of all buildings on the Leased Premises shall be taken under the power of eminent domain, or conveyed under the parking spaces are taken threat of condemnation, or (ii) more than ten forty percent (1040%) of the paved area on the Leased Premises is taken under the power of eminent domain, or such parking spaces are takenconveyed under the threat of condemnation, but neither party elects Tenant may, by notice in writing to Landlord on or before the day of surrendering possession to the public authority, terminate as herein providedthis Lease, the Minimum Rent thereafter to and rent shall be paid shall be equitably reducedor refunded as of the date of termination. If In the event the Lease is not terminated pursuant so terminated, then the Lease shall continue in full force and effect except that the base rent shall be equitably abated for the taking of the Leased Premises and Landlord shall make all necessary repairs or alterations, to the provisions hereof following extent of available condemnation proceeds, to the basic building and exterior work so as to constitute the remaining Leased Premises a complete architectural unit. All compensation awarded for any partial taking Landlord under the power of eminent domain, whether for the whole or part of the Leased Premises, shall promptly repairbe property of the Landlord, restorewhether such damages shall be awarded as compensation for the diminution in the value of or loss of the leasehold or for diminution in the value of or loss of the fee of the Leased Premises, or rebuild otherwise. Nothing contained herein shall prevent Tenant from applying for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or reimbursement from the condemning authority (if permitted by law) for moving expenses, or the loss or diminution in value expense of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value removal of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇Tenant's merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphgood will.

Eminent Domain. If more than ten percent Except as hereinafter provided, if the Premises, or such portion thereof as to render the balance (10%if reconstructed to the maximum extent practicable in the circumstances) of unsuitable for the Premises or more than ten percent (10%) of the parking spaces Tenant's purposes as contemplated under this Lease, shall be taken by condemnation or appropriated by any public or quasi-public authority under the power right of eminent domain, either party hereto the Landlord or the Tenant shall have the rightright to terminate this Lease and any separate parking lease by notice to the other of its desire to do so, at its optionprovided that such notice is given not later than thirty (30) days after receipt by the Tenant of notice of the effective date of such taking. If so much of the Building shall be so taken that the Landlord reasonably determines chat would be reasonably necessary to raze or substantially alter the Building, the Landlord shall have the right to terminate this Lease by giving notice to the Tenant of the Landlord's desire to do so not later than thirty (30) days after the effective date of such taking. Should any part of the Premises be so taken or condemned during the Term, and should this Lease be not terminated in accordance with the foregoing provisions, the Landlord agrees to use reasonable efforts to put what may remain of the Premises into proper condition for use and occupation as nearly like the condition of the Premises prior to such taking as shall be practicable, subject, however, to applicable laws and codes then in existence. If the Garage, or such portion thereof as to render the Tenant's parking privileges therein impossible or impracticable in the Landlord's reasonable determination, shall be taken by condemnation or right of eminent domain, then the Landlord shall designate, if available to the Landlord and promptly following any such taking, alternative parking within University Park that may be used for the parking of the automobiles of the employees and invitees of the Tenant. All such alternative parking shall be allocated proportionately among all tenants, including the Tenant, then currently leasing parking spaces within the Garage; provided, however, the number of the Tenant's parking spaces guaranteed by the Landlord in Exhibit A shall not change. The Tenant shall pay the market rate from time to tune in effect for such alternative parking facilities. In the event the Landlord is unable to secure for the Tenant such alternative parking within sixty (60) days after said the later of the effective date of such taking or the date the Landlord and the Tenant have notice of the effective date of such taking, the Tenant shall have the right, as its sole remedy, to terminate this Lease upon and any separate parking lease by notice to the Landlord of its desire to do so, provided that the Tenant's notice is given not later than ten (10) days following the expiration of the aforesaid sixty (60) day period. Such termination shall be effective thirty (30) days' written notice. If (i) less than ten percent (10%) of days after such notice is given to the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises Landlord, or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made later date specified by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphnotice not exceeding one hundred twenty (120) days after such notice is given.

Eminent Domain. (a) If more than ten percent (10%) after the execution of this Lease and prior to the expiration of the term of this Lease the whole of the Premises or more than ten percent (10%) of the parking spaces shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, either party hereto then the term of this Lease shall have cease as of the righttime when Landlord shall be divested of its title in the Premises. (b) If only a part of the Premises shall be taken under the power of eminent domain, and if as a result thereof the floor area of the Premises shall be reduced by more than twenty percent and the part remaining shall not be reasonably adequate for the operation of the business conducted in the Premises prior to the taking, Landlord or Tenant may, at its optionelection, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, by giving the other notice of the exercise of its election within twenty (20) days after it shall receive notice of such taking, and the termination shall be effective as of the time that possession of the part so taken shall be required for public use. If only a part of the Premises shall be taken under the power of eminent domain and if the term of this Lease shall not be terminated as aforesaid, then the term of this Lease shall continue in full force and effect and Landlord shall, within a reasonable time after possession is required for public use, repair and rebuild what may remain of the Premises so as to put the same into condition for use and occupancy by Tenant hereby expressly and a just proportion of the minimum rent according to the nature and extent of the injury to the Premises shall be suspended or abated until what may remain of the Premises shall be put into such condition by Landlord, and thereafter a just proportion of the minimum rent according to the nature and extent of the part so taken shall be abated for the balance of the term of this Lease. Notwithstanding the foregoing, Landlord shall not be required to expend in connection with such repair and rebuilding more than the eminent domain award actually received by Landlord and allocable to the Premises, nor shall Landlord be required to restore any leasehold improvements or personal property of Tenant. (c) Landlord reserves to itself, and Tenant assigns to Landlord, all rights to damages accruing on account of any taking under the power of eminent domain or by reason of any act of any public or quasi public authority for which damages are payable. Tenant agrees to execute such instruments of assignment as may be reasonably required by Landlord in any proceeding for the recovery of such damages if required by Landlord, and to turn over to Landlord any damages that may be recovered in such right or claim; providedproceeding. It is agreed and understood, however, that Landlord does not reserve to itself, and Tenant shall be entitled does not assign to Landlord, any separate award made damages payable for movable fixtures installed by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇at Tenant's merchandise, trade fixtures, or equipment from the Premises sole cost or for any loss of or damage to such items moving expenses of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraph.

Eminent Domain. If more than ten percent (10%) the whole or substantially all of the Premises of any Facility, or more than ten percent (10%) all or substantially all of the parking spaces shall means of access thereto, be taken acquired by eminent domain or appropriated by any public or quasi-public authority under purchase in lieu thereof, so that the power Premises of eminent domainsuch Facility cannot be licensed for the specific use relating to such Facility as set forth on Exhibit A (including the number of beds specified therein), either party hereto shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) shall terminate as to such Facility as of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) date of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to actual taking and the provisions hereof following any partial taking Landlord of Section 41 below shall promptly repairapply. Should, restorehowever, or rebuild for occupancy by Tenant the only a portion of the Premises of any Facility be so condemned or taken, so as not so taken. If, during to materially and adversely affect the repair, restoration, or rebuilding required, specific use of the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled relating to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority such Facility for the loss or diminution purposes for which it is leased hereunder, this Lease shall continue in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claimfull force and effect; provided, however, that the Allocated Minimum Rent payable under the unexpired Term of this Lease for such Facility shall be adjusted to such extent as may be fair and reasonable under the circumstances. Landlord shall, in such event, promptly restore the Demised Premises of such Facility as nearly as feasible to the condition of such Premises immediately prior to the taking, subject to reasonable delays, but Landlord shall not be required to restore or rebuild the Demised Premises of such Facility during the last Lease Year of the Initial Term or any Renewal Term or to restore Tenant’s fixtures, furnishings, floor coverings, equipment, stock or other fixtures, furnishings, floor coverings, equipment, stock or other personalty located at such Facility. Tenant shall not be entitled to any part of the condemnation proceeds arising from any partial taking of any Facility, except that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or make a claim for any loss of or damage Tenant’s property located at such Facility condemned other than Tenant’s interest in this Lease with respect to such items of Tenant's personal propertyFacility. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to Notwithstanding the effective date of any termination of foregoing, this Lease pursuant shall terminate with respect to this paragraphany Facility if, as the result of only a portion of the Demised Premises of such Facility being condemned or taken, Tenant is prevented from operating or using the Demised Premises of such Facility under the then-existing governmental and quasi-governmental licenses, permits, approvals and certifications. In such case, Landlord and Tenant shall have such rights to condemnation awards as are set forth above for a total or substantial taking.

Eminent Domain. If more than ten percent (10%) the leased premises, or such portion thereof as to render the balance unsuitable for the use of Tenant, as set forth on the Premises or more than ten percent (10%) of the parking spaces Data Sheet, shall be taken by condemnation or appropriated the right of eminent domain or by private sale in lieu thereof to the potential condemning authority, either party shall be entitled to terminate this Lease upon written notice to the other within thirty (30) days after Tenant has been deprived of possession by such taking or sale. If any portion of the leased premises is so taken or sold and if this Lease is not terminated in accordance with the provisions hereof, Lessor shall proceed to restore and rebuild the remaining portion thereof so as to make an architecturally complete unit as diligently as is practicable, and in such event, a proportionate reduction of the minimum guaranteed rent and reduction of Tenant's proportionate share pursuant to paragraphs 16 and 27 shall be allowed from the appropriate date, said proportionate reduction to be computed on the basis of the relation which the square foot area in the leased premises so taken bears to the total square foot area of the leased premises. Nothing in this paragraph shall be construed to permit the abatement or reduction, in whole or in part, of the percentage rent, or any other charges provided for in this Lease, but for the purpose of paragraph 11, the computation of percentage rent shall be based upon the revised minimum rent as the same may be reduced pursuant to this paragraph. In the event fifty percent (50%) or more of the building of which the leased premises are a part shall be taken by condemnation or the right of eminent domain or by private sale in lieu thereof to the potential condemning authority, either party shall be entitled to terminate this Lease upon written notice to the other on or before the date possession is to be surrendered to the public or quasi-public authority, such termination to be effective as of the date of surrender of possession. Tenant shall have the right to make its claim for its unamortized cost of leasehold improvements to the extent paid for by Tenant, its fixtures and moving expenses, all to the extent such damages are allowable; provided, any award thereof can be made separately to Tenant without diminution of any award to be mad to Lessor. Other than the foregoing, Tenant shall not be entitled to claim, or have paid to Tenant, any compensation or damages whatsoever for or on account of any loss, injury, damages or taking of any right, interest or estate of Tenant, and Tenant hereby relinquishes and hereby assigns to Lessor any rights to any damages. Subject to the foregoing, Lessor shall be entitled to claim and have paid to it for the use and benefit of Lessor all compensation and damages for and on account of or arising out of such taking or condemnation, without deduction from the amount thereof for and on account of any right, title, interest or estate of Tenant in or to the leased premises or matter relating thereto. Tenant, upon request of Lessor, shall execute any and all releases or other documents as shall be required by such public or quasi-public authority under in accordance with the power provisions of eminent domain, either party hereto shall have this paragraph. In the right, at its option, event Tenant fails to execute and deliver said releases or other documents within sixty ten (6010) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Leaserequest, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by appoints Lessor irrevocably as the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability attorney-in-fact of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphexecute and deliver said releases or other documents.

Eminent Domain. 13.1 If more than ten twenty-five percent (1025%) or more of either the Premises or more than ten percent (10%) of the parking spaces shall be Building is taken or appropriated by for any public or quasi-public authority under purpose by any Governmental Authority, by exercise of the power right of appropriation, inverse condemnation, condemnation or eminent domain, either party hereto shall have the rightor sold to prevent such taking (each such event being referred to as a “Condemnation”), Landlord may, at its option, within sixty terminate this Lease as of the date title vests in the condemning party. If twenty‑five percent (6025%) days or more of the Premises is taken and if the Premises remaining after said takingsuch Condemnation and any repairs by Landlord would be untenantable for the conduct of Tenant’s business operations, Tenant shall have the right to terminate this Lease upon as of the date title vests in the condemning party. If either party elects to terminate this Lease as provided herein, such election shall be made by written notice to the other party given within thirty (30) days' written noticedays after the nature and extent of such Condemnation have been finally determined. If neither Landlord nor Tenant elects to terminate this Lease to the extent permitted above, Landlord shall promptly proceed to restore the Premises (i) less other than ten percent (10%) Tenant’s Alterations), to the extent of any Condemnation award received by Landlord, to substantially the same condition as existed prior to such Condemnation, allowing for the reasonable effects of such Condemnation. Tenant shall have no claim against Landlord for, and hereby releases Landlord and Landlord’s Agents from responsibility for and waives its entire claim of recovery for any cost, loss or expense suffered or incurred by Tenant as a result of any Condemnation or the repair or restoration of the Premises following such Condemnation, including, without limitation, any cost, loss or expense resulting from any loss of use of the parking spaces are taken whole or (ii) more than ten percent (10%) any part of the Premises and/or any inconvenience or annoyance occasioned by such parking spaces are takenCondemnation, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, repair or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, . 13.2 Landlord shall be entitled to any and all awards and/or settlements compensation, damages, income, rent, awards, or any interest therein whatsoever which may be given paid or made in connection with any Condemnation, and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this LeaseLease or otherwise; provided that, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to receive any separate award made separately allocated by the condemning authority solely to Tenant for either or on account both of: (a) Tenant’s relocation expenses; and (b) the value of Tenant’s Property (specifically excluding fixtures, Alterations and other components of the Premises which under this Lease or by law are or at the expiration of the Term will become the property of Landlord), provided that such award does not reduce any award otherwise allocable or payable to Landlord. 13.3 The provisions of this Article 13 are Tenant’s sole and exclusive rights and remedies in the event of a Condemnation. To the extent permitted by the Laws, Tenant waives the benefits of any loss Law that provides Tenant any abatement or expense which Tenant may sustain termination rights or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, any right to receive any payment or equipment from the Premises or for any loss award (by virtue of or damage to such items of Tenant's personal property. Nothing contained a Condemnation) not specifically described in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphArticle 13.

Eminent Domain. If more than ten percent (10%) of 22.1 In the Premises or more than ten percent (10%) of event the parking spaces entire premises shall be permanently appropriated or taken or appropriated under the power of eminent domain by any public or quasi-public authority authority, this Lease shall terminate and expire as of the date of such taking, and Landlord and Tenant shall each thereupon be released from any liability thereafter accruing hereunder. Tenant shall have the right to continue to occupy the demised premises for all or any portion of the period between the taking date and the date when possession of the premises shall be physically taken by the condemning authority. Any unearned rent paid in advance shall be refunded. 22.2 In the event more than twenty-five percent (25%) of the square footage of Floor Area of the premises is taken under the power of eminent domain by any public or quasi-public authority, or if by reason of any appropriation or taking, regardless of the amount so taken, the remainder of the premises is not one undivided building space, either Landlord or Tenant shall have the right to terminate this Lease as of the date Tenant is required to vacate a portion of b a the premises, upon giving written notice of such election within thirty (30) days after receipt by Tenant from Landlord of written notice that said premises have been so appropriated or taken. Landlord agrees after learning of any appropriation or taking to give Tenant written notice thereof. 22.3 If more than twenty-five percent (25%) of the Floor Area of the buildings constructed within the Shopping Center or twenty percent (20%) of the common areas are taken under the power of eminent domain, either party hereto shall have whether or not the rightpremises are acquired in whole or in part, at its optionor if as a result of any appropriation under the power of eminent domain the leases of any two or more of the Major Stores in the Shopping Center are terminated, within sixty (60) days after said takingLandlord may, by written notice to Tenant, 4a terminate this Lease upon Lease, such termination to be effective thirty (30) days' written b e days following Tenant's receipt of such notice. If (i) less than ten percent (10%) of Upon any such termination the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid rents and other charges payable hereunder shall be equitably reduced. prorated to and from the date of such termination. 22.4 If the this Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoeveras provided above, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoeverthe entire award compensation in such proceedings, and in no event shall Tenant have any claim whatsoever against Landlord or but the condemning authority rental and- other charges for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items last month of Tenant's occupancy shall be prorated and Landlord agrees to refund to Tenant any rent or other charges paid in advance. Tenant's right to receive compensation or damages for its fixtures and personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraph.

Eminent Domain. If more than ten percent the whole or any “Substantial Part” (10%as hereinafter defined) of the Leased Premises or more than ten percent (10%) of the parking spaces shall should be taken or appropriated by for any public or quasi-public authority use under the power governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, either party hereto Landlord or Tenant may terminate this Lease effective as of the date on which the physical taking of the Leased Premises shall occur, in which event the Rent shall be apportioned and paid to such date. If part of the Leased Premises shall be taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and this Lease is not terminated as provided above, this Lease shall not terminate but the Rent payable hereunder during the unexpired portion of this Lease shall be reduced to such extent as may be fair and reasonable under all of the circumstances. If part of Tenant’s Parking Lot shall be taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and there are less than one hundred (100) parking spaces remaining in Tenant’s Parking Lot after such taking, then Tenant shall have the rightright to terminate this Lease as of the date the condemning authority takes title or possession, at its optionwhichever occurs first, within sixty by giving written notice of such termination to Landlord not later than thirty (6030) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claimdate; provided, however, that if Landlord is able to provide alternative parking arrangements within the Park so that, when combined with any then-remaining parking within the Parking Lot, such alternative parking arrangements result in at least one hundred (100) parking spaces being made available to Tenant, then Tenant shall have no right to terminate this Lease. All compensation awarded for any taking (or the proceeds of private sale in lieu thereof) of the Leased Premises, the Building or other improvements, or any part thereof, shall be entitled the property of Landlord and Tenant hereby assigns its interest in any such award to Landlord; provided, however Landlord shall have no interest in any award made to Tenant for loss of business, loss to Tenant’s Property, or relocation expenses if a separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items is made to Tenant. In no event shall Landlord be required under this Lease to incur any expenses in excess of Tenant's personal propertyavailable proceeds from any taking contemplated hereby for the purposes of restoring the Building or the Leased Premises after any such taking. Nothing contained As used in this paragraph shall be any liability of Tenant to Landlord which arose prior to Article 10, the effective date of any termination of this Lease pursuant to this paragraph.phrase “

Eminent Domain. If more than ten percent (10%) the leased premises, or such portion thereof as to render the balance unsuitable for the use of Tenant, as set forth on the Premises or more than ten percent (10%) of the parking spaces Data Sheet, shall be taken by condemnation or appropriated the right of eminent domain or by private sale in lieu thereof to the potential condemning authority, either party shall be entitled to terminate this Lease upon written notice to the other within thirty (30) days after Tenant has been deprived of possession by such taking or sale. If any portion of the leased premises is so taken or sold and if this Lease is not terminated in accordance with the provisions hereof, Lessor shall proceed to restore and rebuild the remaining portion thereof so as to make an architecturally complete unit as diligently as is practicable, and in such event, a proportionate reduction of the minimum guaranteed rent and reduction of Tenant's proportionate share pursuant to paragraphs 16 and 27 shall be allowed from the appropriate date, said proportionate reduction to be computed on the basis of the relation which the square foot area in the leased premises so taken bears to the total square foot area of the leased premises. Nothing in this paragraph shall be construed to permit the abatement or reduction, in whole or in part, of the percentage rent, or any other charges provided for in this Lease, but for the purpose of paragraph 11, the computation of percentage rent shall be based upon the revised minimum rent as the same may be reduced pursuant to this paragraph. In the event fifty percent (50%) or more of the building of which the leased premises are a part shall be taken by condemnation or the right of eminent domain or by private sale in lieu thereof to the potential condemning authority, either party shall be entitled to terminate this Lease upon written notice to the other on or before the date possession is to be surrendered to the public or quasi-public authority, such termination to be effective as of the date of surrender of possession. Tenant shall have the right to make its claim for its unamortized cost of leasehold improvements to the extent paid for by Tenant, its fixtures and moving expenses, all to the extent such damages are allowable; provided, any award therefor can be made separately to Tenant without diminution of any award to be made to Lessor. Other than the foregoing, Tenant shall not be entitled to claim, or have paid to Tenant, any compensation or damages whatsoever for or on account of any loss, injury, damages or taking of any right, interest or estate of Tenant, and Tenant hereby relinquishes and hereby assigns to Lessor any rights to any damages. Subject to the foregoing, Lessor shall be entitled to claim and have paid to it for the use and benefit of Lessor all compensation and damages for and on account of or arising out of such taking or condemnation, without deduction from the amount thereof for and on account of any right, title, interest or estate of Tenant in or to the leased premises or matter relating thereto. Tenant, upon request of Lessor, shall execute any and all releases or other documents as shall be required by such public or quasi-public authority under in accordance with the power provisions of eminent domain, either party hereto shall have this paragraph. In the right, at its option, event Tenant fails to execute and deliver said releases or other document within sixty ten (6010) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Leaserequest, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by appoints Lessor irrevocably as the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability attorney-in-fact of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphexecute and deliver said releases or other documents.

Eminent Domain. 23.1 If more than ten percent (10%) there occurs any taking or damaging of all or a portion of any of the Premises (i) in or by condemnation or other eminent domain proceedings pursuant to any Regulations, general or special, or (ii) by reason of any agreement with any condemnor in settlement of or under threat of any such condemnation or other eminent domain proceeding (each, a “Condemnation”), that is not a Total Condemnation (defined below) shall occur, this Lease shall continue, notwithstanding such event, and rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Tenant and Landlord, promptly upon receiving any notice or knowledge of the institution of or intention to institute any proceeding for Condemnation (a “Condemnation Notice”), shall notify the other party thereof. Tenant shall be entitled to participate with Landlord in any adjustment, collection and compromise of the Net Award (defined below) payable in connection with a Condemnation and Landlord shall not agree upon or otherwise settle the Net Award without Tenant’s prior written consent not to be unreasonably withheld, conditioned or delayed. No agreement with any condemnor in settlement or under threat of any Condemnation shall be made by Tenant or Landlord without the written consent of the other party, not to be unreasonably withheld, conditioned or delayed. Subject to the provisions of this Section 23.1, Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant’s leasehold interest hereunder or otherwise; but nothing in this Lease shall impair Tenant’s right to any award or payment on account of Tenant’s trade fixtures, equipment or other tangible property which is not part of the base Building systems and equipment, moving expenses or loss of business, if available, and the value of tenant improvements and Alterations that are paid for by Tenant. 23.2 Promptly after Landlord’s receipt of the Net Award, Tenant shall commence and diligently continue to restore the Premises as nearly as possible to their value, condition and character immediately prior to such event (assuming the Premises to have been in the condition required by this Lease); provided that, Tenant shall have no obligation to restore any Alterations paid for by Tenant. During such restoration, Tenant may submit Restoration Draw Packages to Landlord from time to time. Within thirty (30) days after receipt of any such Restoration Draw Package, Landlord shall reimburse Tenant for the amounts set forth therein up to the amount of the Net Award received in connection with the applicable Condemnation. Any condemnation award paid to Landlord hereunder and a part of a Net Award that is not used by Tenant in restoration of the Premises (including Restorable Alterations) shall be the property of Landlord. For purposes of clarification, Tenant shall have no obligation to expend additional sums above and beyond any Net Award actually received by Tenant in the restoration of the Premises. 23.3 If a Condemnation in which more than fifty percent (50%) or more than ten percent (10%) of the parking spaces shall be Premises are taken or appropriated which otherwise materially impairs access to the Premises or parking thereon (a “Total Condemnation”) occurs, Tenant may elect to terminate this Lease by any public or quasi-public authority under the power of eminent domain, either party hereto shall have the right, at its option, providing written notice to Landlord within sixty (60) days after said takingthe date of the Casualty, in which case, Tenant shall have no obligation to terminate restore the Premises. If Tenant terminates this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following this Section 23.3, then Tenant may remain in possession of all or any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repairfor up to one hundred eighty (180) days after such termination date (which time period shall be specifically identified by Tenant in its written termination notice), restoration, or rebuilding requiredin which case, the terms and conditions of this Lease shall continue to apply to the portion of the Premises are not usable in the reasonable opinion of occupied by Tenant, and Tenant shall pay as the Monthly Installment of Rent during such period an amount equal to the Monthly Installment of Rent payable under this Lease for the last full month prior to the date of such termination prorated based on the ratio that the rentable square footage of the Premises actually occupied by Tenant during such period bears to the total rentable square footage of the Premises prior to the occurrence of the Total Condemnation which shall be abated until recalculated on a monthly basis during each month of such one hundred eighty (180) day period to reflect the actual rentable square footage of the Premises are restored which Tenant continues to occupy. 23.4 In addition to Tenant’s other remedies, if a Total Condemnation occurs, then Tenant shall have the right to exercise the Purchase Option by providing Landlord written notice within sixty (60) after the occurrence of such Total Condemnation (which notice shall specify the “Closing Date” which shall be a date within thirty (30) days after the delivery of such notice), in which case, the terms and usable. In conditions of Section 39 below shall apply to such exercise of the event of any taking or appropriation whatsoeverPurchase Option except (i) Tenant’s notice delivered pursuant to this Section 23.4 shall be deemed to be the “Exercise Notice”, (ii) the “Closing Date” shall be date specified in Tenant’s notice delivered pursuant to this Section 23.4, and (iii) Landlord shall be entitled assign the Net Award to Tenant at the closing of the Purchase Option. 23.5 Tenant hereby waives any and all awards and/or settlements which may be given rights under and Tenant shall have no claim against Landlord for any amounts whatsoeverbenefits of Section 1265.130 of the California Code of Civil Procedure, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein similar or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right successor Regulations or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for other laws now or on account of any loss or expense which Tenant may sustain or incur hereinafter in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragrapheffect.

Eminent Domain. A. If more than ten percent twenty-five (1025%) percent or more of the Floor Space of the Premises or more than ten percent (10%) of the parking spaces shall be taken or appropriated condemned by any competent authority for any public or quasi-public authority under the power of eminent domainuse or purpose, either party hereto shall have may elect, by giving notice to the right, at its option, within other not more than sixty (6060 days) days after said takingthe date on which title shall vest in such authority, to terminate this Lease, and, in either such event, the Term of this Lease upon thirty shall cease and terminate as of the said date of title vesting. In case of any taking or condemnation, whether or not the Term of this Lease shall cease and terminate, the entire award shall be the property of Landlord and Tenant hereby assigns to Landlord all its right, title and interest in and to any such award. Tenant shall, however, be entitled to claim, prove and receive in the condemnation proceeding such awards as may be allowed for loss of lease, moving expense, fixtures and other equipment installed by it but only if such awards shall be made by the condemnation court in addition to the award made by it for the land and the building or part thereof so taken. B. The current Rent (30except Percentage Rent) days' written notice. If in the case of any taking or condemnation, shall be apportioned as of the date of vesting of title and, if the Term of the Lease shall not have ceased and have been terminated as of said date, Tenant shall be entitled to a pro rata reduction in the Rent (iexcept Percentage Rent) less than ten percent (10%) payable hereunder based on the proportion which the Floor Space of the space taken bears to the entire Floor Space of the Premises immediately prior to such taking. C. If more than fifty (50%) percent of the Floor Space of the building, or if more than twenty-five (25%) percent of the total Floor Space in the Shopping Center shall be so taken or conveyed, or if so much of the parking spaces are facilities shall be so taken or (ii) more than ten percent (10%) conveyed that a reasonable number of parking spaces necessary, in Landlord's judgment, for the continued operation of the Premises Shopping Center shall not be available for use by patrons of the Shopping Center, then, in any such event, Landlord may, by notice in writing to Tenant delivered on or such parking spaces are takenbefore the day of surrendering possession to the Governmental Authority, but neither party elects to terminate as herein providedthis Lease, the Minimum and Rent thereafter to shall be paid shall be equitably reduced. or refunded as of the date of termination. D. If the this Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraph.Section 7.2,

Eminent Domain. If more than ten percent (10%) Section 1. If, as a result of the Premises or more than ten percent (10%) of the parking spaces shall be taken or appropriated any taking by any public or quasi-public authority under the power of eminent domain, either party hereto which shall have be deemed to include a voluntary conveyance in lieu of a taking, the righttotal floor area remaining in the demised premises shall be reduced to less than fifty (50%) percent of the total floor area in the demised premises at the commencement of the term hereof, then at its optionthe election of the Landlord, exercisable by written notice given to the Tenant within sixty ninety (6090) days after said the date of the filing of the notice of such taking this lease may be terminated as of the date when the Tenant is required to vacate the demised premises or the portion thereof so taken notwithstanding that the 116 entire interest of the Landlord may have been divested by such taking, to and if following any such taking the Landlord does not terminate this lease and provided Tenant does not terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) under Section 2 hereof, then the Landlord, at the Landlord's expense, but only to the extent of the Premises or award actually received by the parking spaces are taken or Landlord for any such taking (ii) more than ten percent (10%) subject to the rights of any first mortgagee of the Premises or demised premises) and proceeding with all reasonable dispatch shall do such parking spaces are takenwork as may be required to put what may remain of the demised premises in proper condition for the conduct of the Tenant's business (but if Landlord fails to perform such work, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repairhave no liability to Tenant for damages, restoreincluding, or rebuild for occupancy by without limitation, damages to Tenant's business on account thereof nor shall Landlord be subject to specific performance on account thereof. From and after the date on which the Tenant is required to vacate the portion of the Premises not demised premises so taken. If, during a just proportion of the repair, restoration, or rebuilding required, rent reserved herein according to the Premises are not usable in nature and extent of the reasonable opinion taking of Tenant, the Rent demised premises shall be abated until the Premises demised premises are restored to such condition that the Tenant can commence business therein and usablefrom and after the date on which the Landlord 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 floor area of the demised premises at the commencement of the term hereof. Section 2. In the event of a taking by eminent domain, whether permanent or temporary, (a) any taking means of access to the premises is taken which (i) leaves Tenant only with alternative means of access thereto which interferes with the operation of Tenant's business on the premises or appropriation whatsoever(ii) in the case where such alternative means of access do not interfere with the operation of Tenant's business on the premises, Landlord shall be entitled such alternative means of access is not acceptable to Tenant in its reasonable discretion or (b) any part of the Building is taken or (c) any part of the paved areas of the surface of the Land, are taken, then, and all awards and/or settlements which may be given and in any such event, Tenant shall have no claim against the right to terminate this Lease by notifying the Landlord for of Tenant's election to terminate at any amounts whatsoevertime thereafter by giving written notice to Landlord stating the date when such termination shall be effective. Section 3. The Landlord reserves and excepts all rights to damages to the Land, the Building, the demised premises and the leasehold hereby created by reason of any taking by eminent domain or by reason of anything lawfully done or required by any public authority, and in no event shall the Tenant have any claim whatsoever against grants to the Landlord or all the condemning authority for Tenant's rights, if any, to such damages except with respect to the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Leasepersonal property, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or equipment, damage to business, moving expense and relocation expenses but such items of Tenant's personal property. Nothing contained in this paragraph shall claims shall, if they otherwise diminish the award paid to Landlord, be any liability of Tenant to Landlord which arose prior subordinate to the effective date of any termination of this Lease pursuant award payable to this paragraph.the Landlord hereunder. 117

Eminent Domain. (a) If more than ten percent (10%) of the entire Premises or more than ten percent (10%) of the parking spaces shall be taken or appropriated by the exercise of the right of eminent domain for any public or quasi-public improvement or use, this Lease and the term hereby granted shall then expire, on the date when title to the Premises so taken shall vest in the appropriate authority under or on the power of eminent domaindate when any possession is surrendered, either party hereto shall have the rightif later, at its option, within sixty which time all rights and obligations between the parties shall cease and rents and other charges shall be apportioned. (60b) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If If: (i) less than ten percent (10%) a portion of the building shall be so taken as to make the balance thereof unusable in Tenant's reasonable opinion, for the purposes to which the Premises or the parking spaces are taken or shall then be devoted; or (ii) more than ten twenty percent (1020%) of the then existing parking area for the Premises shall be taken; or such parking spaces are takenthen Tenant shall have the right to cancel or terminate this Lease on thirty (30) days prior written notice to Landlord, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid given after the date when title to the portion(s) so taken shall vest in the appropriate authority. On such entire or partial taking, Landlord and Tenant shall pursue, in their respective individual and separate names and rights, unless otherwise required by law, such remedies and make such claims as they may have against the authority exercising such right of eminent domain or other lawful taking as if this Lease and the term hereof had not expired (whether or not such expiration shall have occurred on account of such taking) and for the purpose of determining the respective rights and remedies of the parties, or for the purpose of an apportionment of the award for damages Landlord shall be equitably reduceddeemed to be the owner of the land constituting the Premises and Tenant shall be deemed to be the owner of the buildings and all other improvements situated upon said Premises, subject to Landlord's right of reversion. If The allocation of any award for the Lease is not terminated pursuant building and the improvements shall be based on straight line amortization based on a twenty-nine (29) year lease term including option periods rounded to the provisions hereof following any partial taking nearest month with Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant entitled to the portion of the Premises not so taken. If, during award based on the repair, restoration, or rebuilding required, number of months which have passed from the Premises are not usable in Effective Date and Tenant the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usablebalance. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord be entitled to the diminution in value rent-wise of its leasehold, or the condemning authority for the loss or diminution appreciation in value of its Leasehold leasehold interest. Tenant shall be, however, entitled to any separately awarded amount for moving expenses and its trade fixtures as opposed to other building improvements so long as such award does not reduce Landlord's award for the entire value of the land and its portion of the award for the Improvements as set forth above. (c) If Tenant shall not cancel the Lease as hereinabove provided in subparagraph 2 of this Article, this Lease shall not terminate but the rental for the land constituting the Premises shall be reduced in proportion to the amount of land taken. Tenant shall make such repairs or construction at its own cost and expense out of the award or portion of award to Tenant, as is made necessary due to such partial taking. In any event, the amount of the award to be received by Landlord shall be the value of the land so taken and value of the reversionary interest in the Premises or any Leasehold improvements therein or for Improvements as determined pursuant to Paragraph 2 above, and the amount of the award to be received by Tenant shall be the value of any unexpired term the Improvements taken less the value of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇Landlord's merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphreversionary interest therein.

Eminent Domain. If more than ten percent (10%) 12.1 In the event that the whole of the Demised Premises or more than ten percent (10%) of the parking spaces shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, either party hereto shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) shall thereupon terminate as of the date of the taking of the Premises or by the parking spaces are taken or (ii) more than ten percent (10%) of condemning authority. In the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the event that a portion of the floor area of the Demised Premises shall be taken under the power of eminent domain and the portion not so taken. If, during taken will not be reasonably adequate for the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion operation of Tenant's business notwithstanding Tenant's performance or restoration as hereinafter provided, this Lease shall thereupon terminate as of the Rent shall be abated until the Premises are restored and usabledate possession of said portion is taken. In the event of any taking or appropriation whatsoeverunder the power of eminent domain which does not terminate this Lease as aforesaid, all of the provisions of this Lease shall remain in full force and effect, except that the basic rent shall be reduced in the same proportion that the amount of floor area of the Demised Premises taken bears to the total floor area of the Demised Premises immediately prior to such taking, and Landlord shall be entitled at Landlord's own cost and expense, restore such part of the Demised Premises as is not taken to any and all awards and/or settlements which may be given as near its former condition as the circumstances will permit and Tenant shall have no claim against Landlord do likewise with respect to all exterior signs, trade fixtures, equipment, display cases, furniture, furnishings and other installations of Tenant. All damages awarded for any amounts whatsoeversuch taking under the power of eminent domain, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority whether for the loss whole or a part of the Demised Premises, shall belong to and be the property of the Landlord, whether such damages shall be awarded as compensation for diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein leasehold or for the value fee of any unexpired term of this Leasethe Demised Premises, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant Landlord shall not be entitled to any separate award made by the condemning authority solely to Tenant for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items Tenant's trade fixtures and removable personal property or for damages to improvements made by Tenant with approval of Landlord during the term of this Lease and any extension thereof or for damages for cessation interruption of Tenant's personal propertybusiness. Nothing contained If this Lease is terminated as provided in this paragraph Article XII, all rent shall be any liability of Tenant to Landlord which arose prior paid up to the effective date that possession is taken by public authority, and Landlord shall make an equitable refund of any termination rent paid by Tenant in advance and not yet earned. A voluntary sale by Landlord to any public or quasipublic body, agency or person, corporate or otherwise, having the power of eminent domain, either under threat of condemnation or while condemnation proceedings are pending, shall be deemed to be a taking by eminent domain for the purpose of this Lease pursuant to this paragraphArticle XII.

Eminent Domain. 17.1 If more than ten twenty percent (1020%) of the Premises or more than ten percent (10%) floor area of the parking spaces shall Demised Premises should be taken or appropriated by for any public or quasi-public authority use under the power any governmental law, ordinance or regulation or by right of eminent domaindomain or by private purchase in lieu thereof, either party hereto this lease shall have terminate and the rightrent shall be abated during the unexpired portion of this lease, at its optioneffective on the date physical possession is taken by the condemning authority. 17.2 If less than twenty percent (20%) of the floor area of the Demised Premises should be taken as afore said, within sixty (60) days after said this lease shall not terminate; however, the minimum guaranteed rental payable hereunder during the expired portion of this lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations to the remaining premises or, if an exhibit describing Landlord's Work is attached to this lease, all necessary repairs within the scope of Landlord's work as described in such exhibit, as the case may be, required to make the remaining portions of the Demised Premises an architectural whole. 17.3 If any part of the Common Area should be taken as aforesaid, this lease shall not terminate, nor shall the rent payable hereunder be reduced, except that either Landlord or Tenant may terminate this lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in adjacent to the Flour Mill shall be less than eighty percent (80%) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease upon lease in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty (30) days' written notice. If days after date physical possession is taken by condemning authority. 17.4 All compensation awarded for any taking (i) less than ten percent (10%or the proceeds of private sale in lieu thereof) of the Demised Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid Common Area shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repairproperty of Landlord, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of hereby assigns its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claimaward to Landlord; provided, however, that Tenant Landlord shall be entitled to have no Interest in any separate award made by the condemning authority solely to Tenant for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇Tenant's merchandise, trade fixtures, or equipment from the Premises moving and relocation expenses or for any the loss of or damage to such items of Tenant's fixtures and other tangible personal property. Nothing contained in this paragraph shall be any liability of Tenant property if a separate award for such items is made to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphTenant.

Eminent Domain. A. If more than ten percent twenty-five (1025%) percent or more of the Floor Space of the Premises or more than ten percent (10%) of the parking spaces shall be taken or appropriated condemned by any competent authority for any public or quasi-public authority under the power of eminent domainuse or purpose, either party hereto shall have may elect, by giving notice to the right, at its option, within other not more than sixty (6060 days) days after said takingthe date on which title shall vest in such authority, to terminate this Lease, and, in either such event, the Term of this Lease upon thirty shall cease and terminate as of the said date of title vesting. In case of any taking or condemnation, whether or not the Term of this Lease shall cease and terminate, the entire award shall be the property of Landlord and Tenant hereby assigns to Landlord all its right, title and interest in and to any such award. Tenant shall, however, be entitled to claim, prove and receive in the condemnation proceeding such awards as may be allowed for loss of lease, moving expense, fixtures and other equipment installed by it but only if such awards shall be made by the condemnation court in addition to the award made by it for the land and the building or part thereof so taken. B. The current Rent (30except Percentage Rent) days' written notice. If in the case of any taking or condemnation, shall be apportioned as of the date of vesting of title and, if the Term of the Lease shall not have ceased and have been terminated as of said date, Tenant shall be entitled to a pro rata reduction in the Rent (iexcept Percentage Rent) less than ten percent (10%) payable hereunder based on the proportion which the Floor Space of the space taken bears to the entire Floor Space of the Premises immediately prior to such taking. C. If more than fifty (50%) percent of the Floor Space of the building, or if more than twenty-five (25%) percent of the total Floor Space in the Shopping Center shall be so taken or conveyed, or if so much of the parking spaces are facilities shall be so taken or (ii) more than ten percent (10%) conveyed that a reasonable number of parking spaces necessary, in Landlord's judgment, for the continued operation of the Premises Shopping Center shall not be available for use by patrons of the Shopping Center, then, in, any such event, Landlord may, by notice in writing to Tenant delivered on or such parking spaces are takenbefore the day of surrendering possession to the Governmental Authority, but neither party elects to terminate as herein providedthis Lease, the Minimum and Rent thereafter to shall be paid shall be equitably reduced. or refunded as of the date of termination. D. If the this Lease is not terminated pursuant to the provisions hereof following any partial taking of this Section 7.2, Landlord shall promptly repairshall, restoreat its expense, but only to the extent of an equitable proportion of the net award or rebuild other compensation (after deducting legal and all other fees in connection with obtaining said award) for occupancy by Tenant the portion taken or conveyed, of the Premises not so taken. If, during the repair, restoration, or rebuilding required, building of which the Premises are not usable a part (excluding award for land) make such repairs or alterations as are in Landlord's reasonable judgment necessary to constitute the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored building a complete architectural and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphtenantable unit.

Eminent Domain. If more than ten any part over fifteen percent (1015%) of the Premises or more than ten percent (10%) of the parking spaces shall be taken or appropriated by any public or quasi-public authority under the power of eminent domaindomain or conveyed in lieu thereof, either party hereto Tenant shall have the right, at its option, within sixty (60) days after said taking, right to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usableat its option. In the event of any taking or appropriation whatsoeversuch event, Landlord shall be entitled receive (and Tenant shall assign to Landlord upon demand from Landlord) any and all awards and/or settlements income, rent, award or any interest therein which may be given paid in connection with the exercise of such power of eminent domain, and Tenant shall have no claim against Landlord for any amounts whatsoeverpart of sum paid by virtue of such proceedings, and in no event whether or not attributable to the value of the unexpired term of this Lease except that Tenant shall Tenant have any claim whatsoever against Landlord or be entitled to petition the condemning authority for the loss following, without reducing Landlord’s award: (i) the then unamortized cost of any Alterations or diminution in value of Tenant Improvements paid for by Tenant from its Leasehold interest in own funds (as opposed to any allowance, including the Premises or any Leasehold improvements therein or for Tenant Allowance, provided by Landlord); (ii) the value of any unexpired term Tenant’s trade fixtures taken by the condemning authority; (iii) Tenant’s relocation costs; and (iv) Tenant’s goodwill. If a part of the Premises shall be so taken or appropriated or conveyed and neither party hereto shall elect to terminate this LeaseLease and the Premises have been damaged as a consequence of such partial taking or appropriation or conveyance, Tenant hereby expressly assigns to Landlord any such right or claimshall restore the Premises continuing under this Lease at Landlord’s cost and expense; provided, however, that Landlord shall not be required to repair or restore any injury or damage to the property of Tenant or to make any repairs or restoration of any Alterations or any Tenant Improvements installed on the Premises by or at the expense of Tenant. Thereafter, the Monthly Base Rent and Additional Charges to be paid under this Lease for the remainder of the Term shall be proportionately reduced, such that thereafter the amounts to be paid by Tenant shall be in the ratio that they are of the portion of the Premises not so taken bears to the total area of the Premises prior to such taking. Notwithstanding anything to the contrary contained in this Article 24, if the temporary use or occupancy of any part of the Premises shall be taken or appropriated under power of eminent domain during the Term, this Lease shall be and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all Monthly Base Rent and Additional Charges payable hereunder by Tenant during the Term. In the event of any such temporary appropriation or taking, Tenant shall be entitled to any separate award made by the condemning authority solely for or on account receive that portion of any loss award which represents compensation for the use of or expense occupancy of the Premises during the Term, and Landlord shall be entitled to receive that portion of any award which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from represents the cost of restoration of the Premises and the use and occupancy of the Premises after the end of the Term. If such temporary taking is for a period longer than two hundred and seventy (270) days and unreasonably interferes with Tenant’s use of the Premises or for any loss of or damage the Common Area, then Tenant shall have the right to such items of Tenant's personal propertyterminate the Lease. Nothing contained in this paragraph In the event there shall be any liability a taking of Tenant the parking area such that Landlord can no longer provide sufficient parking to comply with this Lease, Landlord which arose prior may substitute reasonably equivalent parking in a location reasonably close to the effective date of any termination Building. Landlord and Tenant understand and agree that the provisions of this Lease pursuant Article 24 are intended to this paragraphgovern fully the rights and obligations of the parties in the event of a Taking of all or any portion of the Premises. Tenant hereby waives any and all rights under and benefits of Section 1265.130 of the California Code of Civil Procedure, or any similar or successor Regulations or other laws now or hereinafter in effect.

Eminent Domain. If more than ten percent (10%) the whole or substantially all of the Premises Premises, or more than ten percent (10%) all or substantially all of the parking spaces means of access thereto, be acquired by eminent domain or by purchase in lieu thereof, so that the Premises cannot be licensed as a 80 bed nursing home facility, or as otherwise amended by the approval of an amendment to the CON, this Lease shall be taken or appropriated by any public or quasi-public authority under terminate as of the power date of eminent domain, either party hereto shall have the right, at its option, within sixty (60) days after said actual taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are takenShould, but neither party elects to terminate as herein providedhowever, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the only a portion of the Premises be so condemned or taken, so as not so taken. If, during to materially and adversely affect the repair, restoration, or rebuilding required, usefulness of the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution purposes for which it is leased hereunder, this Lease shall continue in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claimfull force and effect; provided, however, that the rent payable underthe unexpired portion of this Lease shall be adjusted to such extent as may be fair and reasonable under the circumstances. Landlord shall, in such event, promptly restore the Demised Premises as nearly as feasible to the condition of such Premises immediately prior to the taking, subject to reasonable delays, but Landlord shall not be required to restore or rebuild the Demised Premises during the last year of the lease term or to restore Tenant's fixtures, furnishings, floor coverings, equipment, stock or other personalty; provided, however, that if Landlord elects not to restore or rebuild the Demised Premises or to restore Tenant's fixtures, furnishings, floor coverings, equipment, stock or other personalty, Tenant shall have the option of terminating this Lease. Tenant shall not be entitled to any part of the condemnation proceeds arising from any partial taking, except that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or make a claim for any loss of or damage to such items of Tenant's personal propertyproperty which is condemned other than Tenant's interest in the Lease. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to Notwithstanding the effective date of any termination of foregoing, this Lease pursuant shall terminate if, as the result of only a portion of the Premises being condemned or taken, Tenant is prevented from operating or using the Premises under the then existing governmental and quasi-governmental licenses, permits, approvals and certifications. in such case, Landlord and Tenant shall have such rights to this paragraphcondemnation awards as are set forth above for a total or substantial taking.

Eminent Domain. If more than ten percent (10%) all or substantially all of the Premises or more than ten percent (10%) of the parking spaces shall be sold to or taken or appropriated by any public or quasi-public authority under the its power of eminent domaincondemnation or the threat thereof, either party hereto shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written noticeshall terminate as of the date possession shall be transferred to the acquiring authority, and the Rent payable hereunder shall be apportioned accordingly. If (i) Upon any taking of less than ten percent (10%) substantially all of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are takenPremises, but neither party elects to terminate this Lease shall continue in force as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion part of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking such partial taking, Tenant, at Tenant’s sole cost except as otherwise provided herein, shall diligently rebuild or appropriation whatsoeverrestore the remainder of the Premises to the condition in which they existed at the time of such taking. Except as herein specifically provided otherwise, Landlord all damages awarded by or amounts paid by the acquiring authority for any such taking, whether for the whole or a part of the Premises, shall belong to and be entitled to any and all awards and/or settlements which may be given and the property of Landlord; provided that Tenant shall have no the right to make its separate claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority compensation for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which damage it suffers to its trade fixtures and for statutory relocation expenses, provided any such claim does not reduce the amount of the award otherwise payable to Landlord. In the event of a partial taking any proceeds received by Landlord shall first be applied to reimburse Tenant may sustain for the costs of rebuilding or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from restoring the Premises or to its condition at the time of taking on mutually agreeable, reasonable terms and conditions (which may include, without limitation, those that an institutional construction lender would customarily and reasonably require for any loss disbursement of or damage to such items of Tenant's personal property. Nothing construction loan proceeds). 4.2.1 Notwithstanding anything contained in this paragraph Lease to the contrary, if more than fifty percent (50%) of the floor area of the Premises are taken during the last year of the Term, Landlord and Tenant each shall have the right to terminate this Lease by giving to the other written notice of such termination within thirty (30) days after the date of such taking, specifying a termination date of at least sixty (60) days and not more than ninety (90) days after the date of notice of termination. Failure to give notice of termination within such thirty (30) day period shall be any liability deemed to be a waiver of Tenant to Landlord which arose prior to the effective date such right of any termination of this Lease pursuant to this paragraphtermination.

Eminent Domain. a. If more than ten percent (10%) all of the Premises or more than ten percent (10%) of the parking spaces shall be is taken or appropriated by any public or quasi-public authority under the power of eminent domain, either party hereto shall have the rightor any agreement in lieu thereof (a “taking”), at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to shall terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken effective as of the date of taking. If more than twenty-five percent (25%) of the rentable square feet of the Premises is taken. If, during the repair, restoration, or rebuilding required, if access to the Premises are not usable is substantially impaired, in each case for a period in excess of one hundred eighty (180) days, either party shall have the reasonable opinion option to terminate this Lease effective as of the date possession is required to be surrendered to the authority; provided, however, that Tenant, ’s right to terminate this Lease is conditioned upon the Rent shall be abated until remaining portion of the Premises are restored and usablebeing of such size or configuration that such remaining portion of the Premises is unusable or uneconomical for Tenant’s business. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any all compensation, damages, income, rent awards and all awards and/or settlements interest thereon whatsoever which may be given paid or made in connection with any taking and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or governmental authority for the value of any unexpired term Term of this Lease or 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 ▇▇▇▇▇▇’s business or as compensation for ▇▇▇▇▇▇’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 hereby expressly assigns 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 Landlord any such right or claimthe end of the Term of this Lease, this Lease shall remain in full force and effect and Tenant shall continue to pay all rent and to perform all of its obligations under this Lease; provided, however, that Tenant shall be entitled to all compensation, damages, income, rent awards and interest thereon that is paid or made in connection with such temporary taking of the Premises (or portion thereof), except that any separate award made by such compensation in excess of the condemning authority solely for rent or on account other amounts payable to Landlord hereunder shall be promptly paid over to Landlord as received. c. Landlord and Tenant each hereby waive the provisions of California Code of Civil Procedure Section 1265.130 and any loss other applicable existing or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixturesfuture Legal Requirement providing for, or equipment from allowing a party to petition the Premises or courts of the state in which the Real Property is located for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any a termination of this Lease pursuant to this paragraphupon a partial taking of the Premises and/or the Building.

Eminent Domain. Section 1. If the whole of the Leased Premises shall be taken under the power of Eminent Domain, then the Lease Term shall cease as of the day possession shall be taken by the public authority and Monthly Base Rent and Additional Rent shall be paid up to such date. Section 2. If more than ten percent (10%) of the Premises or more than ten percent (10%) of Land be so taken, the parking spaces shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, either party hereto Landlord shall have the rightright to terminate this Lease, at its optionwith the rent adjustments as provided in Section 1, by giving Tenant written notice of termination within sixty (60) days after said takingthe taking of possession by the public authority. Section 3. If any floor area of the Leased Premises or twenty-five percent (25%) or more of the parking area portions of the Common Area shall be so taken, to then either Landlord or Tenant may terminate this Lease upon by giving notice in writing to the other party within thirty (30) days' written noticedays after the taking of possession by the public authority. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the this Lease is not terminated pursuant to terminated, all of the provisions hereof following any partial taking Landlord terms herein provided shall promptly repair, restore, or rebuild for occupancy by Tenant continue in effect except that the Annual Base Rent and Additional Rent shall ▇▇▇▇▇ in the proportion that the taken portion of the Leased Premises not so takenbears to the entire Leased Premises and Landlord shall make all necessary repairs or alterations as provided in Article 14, Section 1 to the extent reasonably possible to restore the Building in which the Leased Premises is located to a complete architectural unit. Section 4. IfAll damages awarded for such taking under the power of Eminent Domain, during whether for the repair, restoration, whole or rebuilding requireda part of the Leased Premises, the Premises are not usable in the reasonable opinion of TenantBuildings, the Rent Land or the Complex shall be abated until the Premises are restored and usable. In the event property of any taking or appropriation whatsoeverLandlord, Landlord whether such damages shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord awarded as compensation for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises leasehold or any Leasehold improvements therein or for to the value fee of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claimthe Leased Premises; provided, however, that Tenant Landlord shall not be entitled to any separate award made by the condemning authority solely to Tenant for or on account depreciation of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade and cost of removal of stock depreciation of tenant improvements and fixtures, or equipment from the Premises or as well as any relocation award for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphits tenancy.

Eminent Domain. 16.1 If more than ten thirty percent (1030%) of the Premises or more than ten percent (10%) floor area of the parking spaces shall Demised Premises should be taken or appropriated by for any public or quasi-public authority use under the power any governmental law, ordinance or regulation or by right of eminent domaindomain or by private purchase in lieu thereof, either party hereto this Lease, shall have terminate and the rightrent shall be abated during the unexpired portion of this Lease, at its optioneffective on the date physical possession is taken by the condemning, within sixty authority. 16.2 If less than thirty percent (6030%)of the floor area of the Demised Premises should be taken as aforesaid, this Lease shall not terminate, however, the Minimum Guaranteed Rental (but not Percentage Rental) days after said is payable hereunder during the unexpired portion of this Lease in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations to the remaining premises or, if an Exhibit B is attached hereto, all necessary repairs or alterations within the scope of Landlord's Work as described in Exhibit B, as the case may be required to make the remaining portions of the Demised Premises an architectural whole. 16.3 If any part of the Common Area should be taken as aforesaid, this Lease shall not terminate nor shall the rent payable hereunder be reduced, except that either Landlord or Tenant may terminate .this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Shopping Center shall be less than seventy percent (70%) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease upon in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty (30) days' written notice. If days after the date physical possession is taken by the condemning authority. 16.4 All compensation awarded for any taking (i) less than ten percent (10%or the proceeds of private sale in lieu thereof) of the Demised Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid Common Area shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repairproperty of Landlord, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of hereby assigns its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claimaward to Landlord; provided, however, that Landlord shall have no interest in any award made to Tenant shall be entitled to any for Tenant ' s moving and relocation expenses or for the loss of Tenant ' s fixtures and other tangible personal property if a separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of is made to Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraph.

Eminent Domain. If more than ten percent (10%) all or any portion of ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇, the Premises or more than ten percent (10%) of the parking spaces shall be Project is taken or appropriated by any for public or quasi-public use by a governmental authority under the power of eminent domaindomain or is conveyed to a governmental authority in lieu of such taking (a "Taking"), either party hereto shall have and Tenant reasonably determines that the rightTaking causes the (remaining portion of the) Premises to be untenantable and inadequate for use by Tenant for the purpose for which they were leased, then Tenant, at its option, option and by giving notice within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) days after the Taking, may terminate this Lease as of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant date the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise▇▇ ▇, trade fixtures▇▇▇▇▇▇▇▇ ▇, the Premises, or equipment from the Project is taken. If a portion of the Premises is Taken but Tenant reasonably determines that the remaining portion is tenantable and adequate for Tenant's use, then this lease shall be terminated as to the portion taken or conveyed as of the date Tenant surrenders possession; Landlord immediately shall make such repairs, alterations and improvements to the Premises (exclusive of any improvements, furniture, fixtures and equipment), at no expense to Tenant, as may be necessary to render the portion not taken or conveyed tenantable, provided that Landlord shall have no obligation to make such repairs, alterations and improvements to the extent that Landlord shall not receive condemnation awards or proceeds for the cost thereof; and the Rent shall be reduced in proportion to the portion of the Premises taken or conveyed. Landlord shall perform the work to restore the Premises and Building 2 and Building 3 as nearly as possible to their original condition (to the extent set forth above) and with minimum interference to Tenant's normal business operations. Notwithstanding the foregoing, Landlord shall have the right to terminate this Lease in the event of any loss Taking which results in (i) twenty-five percent (25%) or more of the Project being taken or damage conveyed or (ii) any lender having the right to require all awards and proceeds to be applied against the obligations under a loan held by such items lender, by notice in writing to Tenant. Tenant shall not be entitled to share in any award to Landlord, but shall have the right to apply, in a separate proceeding, for an award for the interruption of Tenant's business; Tenant's moving and relocation expenses; the costs and expenses of removal of Tenant's Alterations (other than those paid for by Landlord), trade fixtures and personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior property (or the award attributable to the effective date of any termination of this Lease pursuant Alterations, trade fixtures or personal property to this paragraphthe extent Tenant does not remove them) and the depreciation in value caused by the removal.

Eminent Domain. a. If more than ten percent (10%) all or any material portion of the Leased Premises or more than ten percent (10%) of the parking spaces shall be is taken or appropriated by any public condemning authority (other than Tenant) by statute or quasi-public authority under the power right of eminent domain, Tenant may elect to either party hereto shall have the right, at its option, within sixty (60i) days after said taking, to terminate cancel this Lease either totally or for that portion of the Leased Premises so taken, and in the event of a partial termination, this Lease shall be amended to reflect the release of the canceled portion and a reduction in Rent equal to the proportion of the Buildings released (based upon the square footage of the portion of the Building so taken relative to the total square footage of all of the Buildings), or (ii) continue the Lease in full with a proportionate reduction in Rent for the period the portion of the Leased Premises is not useable by Tenant, and during such period, the taken portion shall be released from the terms of this Lease. Such election shall be made in writing within thirty (30) days' written notice. If (i) less than ten percent (10%) days of the Premises or date possession is required by the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usablecondemning authority. In the event of any taking Tenant elects to continue this Lease, either totally or appropriation whatsoeverpartially, then Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against cooperate in good faith to prepare plans and specifications for repairs reasonably necessary to restore the remaining portion of the Leased Premises to a tenantable condition, considering Landlord's future plans for the Leased Premises. Landlord shall make available to Tenant that portion of the condemnation proceeds allocable (in the reasonable judgment of the parties) to the Buildings to be repaired up to the full costs of repairs. If the parties cannot reach agreement on the scope and nature of the necessary repairs, the plans and specifications for any amounts whatsoeversuch repairs or the use of the condemnation proceeds in connection with such repairs, then Tenant may cancel this Lease upon written notice to Landlord, and in no event any unearned prepaid rent shall be refunded to Tenant. b. All awards and proceeds payable on account of any taking, whether whole or partial, shall be paid to Landlord and Tenant have any claim whatsoever against Landlord or as their interests may appear. Nothing herein shall limit Tenant's right to seek damages from the condemning authority for the business loss or diminution in value of its Leasehold interest in the Premises interruption or any Leasehold improvements therein or for the value of any unexpired term of this Lease, relocation expense. c. Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, agrees that Tenant shall be entitled not exercise any right or power it may have to any separate award made by condemn the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixturesLeased Premises, or equipment from the Premises Personalty, or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to portion thereof, during the effective date of any termination of this Lease pursuant to this paragraphTerm.

Eminent Domain. 14.1 If more the whole or any part equal to or greater than ten percent (10%) 25% of the Floor Area of the Premises or more than ten percent (10%) of the parking spaces shall should be taken or appropriated by for any public or quasi-public authority use under the power any governmental law, ordinance or regulation or by right of eminent domaindomain or by private purchase in lieu thereof, then at the option of either party hereto shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent cancelled and both parties shall be abated until the Premises are restored and usablerelieved of all obligations herein imposed. In the event of any taking or appropriation whatsoeverShould this Lease be so cancelled, Landlord shall be entitled to any and all awards and/or settlements which may be given and then Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant not have any claim whatsoever against Landlord or right to any portion of the condemning authority amount that may be awarded as damages or paid as a result of such involuntary conversion whether brought about by suit or agreement for the loss or diminution in value cancellation of its Leasehold interest in the Premises or any Leasehold improvements therein this Lease or for the value Tenant’s leasehold interest or leasehold improvements; any and all of any unexpired term of this Lease, Tenant hereby expressly assigns such amounts shall belong to Landlord any such right or claim; providedand all rights of Tenant to damages therefor, if any, are hereby assigned by Tenant to Landlord. Tenant shall, however, have the right to claim and recover from the condemning authority, but not from Landlord, and only to the extent that such recovery by Tenant shall not diminish the amounts recoverable by Landlord, such compensation as may be entitled to any separate award made separately awarded or recoverable by the condemning authority solely for or Tenant in Tenant’s own right on account of any loss or expense which Tenant may sustain or incur in removing and all damage to ▇▇▇▇▇▇'s merchandise’s business, trade fixtures, personal property or equipment from moving expenses by reason of the condemnation. 14.2 If less than 25% of the Floor Area of the Premises or should be taken for any loss public or quasi-public use under any governmental law, ordinance or regulations or by right of eminent domain or damage to such items by private purchase in lieu thereof, this Lease shall not terminate but Minimum Rent payable hereunder during the unexpired portion of Tenant's personal property. Nothing contained in this paragraph Lease shall be reduced in proportion to the reduction of the Floor Area in the Premises resulting from such taking from and after the date of such taking, and “Tenant’s Proportionate Share” hereunder shall be adjusted accordingly. Furthermore, if any liability material Common Area (such as parking areas or access points into the Center) are so taken, Minimum Rent payable hereunder during the unexpired portion of Tenant this Lease shall be equitably reduced in a manner mutually agreeable to Landlord and Tenant. In the event of such a taking, Tenant shall have the right to recover damages suffered or sustained by Tenant as a result of such taking only with respect to property which arose prior to upon the effective date of any termination of this Lease pursuant would belong to this paragraphthe Tenant, but Tenant shall have no claim against Landlord and shall not have any claim or right to any portion of the amount that may be awarded as damages or paid as a result of such taking for the loss of any part of Tenant’s leasehold interest, leasehold improvements, and any and all of such amounts shall belong to Landlord and all rights of Tenant to damages therefor, if any, are hereby assigned by Tenant to Landlord. Tenant shall, however, have the right to claim and recover from the condemning authority, but not from Landlord, and only to the extent that such recovery by Tenant shall not diminish the amounts recoverable by Landlord, such compensation as may be separately awarded or recoverable by ▇▇▇▇▇▇ in Tenant’s own right on account of any and all damage to ▇▇▇▇▇▇’s business or personal property by reason of the condemnation.

Eminent Domain. 17.1 If more than ten twenty percent (1020%) of the floor area of the Premises should be taken by eminent domain or by purchase in lieu thereof, this Lease shall terminate effective on the date physical possession is taken by the condemning authority. 17.2 If less than twenty percent (20%) of the floor area of the Premises should be so taken this Lease shall not terminate; however, Rent shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority and Percentage Rental shall be adjusted to reflect such change in the Minimum Rental. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord's Work necessary to make the Premises an architectural whole. 17.3 If any part of the Common Area shall be taken, this Lease shall not terminate, nor shall the rental payable hereunder be reduced, except that either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Shopping Center shall be less than Seventy Percent (70%) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease in accordance with this provision shall be exercised by written notice delivered within Thirty (30) days after the date physical possession is taken by the condemning authority. 17.4 All compensation awarded for any taking (or the proceeds of private sale in lieu thereof) of the Premises or more than ten percent (10%) of the parking spaces Common Area shall be taken or appropriated by the property of Landlord and Tenant hereby assigns its interest in any public or quasi-public authority under the power of eminent domain, either party hereto shall have the right, at its option, within sixty (60) days after said taking, such award to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoeverLandlord; however, Landlord shall have no interest in any separate award made to Tenant for loss of business or moving expenses, or for the taking of Tenant's fixtures and other property to the extent such award does not diminish Landlord's award. Tenant shall not be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or award for the value of any the unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraph.

Eminent Domain. If more than ten percent (10%) the whole of the Premises shall be taken, or more than ten percent (10%) of the parking spaces such part thereof shall be taken or appropriated by any public or quasi-public authority as shall substantially interfere with Tenant's use and occupancy of the balance thereof, under the power of eminent domain, or sold, transferred, or conveyed in lieu thereof, either party hereto Tenant or Landlord may terminate this Lease as of the date of such condemnation or as of the date possession is taken by the condemning authority, whichever date occurs later. If any part of the Building other than the Premises, including parking facilities and interior and adjacent landscaped areas, shall be so taken, sold, transferred or conveyed in lieu thereof, Landlord shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) as of the Premises date of such condemnation or the parking spaces are taken or (ii) more than ten percent (10%) as of the Premises date possession is taken by the condemning authority. No award for any partial or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid entire taking shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repairapportioned, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any award which may be made in such right taking or claimcondemnation, 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 nothing contained herein shall be entitled deemed to give Landlord any separate interest in or require Tenant to assign to Landlord any award made to Tenant for the taking of personal property and fixtures belonging to Tenant and removable by Tenant at the expiration of the term hereof, as provided hereunder, or for the interruption of, or damage to Tenant's business or for relocation expenses recoverable against the condemning authority solely for or on account authority. In the event of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixturesa partial taking, or equipment from a sale, transfer, or conveyance in lieu thereof, which does not result in a termination of this Lease, Landlord shall restore the Premises substantially to their condition prior to such partial taking and, thereafter, rent shall be abated in the proportion which the square footage of the part of the Premises so made unusable bears to the amount of Rentable Area immediately prior to the taking. No temporary taking FOR LESS THAN SIX (6) MONTHS of a part of the Premises or for of the Building, including parking facilities and interior and adjacent landscaped areas, shall give Tenant any loss of or damage right to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of terminate this Lease pursuant or to this paragraphany abatement of rent hereunder.

Eminent Domain. If more than ten percent Except as hereinafter provided, if the Premises, or such portion thereof as to render the balance (10%if reconstructed to the maximum extent practicable in the circumstances) of unsuitable for the Premises or more than ten percent (10%) of the parking spaces Tenant’s purposes as contemplated under this Lease, shall be taken by condemnation or appropriated by any public or quasi-public authority under the power right of eminent domain, either party hereto the Landlord or the Tenant shall have the rightright to terminate this Lease and any separate parking lease by notice to the other of its desire to do so, at its optionprovided that such notice is given not later than thirty (30) days after receipt by the Tenant of notice of the effective date of such taking. If so much of the Building shall be so taken that the Landlord reasonably determines that it would be reasonably necessary to raze or substantially alter the Building, the Landlord shall have the right to terminate this Lease by giving notice to the Tenant of the Landlord’s desire to do so not later than thirty (30) days after the effective date of such taking. Should any part of the Premises be so taken or condemned during the Term, and should this Lease be not terminated in accordance with the foregoing provisions, the Landlord agrees to use reasonable efforts to put what may remain of the Premises into proper condition for use and occupation as nearly like the condition of the Premises prior to such taking as shall be practicable, subject, however, to applicable laws and codes then in existence. If the Garage, or such portion thereof as to render the Tenant’s parking privileges therein impossible or impracticable in the Landlord’s reasonable determination, shall be taken by condemnation or right of eminent domain, then the Landlord shall designate, if available to the Landlord and promptly following any such taking, alternative parking within University Park that may be used for the parking of the automobiles of the employees and invitees of the Tenant. All such alternative parking shall be allocated proportionately among all tenants, including the Tenant, then currently leasing parking spaces within the Garage; provided, however, the number of the Tenant’s parking spaces guaranteed by the Landlord in Exhibit A shall not change. The Tenant shall pay the market rate from time to time in effect for such alternative parking facilities. In the event the Landlord is unable to secure for the Tenant such alternative parking within sixty (60) days after said the later of the effective date of such taking or the date the Landlord and the Tenant have notice of the effective date of such taking, the Tenant shall have the right, as its sole remedy, to terminate this Lease upon and any separate parking lease by notice to the Landlord of its desire to do so, provided that the Tenant’s notice is given not later than ten (10) days following the expiration of the aforesaid sixty (60) day period. Such termination shall be effective thirty (30) days' written notice. If (i) less than ten percent (10%) of days after such notice is given to the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises Landlord, or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made later date specified by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphnotice not exceeding one hundred twenty (120) days after such notice is given.

Eminent Domain. Section 16.1. If (i) more than ten thirty-three percent (1033%) of the Premises or more than ten percent (10%) floor area of the parking spaces building on the demised premises or (ii) a portion of the Parking and Accommodation Areas shall be taken or appropriated by any public or quasi-public authority under the power of eminent domaindomain and the portion of the building and/or Parking and Accommodation Areas not so taken will not be reasonably adequate for the operation of Tenant's business after the Landlord completes such repairs or alterations as the Landlord is obligated or elects to make, either party hereto Tenant shall have the rightright to elect either to terminate this Lease, at its optionor, subject to Landlord's right to terminate the Lease pursuant to Section 16.4., to continue in possession of the remainder of the demised premises and shall notify Landlord in writing within sixty ten (6010) days after said taking, to terminate this Lease upon thirty (30) days' written noticesuch taking of Tenant's election. If (i) In the event less than ten thirty-three percent (1033%) of the Premises or floor area of the parking spaces are building on the demised premises shall be taken or (ii) more than ten percent (10%) Tenant elects to remain in possession, as provided in the first sentence hereof, all of the Premises or such parking spaces are takenterms herein provided shall continue in effect, but neither party elects to terminate as herein provided, except that the Minimum Rent thereafter to be paid base rent shall be equitably reduced. If reduced in the Lease is not terminated pursuant same proportion that the floor area of the building on the demised premises taken bears to the provisions hereof following any partial taking original floor area of the building on the demised premises, and Landlord shall promptly repair, restore, at its own cost and expense make all necessary repairs or rebuild for occupancy by Tenant alterations to the building so as to constitute the portion of the Premises building not so takentaken a complete architectural unit and the demised premises a complete unit for the purposes allowed by this Lease, but such work shall not exceed the scope of the work to be done by Landlord in originally constructing said building. Section 16.3. If, during All damages or awards for any taking under the repair, restoration, power of eminent domain whether for the whole or rebuilding required, a part of the Premises are not usable in demised premises shall belong to and be the reasonable opinion property of Tenant, the Rent Landlord whether such damages or awards shall be abated until awarded as compensation for diminution in value to the Premises are restored and usable. In leasehold or to the event fee of any taking or appropriation whatsoeverthe demised premises; provided however, that Landlord shall not be entitled to any and all awards and/or settlements which may be given and the award made to Tenant shall have no claim against or Landlord for any amounts whatsoeverloss of business, depreciation to, and in no event shall cost or removal of stock and fixtures and for leasehold improvements which have been installed by Tenant have any claim whatsoever against Landlord or at its sole cost and expense less depreciation which is to be computed on the condemning authority for basis of completely depreciating such leasehold improvements during the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired initial term of this Lease, and any award made to Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant in excess of the then depreciated value of leasehold improvements shall be entitled payable to the Landlord. Section 16.4. If more than thirty-three percent (33%) of the floor areas of the building on the demised premises shall be taken under power of eminent domain, or if any separate award made part of the Parking and Accommodation Areas shall be so taken, Landlord may, by written notice to Tenant delivered on or before the condemning date of surrendering possession to the public authority solely for or on account pursuant to such taking, terminate this Lease as of such date. Section 16.5. If this Lease is terminated as provided in this Article, the rent shall be paid up to the day that possession is so taken by public authority and Landlord shall make a prorata refund of any loss or expense which rent and all deposits paid by Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphadvance and not yet earned.

Eminent Domain. If more than ten twenty-five percent (1025%) of the Premises or more than ten percent (10%) area of the parking spaces shall be Premises is taken or appropriated by for any public or quasi-public authority use under the power of eminent domain, or conveyed in lieu thereof, or if such amount of the Premises is taken or appropriated as makes it impracticable for Lessee to operate its business in the Premises (as reasonably determined by Lessee), either party hereto shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty by written notice to the other party given within ten (3010) days' written noticedays of the date of such taking, appropriation or conveyance, and Lessor shall be entitled to any and all income, rent, award, or any interest therein whatsoever which may be paid or made (the “Award”) in connection with such public or quasi-public use or purpose, and Lessee shall have no claim against Lessor for (and hereby assigns to Lessor any claim which Lessee may have for) the value of any unexpired Term of this Lease. Lessee shall be entitled to pursue its own award in the event of a taking or appropriation that results in the termination of this Lease including sums to compensate Lessee for trade fixtures, moving expenses and loss of good will, provided that such award does not decrease the amount or value of Lessor’s Award If any part of the Building or the Project other than the Premises may be so taken, appropriated or conveyed, Lessor shall have the right at its option to terminate this Lease, and in any such event Lessor shall be entitled to the entire Award whether or not this Lease is terminated. If this Lease is terminated as provided above: (i) the termination shall be effective as of the date upon which title to the Premises, the Building, the Project, or a portion thereof, passes to and vests in the condemnor or the effective date of any order for possession if issued prior to the date title vests in the condemnor; (ii) Lessor shall refund to Lessee any prepaid but unearned Rentals and the unused balance of the Security Deposit; and (iii) Lessee shall pay to Lessor any Rentals or other charges due Lessor under the Lease, prorated as of the date of taking. If less than ten twenty-five percent (1025%) of the Premises is so taken, appropriated or the parking spaces are taken conveyed, or (ii) more than ten twenty-five percent (1025%) of the Premises or such parking spaces are thereof is so taken, but appropriated or conveyed and neither party elects to terminate as herein provided, (i) Lessor shall be entitled to the Minimum Rent entirety of the Award, and Lessee shall be entitled to make a claim for any separate award attributable to any taking of Lessee’s trade fixtures so long as any such award to Lessee does not reduce the amount of the Award available to Lessor; and (ii) the Rental thereafter to be paid hereunder for the Premises shall be equitably reducedreduced in the same ratio that the percentage of the area of the Premises so taken, appropriated or conveyed bears to the total area of the Premises immediately prior to the taking, appropriation or conveyance. If In addition, if any Rentable Area in the Building containing the Premises is so taken, appropriated or conveyed and this Lease is not terminated by Lessor, Lessee’s Percentage Share of Building Expenses allocated to the Office Cost Pool shall be adjusted pursuant to Article 7. Notwithstanding this Article 24 above, upon a temporary taking of all or any portion of the provisions hereof following Premises, the Lease shall remain in effect and Lessee shall continue to pay and be liable for all Rentals under this Lease. Upon such temporary taking, Lessee shall be entitled to any partial taking Landlord shall promptly repair, restore, or rebuild Award for occupancy by Tenant the temporary use of the portion of the Premises not so taken. Iftaken which is attributable to the period prior to the date of Lease Termination, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord Lessor shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord portion of the Award for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or such use attributable to the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal propertyperiod after Lease Termination. Nothing contained As used in this paragraph paragraph, a temporary taking shall mean a taking for a period of one year or less and does not include a taking which is to last for an indefinite period and/or which will terminate only upon the happening of a specified event unless it can be any liability determined at the time of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphtaking when such event will occur.

Eminent Domain. If more than ten percent (10%) the whole or any part of the Leased --------------- Premises or more than ten percent (10%) of the parking spaces Common Areas shall be taken or appropriated by any for public or quasi-public use by a governmental or other authority under having the power of eminent domaindomain or shall be conveyed to such authority in lieu of such taking, and if such taking or conveyance shall cause the remaining part of the Leased Premises to be untenantable or inadequate for use by Tenant for the purpose for which they were leased, then either party hereto shall have the rightLandlord or Tenant may, at its their respective option, terminate this Lease as of the date Tenant is required to surrender possession of the Leased Premises or use of the Common Areas by giving written notice of such termination to the other party. If a part of the Leased Premises shall be taken or conveyed but the remaining part is adequate for Tenant's use, then this Lease shall be terminated as to the part taken or conveyed as of the date Tenant surrenders possession; Landlord shall make such repairs, alterations or improvements as may be necessary to render the part not taken or conveyed tenantable; and Rental shall be reduced in proportion to the part of the Leased Premises so taken or conveyed. If Landlord elects to restore the Leased Premises or the Building, such restoration shall be complete within sixty one hundred and twenty (60120) days after said of the condemnation or taking. Failing such timely completion, to Tenant may terminate this Lease upon thirty ten (3010) days' written noticenotice to Landlord. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or All such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid repairs and restoration shall be equitably reducedmade in a good and workmanlike manner, and in compliance with all laws. If All compensation awarded for such taking or conveyance shall be the Lease is not terminated pursuant to the provisions hereof following property of Landlord without any partial taking Landlord shall promptly repair, restore, deduction therefrom for any present or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion future estate of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoeverTenant hereby assigns to Landlord all its right, Landlord shall be entitled title and interest in and to any and all awards and/or settlements which may be given and such award. However, Tenant shall have no claim against Landlord for any amounts whatsoeverthe right to recover from such authority, and in no event shall but not from Landlord, such compensation as may be awarded to Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage moving and relocation expenses and depreciation to such items and removal of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraph.

Eminent Domain. If more than ten percent (10%) all or substantially all of the Premises Premises, the Building or more than ten percent (10%) of the parking spaces shall be areas is taken or appropriated by any public or quasi-a public authority under pursuant to the exercise of the power of eminent domain, either party hereto this Lease shall have terminate on the rightdate on which the condemning authority takes possession of the Premises (“Date of Such Taking”). If part of the Premises is taken such that, at its optionin Landlord’s reasonable opinion, within sixty the Premises cannot be restored to an economically viable condition, or if the holder of any Mortgage (60as hereinafter defined) days after said takingrequires application of the condemnation proceeds to the reduction of the mortgage indebtedness, to Landlord may terminate this Lease upon thirty (30) days' days prior written noticenotice to Tenant. If (i) less than ten percent (10%) of Landlord does not terminate this Lease and the Premises condemnation renders all or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the a substantial portion of the Premises untenantable or inaccessible or results in a reduction of accessible on-site parking spaces to the extent it is not so taken. If, during the repair, restoration, or rebuilding required, viable for Tenant to continue to operate its business at the Premises are not usable in the reasonable opinion manner operated immediately prior to such taking, Tenant may terminate this Lease effective on the Date of Such Taking by written notice given no later than sixty (60) days after the Date of Such Taking. Upon a partial taking which does not result in a termination of this Lease: (i) rent shall be adjusted to reflect the reduced amount of rentable area in the Building; and (ii) Landlord shall restore the Premises, including the Work, but only to the extent of funds available to Landlord from the consideration paid for such taking. Landlord shall not otherwise be obligated to replace or restore any improvements or alterations to the Premises made by or on behalf of Tenant, the Rent shall be abated until the Premises are restored and usableor any of Tenant’s leasehold improvements, personal property, furniture, fixtures or equipment. In the event of Upon any taking or appropriation whatsoevertaking, Landlord shall be entitled to any and all resulting damages, awards and/or settlements which may be given or any interest therein, and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right the Lease or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which otherwise. Tenant may sustain independently claim for the value of its furniture, fixtures and equipment or incur in removing ▇▇▇▇▇▇'s merchandisemoving expenses, trade fixtures, or equipment from the Premises or for any loss of or damage to provided that such items of Tenant's personal property. Nothing contained in this paragraph claim shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphnot diminish Landlord’s claim.

Eminent Domain. If more than ten percent (10%) the whole or any substantial part of the Leased Premises or more than ten percent (10%) such that the remaining part of the parking spaces Leased Premises would be inadequate for use by Tenant for the purpose for which they were leased) shall be taken or appropriated by any for public or quasi-public use by a governmental or other authority under having the power of eminent domaindomain or shall be conveyed to such authority in lieu of such taking, either party hereto then Landlord shall have the right, at its option, within sixty (60) days after said taking, option to terminate this Lease upon thirty (30) days' days written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects notice from Landlord to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any Landlord does not exercise such option, and if such taking or appropriation whatsoeverconveyance would cause the remaining part of the Leased Premises to be inadequate for use by Tenant for the purpose for which they were leased, then Tenant may, at its option, terminate this Lease as of the date Tenant is required to surrender possession of the Leased Premises by giving Landlord written notice of such termination. If a part of the Leased Premises shall be taken or conveyed but the remaining part is tenantable and adequate for Tenant’s use, then this Lease shall be terminated as to the part taken or conveyed as of the date Tenant surrenders possession; Landlord shall make such repairs, alterations and improvements as may be entitled necessary to render the part not taken or conveyed tenantable within one hundred twenty (120) days after such taking, to the extent reasonably practicable; and the rent shall be reduced in proportion to the part of the Leased Premises so taken or conveyed and temporarily reduced to the extent unusable during the reconstruction. All compensation awarded for such taking or conveyance shall be the property of Landlord without any deduction therefrom for any present or future estate of Tenant, and Tenant hereby assigns to Landlord all its rights, title and interest in and to any and all awards and/or settlements which may be given and such award. However, Tenant shall have no claim against Landlord for any amounts whatsoeverthe right to recover from such authority, and in no event shall but not from Landlord, such compensation as may be awarded to Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of procuring, designing, moving and relocation expenses, as well as any loss or expense which unamortized (over the useful life) amounts of Shell Building and Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandiseImprovement/Soft Costs Building Excess Expenses, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphif applicable.

Eminent Domain. If more than ten twenty-five percent (1025%) of the Premises or more than ten percent (10%) area of the parking spaces shall be Premises is taken or appropriated by for any public or quasi-public authority use under the power of eminent domain, or conveyed in lieu thereof, either party hereto shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty by written notice to the other party given within ten (3010) days' written noticedays of the date of such taking, appropriation or conveyance, and Lessor shall be entitled to any and all income, rent, award, or any interest therein whatsoever which may be paid or made (the “Award”) in connection with such public or quasi-public use or purpose, (except that Lessee shall be entitled to independently seek an award for funds attributable to Lessee’s Alterations, trade fixtures, personal property, inventory and equipment, and Lessee’s moving costs in accordance with the terms of this Article 24), and Lessee shall have no claim against Lessor for (and hereby assigns to Lessor any claim which Lessee may have for) the value of any unexpired Term of this Lease. If a substantial portion of the Building (other than the Premises) or the Exterior Common Areas may be so taken, appropriated or conveyed, Lessor shall have the right at its option to terminate this Lease, and in any such event Lessor shall be entitled to the entire Award whether or not this Lease is terminated. If this Lease is terminated as provided above: (i) the termination shall be effective as of the date upon which title to the Premises, the Building, the Project, or a portion thereof, passes to and vests in the condemnor or the effective date of any order for possession if issued prior to the date title vests in the condemnor; (ii) Lessor shall refund to Lessee any prepaid but unearned Rentals and the Security Deposit to the extent required by the express provisions of this Lease; and (iii) Lessee shall pay to Lessor any Rentals or other charges due Lessor under the Lease, prorated as of the date of taking. If less than ten twenty-five percent (1025%) of the Premises is so taken, appropriated or the parking spaces are taken conveyed, or (ii) more than ten twenty-five percent (1025%) of the Premises or such parking spaces are thereof is so taken, but appropriated or conveyed and neither party elects to terminate as herein provided, (i) Lessor shall be entitled to the Minimum Rent entirety of the Award, and Lessee shall be entitled to make a claim for any separate award attributable to any taking of Lessee’s Alterations, trade fixtures, inventory, equipment, personal property and moving expenses, so long as any such award to Lessee does not reduce the amount of the Award available to Lessor; and (ii) the Rental thereafter to be paid hereunder for the Premises shall be equitably reducedreduced in the same ratio that the percentage of the area of the Premises so taken, appropriated or conveyed bears to the total area of the Premises immediately prior to the taking, appropriation or conveyance. If In addition, if any Rentable Area in the Building containing the Premises is so taken, appropriated or conveyed and this Lease is not terminated by Lessor, Lessee’s Percentage Share of Building Expenses shall be adjusted pursuant to Article 7. Notwithstanding this Article 24 above, upon a temporary taking of all or any portion of the provisions hereof following Premises, the Lease shall remain in effect and Lessee shall continue to pay and be liable for all Rentals under this Lease. Upon such temporary taking, Lessee shall be entitled to any partial taking Landlord shall promptly repair, restore, or rebuild Award for occupancy by Tenant the temporary use of the portion of the Premises not so taken. Iftaken which is attributable to the period prior to the date of Lease Termination, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord Lessor shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord portion of the Award for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or such use attributable to the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal propertyperiod after Lease Termination. Nothing contained As used in this paragraph paragraph, a temporary taking shall mean a taking for a period of one year or less and does not include a taking which is to last for an indefinite period and/or which will terminate only upon the happening of a specified event unless it can be any liability determined at the time of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphtaking when such event will occur.

Eminent Domain. If more than ten percent (10%) any portion of the Leased Premises or more than ten percent (10%) of the parking spaces shall be taken or appropriated damaged by any public condemnation or quasi-public authority under the exercise of the power of eminent domain, either party hereto shall have or by agreement reached under 2679199lvl2 threat thereof (any such event being hereinafter refened to as a "Taking"), and such Taking does not (A) render the rightBuilding comprising the Leased Premises unavailable for Tenant's continued use as may be reasonably detennined and based on Tenant's actual use thereof as of the date of the Taking, at its option, within sixty or (60B) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten take fifty percent (1050.00%) or more of the cun-ently existing parking spaces located thereon, or (C) take more than forty percent (40.00%) of the Premises or the parking spaces are taken existing loading dock facilities, or (iiD) more than ten percent otherwise materially, adversely impairs, denies, or restricts truck or other vehicle access to the loading dock area on the Leased Premises, then (10%i) this Lease shall continue in full force and effect, and such Taking shall entitle Tenant to an equitable abatement or reduction of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant based on the portion of the building square footage of the Leased Premises not so taken. Iftaken as it bears to the remaining square footage of the buildings, during parking area, and/or loading dock area located on the repairLeased Premises, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent and other charges by reason thereof which shall be abated until adjusted as of the date of such Taking; (ii) Landlord shall, as promptly as commercially reasonable, restore, repair or rebuild the Leased Premises are restored to substantially the same condition as existed before the Taking (to the extent reasonably possible, given such Taking) using materials of the same or better grade than that of the materials being replaced, including any improvements or alterations required to be made by Law (hereinafter collectively referred to as the "Repairs"; and usable. In the event of any taking or appropriation whatsoever(iii) Landlord shall, Landlord shall be entitled to any and obtain all awards and/or settlements which may be given and Tenant shall have no claim against Landlord permits required for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claimRepairs; provided, however, that (x) all sums apportioned as compensation for the loss of or damages to the Leased Premises (hereinafter referred to as the "Premises Award") shall, notwithstanding anything to the contrary contained herein (except the immediately following sentence), be awarded, paid or made available to Landlord and its mortgagee(s) and Tenant shall be entitled hereby irrevocably assigns and transfers to Landlord all of Tenant's right, title and interest in and to any separate condemnation proceeds or awards that may be granted or awarded to Tenant. Notwithstanding the immediately foregoing sentence, however, Landlord shall have no interest in any award made by the condemning authority solely to Tenant for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises moving and relocation expenses or for any the loss of ▇▇▇▇▇▇'s fixtures and other tangible personal property if a separate award for such items is made to Tenant. Any repair or damage restoration work shall be performed within a reasonable time period, done diligently and continually until completed. The Landlord's obligations to rebuild and repair shall in any event be limited to restoring the Leased Premises to substantially the condition in which the same existed prior to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date condemnation, exclusive of any termination of this Lease pursuant to this paragraphany other alterations, improvements, fixtures and equipment installed by Tenant.

Eminent Domain. 14.1 If more the whole or any part equal to or greater than ten percent (10%) 15% of the Floor Area of the Premises or more than ten percent (10%) of the parking spaces shall should be taken or appropriated by for any public or quasi-public authority use under the power any governmental law or regulation or by right of eminent domaindomain or by private purchase in lieu thereof, then at the option of either party hereto shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent cancelled and both parties shall be abated until the Premises are restored and usablerelieved of all obligations herein imposed. In the event of any taking or appropriation whatsoeverShould this Lease be so cancelled, Landlord shall be entitled to any and all awards and/or settlements which may be given and then Tenant shall have no claim against Landlord for to any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord portion of the amount that may be awarded as damages or the condemning authority paid as a result of such involuntary conversion whether brought about by suit or agreement for the loss or diminution in value cancellation of its Leasehold interest in the Premises or any Leasehold improvements therein this Lease or for the value Tenant's leasehold interest or leasehold improvements; any and all of any unexpired term of this Lease, Tenant hereby expressly assigns such amounts shall belong to Landlord any such right or claim; providedand all rights of Tenant to damages therefor, if any, are hereby assigned by Tenant to Landlord. Tenant shall, however, have the right to claim and recover from the condemning authority, but not from Landlord (and only to the extent that such recovery by Tenant shall not diminish the amounts recoverable by Landlord), such compensation as may be entitled separately awarded or recoverable by Tenant in Tenant's own right on account of any and all damage to any separate award made Tenant's business by reason of the condemning authority solely condemnation and for or on account of any cost or loss or expense which Tenant may sustain or might incur in removing ▇▇▇▇▇▇Tenant's merchandise, furniture, trade fixtures, or equipment from the Premises. 14.2 If less than 15% of the Floor Area of the Premises or should be taken for any loss public or quasi-public use under any governmental law, ordinance or regulations or by right of eminent domain or damage to such items by private purchase in lieu thereof, this Lease shall not terminate but Minimum Rent payable hereunder during the unexpired portion of Tenant's personal property. Nothing contained in this paragraph Lease shall be any liability of Tenant to Landlord which arose prior reduced in proportion to the effective reduction of the Floor Area in the Premises resulting from such taking from and after the date of any such taking. In the event of such a taking, Tenant shall have the right to recover damages suffered or sustained by Tenant as a result of such taking only with respect to property which upon the termination of this Lease pursuant would belong to the Tenant, but Tenant shall have no claim against Landlord and shall not have any claim or right to any portion of the amount that may be awarded as damages or paid as a result of such taking for the loss of any part of Tenant's leasehold interest, leasehold improvements, and any and all of such amounts shall belong to Landlord and all rights of Tenant to damages therefor, if any, are hereby assigned by Tenant to Landlord. 14.3 If any part of the Common Area should be taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, this paragraphLease shall not terminate, nor shall Rent payable hereunder be reduced, nor shall Tenant be entitled to any part of the award made for such taking.

Eminent Domain. If more than ten percent (10%) the whole of the Premises or more than ten percent (10%) of the parking spaces Project or so much thereof as to render the balance unusable by Tenant shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, either party hereto or is sold, transferred or conveyed in lieu thereof, this Lease shall have automatically terminate as of the rightdate of such condemnation, or as of the date possession is taken by the condemning authority, at its Landlord's option. No award for any partial or entire taking shall be apportioned, within sixty (60) days after said takingand 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 terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) the same or any part thereof, provided, however, that nothing contained herein shall be deemed to give Landlord any interest in or to require Tenant to assign to Landlord any award made to Tenant for the taking of personal property and trade mixtures belonging to Tenant and removable by Tenant at the expiration of the Premises Term hereof as provided hereunder or for the interruption of, or damage to, Tenant's business or the parking spaces are taken cost incurred or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter estimated to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy incurred by Tenant for the portion relocation of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usableits business to new facilities. In the event of any a partial taking described in this Article 18, or appropriation whatsoevera sale, Landlord shall be entitled to any and all awards and/or settlements transfer or conveyance in lieu thereof, which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and does not result in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term a termination of this Lease, the rent shall be apportioned according to the ratio that the part of the Premises remaining useable by Tenant hereby expressly assigns bears to the total area of the Premises. Notwithstanding anything in this Article 18, if the Premises. or any material portion thereof, or any portion of the Project necessary for Tenant's access to, or use and occupancy of, the Premises, are taken within the last year of the Term, then Tenant will have the right to terminate this Lease by notice to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to within thirty (30) days after the effective date of the taking, in which case such termination will be effective on the date specified in Tenant's notice to Landlord. Tenant hereby waives any termination of this Lease and all rights it might otherwise have pursuant to this paragraphSection 1265.130 of the California Code of Civil Procedure.

Eminent Domain. If more than ten percent (10%) the whole of the Premises or more than ten percent (10%) of the parking spaces shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, then the lease term shall cease as of the date possession shall be taken by such public authority; and Tenant shall pay rent up to that date with an appropriate refund by Landlord of such rent as shall have been paid in advance for a period subsequent to the date of the taking of possession. If less than twenty-five percent (25%) of the floor space of the Premises shall be so taken, then the lease term shall cease only as to the part taken as of the date possession shall be taken by such public authority, and Tenant shall pay its full rent up to that day with an appropriate refund to Tenant of such rent as may have been paid in advance f or a period subsequent to the date of the taking; and in such event, Landlord at its expense shall make all necessary repairs and alterations to the Premises and the Building so as to constitute the remaining premises a complete architectural unit. If more than twenty-five percent (25%) of the floor space of the Premises shall be so taken, then the lease term shall cease only as to the part so taken from the date possession shall be taken by such public authority, and Tenant shall pay its full rent up to that day with an appropriate refund by Landlord of such rent as may have been paid in advance for a period subsequent to the date of the taking, except that either party hereto shall have the right, at its option, within sixty (60) days after said taking, right to terminate this Lease lease upon notice in writing to the other party given within thirty (30) days' written noticedays after such taking of possession; in the event Tenant remains in possession and Landlord does not so terminate, then all of the terms herein provided shall continue in effect except that the Base Rent shall be equitably adjusted, and Landlord shall make all necessary repairs or alterations to the Premises and the Building so as to constitute the remaining premises a complete architectural unit. If (i) less more than ten fifty percent (1050%) of the Premises floor space in the Building shall be taken under the power of eminent domain, either party may, by notice in writing to the other delivered on or before the parking spaces are taken day of surrendering possession to the public authority, terminate this lease; and all rent under this lease shall be computed to the date of such termination. All compensation awarded for any taking under the power of eminent domain, whether for the whole or (ii) more than ten percent (10%) any part of the Premises, shall be the property of the Landlord, whether such damages be awarded as compensation for diminution in the value or loss of the leasehold or for diminution in the value of or loss of the fee of the Premises or such parking spaces are taken, but neither party elects otherwise; and Tenant hereby assigns to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion all of Tenant's right, the Rent shall be abated until the Premises are restored title, and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled interest in and to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord such compensation except for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphmoving costs.

Eminent Domain. If all or any part of the System shall be taken by eminent domain proceedings or conveyance in lieu thereof, the net proceeds realized by the City therefrom shall be deposited with the Trustee in a special fund in trust and shall be applied and disbursed by the Trustee subject to the following conditions: (a) If such funds are sufficient to provide for the payment of the entire amount of Principal due or to become due upon all of the Outstanding Bonds and outstanding Repayment Obligations, together with all of the interest due or to become due thereon and any redemption premiums thereon, so as to enable the City to retire all of the Bonds then Outstanding, either by call and redemption at the then current Redemption Prices or by payment at maturity or partly by redemption prior to maturity and partly by payment at maturity, and to pay all Repayment Obligations, the Trustee shall apply such moneys to such retirement or payment, as appropriate, and to the payment of such interest. Pending the application of such proceeds for such purpose, such moneys shall be invested by the Trustee, at the Written Request of the City, in Government Obligations. The balance of such moneys, if any, shall be transferred to the City. (b) If such proceeds are insufficient to provide the moneys required for the purposes set forth in subsection (a) of this Section, the City shall file with the Trustee a Written Request of the City requesting the Trustee to apply such proceeds for one of the following purposes: (1) If such Written Request requests the Trustee to apply such proceeds to the purchase, redemption or retirement of Bonds, the Trustee shall apply such proceeds to the purchase, redemption or retirement of Bonds then Outstanding and Repayment Obligations then outstanding. If more than ten percent (10%) one Series of Bonds is then Outstanding, such proceeds shall be applied pro rata among each such Series to the purchase, redemption or retirement of the Premises or more than ten percent (10%) Bonds of each such Series and the payment of Repayment Obligations in the proportion which the Principal amount of Bonds of each such Series then Outstanding and Repayment Obligations then outstanding bears to the aggregate Principal amount of all Bonds then Outstanding and Repayment Obligations then outstanding. Pending the application of such proceeds for such purpose, such moneys shall be invested by the Trustee, at the Written Request of the parking spaces City, in Government Obligations. (2) If such Written Request requests the Trustee to deliver such proceeds to the City to apply to the cost of additions, improvements or extensions to the System, the City shall also file with the Trustee an Engineer’s Certificate showing the loss in annual Revenues, if any, suffered, or to be taken or appropriated suffered, by any public or quasi-public authority under the power City by reason of such eminent domaindomain proceedings, either party hereto shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) together with a general description of the Premises additions, improvements or extensions to the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter System then proposed to be paid shall be equitably reduced. If acquired or constructed by the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so takenCity from such proceeds. If, during in the repairopinion of the City (evidenced by a Written Certificate of the City filed with the Trustee), restorationwhich shall be final, the additional Revenues to be derived from such additions or improvements will sufficiently offset the loss of Revenues resulting from such eminent domain proceedings so that the ability of the City to meet its obligations hereunder will not be substantially impaired, the Trustee shall pay such proceeds to the City. The City, in reaching such determination, may rely upon the Engineer’s Certificate. The City shall hold such proceeds in trust and apply them to the acquisition or construction of the additions, improvements or extensions substantially in accordance with such Engineer’s Certificate. The City shall acquire or construct such additions or improvements in a sound and economic manner and as expeditiously as is practicable. Any balance of such proceeds not required by the City for such additions, improvements or extensions shall be deposited into the Revenue Fund. (3) If such Written Request requests the Trustee to transfer such proceeds to the City for deposit into the Revenue Fund upon the basis that such eminent domain proceedings have had no effect, or rebuilding requiredat the most a relatively immaterial effect, upon the security of the Bonds, the Premises are City shall also file with the Trustee an Engineer’s Certificate stating that such eminent domain proceedings have not usable in substantially impaired or affected the reasonable opinion operation of Tenantthe Systems or the ability of the System to produce Net Revenues at least equal to the Rate Covenant Requirement. Upon receipt of such Written Request and such Engineer’s Certificate, the Rent Trustee shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any transfer such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior proceeds to the effective date of any termination of this Lease pursuant to this paragraphCity for deposit into the Revenue Fund.

Eminent Domain. Section 16.1. If more than ten thirty-three percent (1033%) of the Premises or more than ten percent (10%) floor area of the parking spaces demised premises shall be taken or appropriated by any public or quasi-public authority under the power of eminent domaindomain or the portion not so taken will not be reasonably adequate for the operation of Tenant's business after the Landlord completes such repairs or alterations as the Landlord is obligated or elects to make, either party hereto or if Tenant's parking rights under the Lease are materially reduced as a result of such taking, Tenant shall have the rightright to elect either to terminate this Lease, at its optionor, subject to Landlord's right to terminate the Lease pursuant to Section 16.4., to continue in possession of the remainder of the demised premises, and shall notify Landlord in writing within sixty ten (6010) days after said takingsuch taking of Tenant's election. Subject to Landlord's termination rights, in the event Tenant elects to remain in possession, as provided in the first sentence hereof, all of the terms herein provided shall continue in effect, except that the base rent shall be reduced in the same proportion that the floor area of the demised premises taken bears to the original floor area of the demised premises, and Landlord shall at its own cost and expense make all necessary repairs or alterations to the demised premises so as to constitute the portion of the demised premises not taken a complete architectural unit for the purposes allowed by this Lease, but such work shall not exceed the scope of the work to be done by Landlord in originally constructing the building and the demised premises (but including the Tenant Improvements). Section 16.2. Each party waives the provisions of Code of Civil Procedure Section 1265.130 allowing either party to petition the Superior Court to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of a partial taking. Section 16.3. All damages or awards for any taking under the power of eminent domain whether for the whole or appropriation whatsoever, a part of the demised premises shall belong to and be the property of Landlord whether such damages or awards shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord awarded as compensation for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value to the leasehold or to the fee of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claimdemised premises; provided, however, that Tenant Landlord shall not be entitled to any separate the award made to Tenant or Landlord for loss of business, depreciation to, and cost or removal of stock and fixtures and for leasehold improvements which have been installed by Tenant at its sole cost and expense less depreciation which is to be computed on the condemning basis of completely depreciating such leasehold improvements during the initial term of this Lease, and any award made to Tenant in excess of the then depreciated value of leasehold improvements shall be payable to the Landlord. Section 16.4. If more than thirty-three percent (33%) of the floor areas of the building or the demised premises shall be taken under power of eminent domain, or if any material part of the Parking and Accommodation Areas shall be so taken, Landlord may, by written notice to Tenant delivered on or before the date of surrendering possession to the public authority solely for or on account pursuant to such taking, terminate this Lease as of such date. Section 16.5. If this Lease is terminated as provided in this Article, the rent shall be paid up to the day that possession is so taken by public authority and Landlord shall make a prorata refund of any loss or expense which rent and all deposits paid by Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphadvance and not yet earned.

Eminent Domain. If more than ten percent In the event of: (10%i) a taking of the entire Premises, or a substantial portion as would render the balance of the Premises not suitable for Tenant's then current use; or more than ten percent (10%ii) a taking of all or any portion of Landlord's Retail Facility, which results in Landlord permanently ceasing operations on such Real Property, then this Lease may be terminated at the parking spaces option of either party. Such option shall be taken or appropriated exercised by any public or quasi-public authority under the power giving written notice of eminent domain, either party hereto shall have the right, at its option, such termination within sixty (60) days after said takingsuch taking or conveyance, to terminate whereupon this Lease upon thirty (30) days' written noticeshall forthwith terminate and the Rent shall be duly apportioned as of the date of such taking or conveyance. If (i) less than ten Upon such termination, Tenant shall surrender to Landlord the Premises and all of Tenant's interest therein under this Lease, and Landlord may re-enter and take possession of the Premises or remove Tenant therefrom. The taking of any portion of the building located on the Premises, fifteen percent (1015%) of the Premises then existing parking area, or the parking spaces are taken loss or (ii) more than ten percent (10%) adverse change in rights of the Premises access or such parking spaces are taken, but neither party elects to terminate ingress and egress as herein provided, the Minimum Rent thereafter to be paid then established shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial considered a substantial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of as would render the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of suitable for Tenant, the Rent shall be abated until the Premises are restored and usable's then current use. In the event of a taking of less than the entire Premises or less than a substantial portion as would render the balance of the Premises not suitable for Tenant's then current use, this Lease shall continue in full force and effect. Landlord shall promptly perform any repair or restoration work reasonably required to restore the Premises, insofar as possible, to its former condition, and the Rent owing hereunder shall be adjusted, if necessary, in such just manner and proportion as the part so taken (and its effect on Tenant's ability to use the remainder of the Premises) bears to the whole. In the event of taking or appropriation whatsoeverconveyance as described herein, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord receive the award or the condemning authority consideration for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold lands and improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claimso taken; provided, however, that Tenant Landlord shall be entitled to have no interest in any separate award made by the condemning authority solely for Tenant's loss of business or on account value of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises its leasehold interest or for any loss of or damage to such items the taking of Tenant's personal fixtures or property, or for Tenant's relocation expenses. Nothing contained in this paragraph Tenant shall have the option to perform such restoration and Landlord shall upon Tenant's election provide the whole of such award or such portion thereof as may be any liability of necessary for Tenant to accomplish the restoration. Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphand Tenant shall cooperate with one another in making claims for condemnation awards.

Eminent Domain. 15.1 If more than ten twenty five percent (1025%) of the Premises or more than ten percent (10%) floor area of the parking spaces shall Demised Premises should be taken or appropriated by for any public or quasi-public authority use under the power any governmental law, ordinance or regulation or by right of eminent domaindomain or by private purchase in lieu thereof, either party hereto this Lease shall have terminate and the rightrent shall be abated during the unexpired portion of this Lease, at its optioneffective on the earlier of the date physical possession is taken by the condemning authority or title passes to the condemning authority. 15.2 If less than twenty five percent (25%) of the floor area of the Demised Premises should be taken as aforesaid, within sixty (60) days after said this Lease shall not terminate; however, the Minimum Guaranteed Rental payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the earlier of the dates set forth above in 15.1 hereof. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of the Landlord’s Work described in Exhibit C necessary to make the Demised Premises an architectural whole. 15.3 If any part of the Common Area shall be taken as aforesaid, this Lease shall not terminate, nor shall the rental payable hereunder be reduced, except that either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Demised Premises shall be less than twenty five percent (25%) of the area of Common Area immediately prior to the taking. Any election to terminate this Lease upon in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty days after the earlier of the dates set forth above in 15.1 hereof. 15.4 All compensation awarded for any taking (30) days' written notice. If (i) less than ten percent (10%or the proceeds of private sale in lieu thereof) of the Demised Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid Common Area shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion property of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given Landlord; and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of hereby assigns its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claimaward to Landlord; provided, however, that Landlord shall have no interest in any award made to Tenant shall be entitled to any for loss of business or for the taking of Tenant’s fixtures and other property if a separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of is made to Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraph.

Eminent Domain. Section 16.1. If more than ten thirty-three percent (1033%) of the Premises or more than ten percent (10%) floor area of the parking spaces building on the demised premises shall be taken or appropriated by any public or quasi-public authority under the power of eminent domaindomain and the portion not so taken will not be reasonably adequate for the operation of Tenant's business after the Landlord completes such repairs or alterations as the Landlord is obligated or elects to make, either party hereto Tenant shall have the rightright to elect either to terminate this Lease, at its optionor, subject to Landlord's right to terminate the Lease pursuant to Section 16.4, to continue in possession of the remainder of the demised premises and shall notify Landlord in writing within sixty ten (6010) days after said taking, to terminate this Lease upon thirty (30) days' written noticesuch taking of Tenant's election. If (i) In the event less than ten thirty-three percent (1033%) of the Premises or floor area of the parking spaces are building on the demised premises shall be taken or (ii) more than ten percent (10%) Tenant elects to remain in possession, as provided in the first sentence hereof, all of the Premises or such parking spaces are takenterms herein provided shall continue in effect, but neither party elects to terminate as herein provided, except that the Minimum Rent thereafter to be paid base rent shall be equitably reduced. If reduced in the Lease is not terminated pursuant same proportion that the floor area of the building on the demised premises taken bears to the provisions hereof following any partial taking original floor area of the building on the demised premises, and Landlord shall promptly repair, restore, at its own cost and expense make all necessary repairs or rebuild for occupancy by Tenant alterations to the building so as to constitute the portion of the Premises building not so taken. If, during taken a complete architectural unit and the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority demised premises a complete unit for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of purposes allowed by this Lease, Tenant hereby expressly assigns but such work shall not exceed the scope of the work to be done by Landlord any such right or claim; providedin originally constructing said building. From and after the taking date, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing and during ▇▇▇▇▇▇'s merchandise▇▇’s alteration and repair work, trade fixturesrent shall proportionately ▇▇▇▇▇ to the extent any portion of the demised premises is rendered inaccessible or not usable by Tenant as a result of such taking or Landlord’s alteration and repair work. Section 16.2. Each party waives the provisions of Code of Civil Procedure Section 1265.130 allowing either party to petition the Superior Court to terminate this Lease in the event of a partial taking. Section 16.3. All damages or awards for any taking under the power of eminent domain whether for the whole or a part of the demised premises shall belong to and be the property of Landlord whether such damages or awards shall be awarded as compensation for diminution in value to the leasehold or to the fee of the demised premises; provided however, that Landlord shall not be entitled to the award made to Tenant or Landlord for loss of business, depreciation to, and cost or removal of stock and fixtures and for leasehold improvements which have been installed by Tenant at its sole cost and expense less depreciation which is to be computed on the basis of completely depreciating such leasehold improvements during the initial term of this Lease, and any award made to Tenant in excess of the then depreciated value of leasehold improvements shall be payable to the Landlord. Section 16.4. If more than thirty-three percent (33%) of the floor areas of the building on the demised premises shall be taken under power of eminent domain, or equipment from if any part of the Premises Parking and Accommodation Areas shall be so taken, Landlord may, by written notice to ▇▇▇▇▇▇ delivered on or for any loss before the date of or damage surrendering possession to the public authority pursuant to such items taking, terminate this Lease as of Tenant's personal propertysuch date. Section 16.5. Nothing contained If this Lease is terminated as provided in this paragraph Article, the rent shall be any liability of Tenant to Landlord which arose prior paid up to the effective date day that possession is so taken by public authority and Landlord shall make a prorata refund of any termination of this Lease pursuant to this paragraphrent and all deposits paid by Tenant in advance and not yet earned.

Eminent Domain. If more than ten (a) twenty-five percent (1025%) of the Premises or more than ten (b) five percent (105%) of the parking spaces within the Project serving the Premises (and Landlord is unable, within six (6) months, to provide reasonably comparable parking spaces such that Tenant shall have the use of at least ninety-five percent (95%) of the number of parking spaces referenced in Article 1.I. of the Basic Lease Provisions above) shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, either party hereto or are sold, transferred or conveyed in lieu thereof (a “Taking”), Landlord and Tenant shall each have the right, at its option, within sixty (60) days after said taking, option to terminate this Lease upon thirty ninety (3090) days' ’ written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant notice to the provisions hereof following any partial taking Landlord shall promptly repairother party, restore, or rebuild for occupancy by Tenant provided such notice is given no later than one hundred eighty (180) days after the portion date of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usablesuch Taking. In the event of any taking Taking, whether total or appropriation whatsoeverpartial, Landlord Tenant shall be entitled have the right to any claim and all awards and/or settlements which recover from the condemning authority such compensation as may be given separately awarded or recoverable by Tenant in a separate proceeding for loss of its business fixtures, or equipment belonging to Tenant immediately prior to the Taking, so long as the same does not diminish any award to which Landlord is entitled or the “bonus value” of the leasehold estate. The balance of any condemnation award shall belong to Landlord except as provided below, and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against further right to recover from Landlord or the condemning authority for any claims arising out of such Taking, provided that Tenant shall have the loss or diminution in value of its Leasehold interest right to make a separate claim in the Premises or any Leasehold improvements therein or condemnation proceeding, as long as the award payable to Landlord is not reduced thereby, for the taking of the unamortized (using the initial Term of this Lease as the amortization period) value of any unexpired term tenant improvements paid for by Tenant which are not removed by Tenant. In the event Tenant recovers compensation from the condemning authority on account of the “bonus value” of the leasehold estate, Tenant agrees to pay to Landlord, within ten (10) days following Tenant’s receipt of said compensation, an amount equal to fifty percent (50%) of the total sum so recovered by Tenant. Tenant also agrees, upon request from Landlord, to keep Landlord fully and promptly apprised of the status of any efforts by Tenant to recover compensation from the condemning authority on account of the “bonus value” of the leasehold estate. In the event of a partial Taking described in this Article 18 which does not result in a termination of this Lease, the rent shall be apportioned according to the ratio that the rentable square footage of the part of the Premises remaining useable by Tenant bears to the total rentable square footage of the Premises. Tenant hereby expressly assigns to Landlord waives any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease and all rights it might otherwise have pursuant to this paragraphSection 1265.130 of the California Code of Civil Procedure.

Eminent Domain. 23.1. If more than ten percent (10%) the entire Premises, or so much thereof as to render the balance thereof not reasonably usable for the conduct of the Premises or more than ten percent (10%) of the parking spaces Tenant's business, shall be taken or appropriated by any public or quasi-public authority under the power of eminent domaindomain or conveyed in lieu thereof, either party hereto shall have may, by serving written notice upon the right, at its option, other party hereto within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written noticedays thereafter, immediately terminate this Lease. If any substantial part of the Project excluding the Premises shall be taken or appropriated under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either of such events, Landlord shall receive (and Tenant shall assign to Landlord upon demand by Landlord) any income, rent, award or any interest therein which may be paid in connection therewith, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired term of this Lease; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant's removable tangible personal property placed in the Premises solely at Tenant's expense and for Tenant's relocation costs. 23.2. If a part of the Premises shall be so taken, appropriated or conveyed and neither party hereto shall elect to so terminate this Lease, (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Base Rent thereafter to be paid and Additional Rent payable hereunder shall be equitably reduced. If abated in the Lease is not terminated pursuant to proportion that the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant area of the portion of the Premises not so taken. If, during appropriated or conveyed bears to the repairarea of the entire Premises, restorationand (ii) if the Premises shall have been damaged as a consequence of such partial taking, appropriation or rebuilding requiredconveyance, Landlord shall, to the extent of any severance damages received by Landlord, restore the Premises continuing under this Lease; provided, however, the Landlord shall not be required to repair or restore any damage to the property of Tenant or to make any repairs to or restoration of any alterations, additions, fixtures or improvements installed on the Premises are not usable in by or at the reasonable opinion expense of Tenant, and Tenant shall pay any amount in excess of such severance damages required to complete such repairs or restoration. 23.3. Notwithstanding anything to the Rent contrary contained in this Article 23, if the temporary use or occupancy of any part of the Premises shall be abated until taken or appropriated under the Premises are restored power of eminent domain or conveyed in lieu thereof during the term of this Lease, this Lease shall be and usableremain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all rent payable hereunder by Tenant during the term of this Lease. In the event of any taking such temporary taking, appropriation or appropriation whatsoeverconveyance, Tenant shall be entitled to receive that portion of any award which represents compensation for loss of this use or occupancy of the Premises during the term of this Lease, and Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoeverreceive the balance of such award. To the extent that it is inconsistent with the above, and in no event shall Tenant have any claim whatsoever against Landlord or each party hereto hereby waives the condemning authority for provisions of Section 1265.130 of the loss or diminution in value California Code of its Leasehold interest Civil Procedure allowing either party to petition a court to terminate this Lease in the Premises or any Leasehold improvements therein or for event of a partial taking of the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphPremises.

Eminent Domain. 18.1 If more than ten fifteen percent (1015%) of the Premises or more than ten percent (10%) floor area of the parking spaces shall Demised Premises should be taken or appropriated by for any public or quasi-public authority use under the power any governmental law, ordinance or regulation or by right of eminent domaindomain or by private purchase in lieu thereof, either party hereto this lease shall have terminate and the rightrent shall be abated during the unexpired portion of this lease, at its optioneffective on the date physical possession is taken by the condemning authority. 18.2 If less than fifteen percent (15%) of the floor area of the demised Premises and no portion of Tenant's service center should be taken as aforesaid, within sixty (60) days after said this lease shall not terminate; however, the minimum guaranteed rental payable hereunder during the unexpired portion of this lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations to the remaining premises or, if an exhibit describing Landlord's Work is attached to this lease, all necessary repairs within the scope of Landlord's Work as described in such exhibit, as the case may be, required to make the remaining portions of the Demises Demised Premises an architectural whole, but in no event shall Landlord be required to expend an amount greater than the award actually received by Landlord in connection with such taking. 18.3 If any part of the Common Area should be taken as aforesaid, this lease shall not terminate, nor shall the rent payable hereunder be reduced, except that either Landlord or Tenant may terminate this lease if the area of the Common Area remaining following such taking plus any parking area provided by Landlord in reasonable proximity to the Industrial Complex shall be less than eighty percent (80%) of the area of the Common Area Immediately prior to the taking. Any election to terminate this Lease upon lease in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty (30) days' written notice. If days after the date physical possession is taken by the condemning authority. 18.4 All compensation awarded for any taking (or the proceeds of private sale in lieu thereof) of the Demised Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for Tenant's moving and relocation expenses or for the loss of Tenant's fixtures and other tangible personal property if a separate award for such Items is made to Tenant as long as such separate award does not reduce the amount of the award that would otherwise be awarded to Landlord, and subject to the terms of any mortgage or ground lease encumbering the Industrial Complex. 18.5 Notwithstanding anything to the contrary, Landlord may terminate the Lease with no further liability to Tenant if (i) less than ten percent (10%) 50% or more of the Premises or gross leasable area of the parking spaces are Industrial Complex is taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party if following any taking Landlord's mortgagee elects to terminate as herein provided, the Minimum Rent thereafter require Landlord to be paid shall be equitably reduced. If the Lease is not terminated pursuant apply all or a portion of such award to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphoutstanding indebtedness.

Eminent Domain. Section 1. If more than ten percent (10%) after the Commencement Date the whole or substantially all of the Subleased Premises or more than ten percent (10%) of the parking spaces shall be taken or appropriated by any public or quasi-public authority under the power of eminent domaindomain or by purchase in lieu thereof by any public, quasi-public or private authority, or condemned as unlawful, or suffer any damage that shall entitle Landlord to make a claim for injury to the Building arising to the level of a taking, direct or consequential, all herein referred to as "Taking," then this Sublease shall, at the election of Landlord by written notice to Subtenant, be terminated. Section 2. If after the Commencement Date: (i) the aggregate of all reductions of the floor area of the Subleased Premises shall equal or exceed twenty (20%) or more of the original floor area of the Subleased Premises; or (ii) the Building shall be permanently deprived of access by motor vehicle to and from a public street or private way, then, in either party hereto such case, Subtenant shall have the right, right at its option, election to terminate this Sublease by giving Landlord notice of its election within sixty thirty (6030) days after said takingsuch event; provided, however, in the case of (ii) that if Landlord shall have undertaken to terminate this Lease upon provide substitute access and Landlord shall have completed the same within thirty (30) days' written notice, Subtenant's notice of termination shall be void. Section 3. If (i) less than ten percent (10%) All damages awarded for any Taking, whether for the whole or a part of the Premises Subleased Premises, or the parking spaces are taken Building or (ii) more than ten percent (10%) otherwise, shall belong to and be the sole property of the Premises or Landlord whether such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid damages shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild awarded as compensation for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for diminishing the value of any unexpired term of this Leasethe Subleasehold, Tenant fee or otherwise, and Subtenant does hereby expressly assigns assign to Landlord any such right or claimall of its right, title, and interest thereto; provided, however, that Tenant Subtenant shall be entitled to receive and retain any separate award made amounts which may be specifically awarded to it by reason of the condemning authority solely for loss of its furniture or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises fixtures or for moving expenses. Subtenant agrees to execute and deliver any loss document necessary or desirable to confirm Landlord's rights under this Article XVI, Section 3. Section 4. If this Sublease shall not be terminated as provided in Article XVI, Section 1, Landlord shall, within a reasonable period of time after such damage, commence to restore the damage or destruction to the Subleased Premises. Landlord shall proceed with reasonable diligence to the completion of such restoration so that they shall have been restored as nearly as possible to the condition they were in prior to such damage. If Landlord fails to proceed with reasonable diligence or fails to complete restoration within ninety (90) days of its estimated completion date, Subtenant may, as its sole and exclusive remedy, terminate this Sublease by written notice to Landlord. If the net award after all costs and expenses incurred by Landlord in the collection thereof shall not be sufficient to restore the Building, Landlord may terminate this Sublease by written notice to that effect to the Subtenant. Section 5. During the period of restoration, the Annual Base Rent reserved hereunder shall be suspended or abated according to the proportion of the floor area of the Subleased Premises rendered unusable and Subtenant's Proportionate Share for all purposes shall be adjusted in accordance with Article III, Section 3. There shall be no abatement or suspension of Rent hereunder if there shall be no actual physical damage to such items the Subleased Premises, nor, in any case shall there be an abatement of TenantSubtenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant obligation to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraph.pay other charges due under this

Eminent Domain. If more than ten 18.1 In the event (a) thirty percent (1030%) or more of the floor area of the Demised Premises or more than ten (b) fifty percent (1050%) or more of the parking spaces shall building in which the Demised Premises are located (whether or not the Demised Premises are affected) should be taken or appropriated by for any public or quasi-public authority use under the power any governmental law, ordinance or regulation or by right of eminent domaindomain or by private purchase in lieu thereof, either party hereto shall have the right, at its option, then Landlord may terminate this lease. Landlord must give written notice to Tenant of such termination within sixty (60) days after said the occurrence of such taking. If this lease is so terminated, to terminate the rent will be abated during the unexpired portion of this Lease upon lease, effective on the date physical possession is taken by the condemning authority. 18.2 If less than (a) thirty percent (30) days' written notice. If (i) less than ten percent (10%) of the floor area of the Demised Premises or the parking spaces are taken or (iib) more less than ten fifty percent (1050%) of the building in which the Demised Premises are located (whether or such parking spaces not the Demised Premises are taken, but neither party elects to terminate affected) should be taken as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease aforesaid; or if this lease is not terminated pursuant to Section 18.1 above following a taking, then this lease will continue in effect following such taking, however, the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant minimum guaranteed rental payable hereunder during the unexpired portion of this lease will be reduced in proportion to the Premises not so area taken. If, during effective on the repair, restoration, or rebuilding required, date physical possession is taken by the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usablecondemning authority. In such case, Landlord must make all necessary repairs or alterations to the event remaining Demised Premises or, if an exhibit describing Landlord’s Work is attached to this lease, all necessary repairs within the scope of Landlord’s Work as described in such exhibit, as the case may be, required to make the remaining portions of the Demised Premises an architectural whole. 18.3 If any part of the Common Area should be taken as aforesaid, this lease will not terminate, nor will the rent payable hereunder be reduced, except that either Landlord or Tenant may terminate this lease if the size of the parking area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Project is less than seventy percent of the size of the parking area immediately prior to the taking. Any election to terminate this lease in accordance with this provision must be evidenced by written notice of termination delivered to the other party within thirty days after the date physical possession is taken by condemning authority. 18.4 All compensation awarded for any taking (or appropriation whatsoeverthe proceeds of private sale in lieu thereof) of the Demised Premises or Common Area is the property of Landlord, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of hereby assigns its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claimaward to Landlord; provided, however, that Landlord has no interest in any award made to Tenant shall be entitled to any for Tenant’s moving and relocation expenses or for the loss of Tenant’s fixtures and other tangible personal property if a separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items is made to Tenant as long as such separate award does not reduce the amount of Tenant's personal property. Nothing contained in this paragraph shall the award that would otherwise be any liability of Tenant awarded to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphLandlord.

Eminent Domain. If more the entire Premises, or so much thereof (but not less than ten percent (10%) 25% of the Premises or more than ten percent (10%) rentable area of the parking spaces Premises) as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, shall be taken or appropriated by any public or quasi-public authority under the power of eminent domaindomain or conveyed in lieu thereof, either party hereto may, by serving written notice upon the other party hereto within thirty (30) days thereafter, immediately terminate this Lease. If any substantial part of the Project excluding the Premises shall be taken or appropriated under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. If more than fifty percent (50%) of the “Bank Visitor Only” parking stalls described in Section 34.8, or more than twenty percent (20%) of all of the parking stalls at the Project, are taken, then, unless Landlord can replace same, or substitute reasonably comparable spaces for the taken spaces, Tenant shall have the right, at its option, within sixty (60) days after said taking, right to terminate this Lease upon by giving written notice received by Landlord within thirty (30) days' written notice. If (i) less than ten percent (10%) days after Tenant learns of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usabletaking. In the event either of any taking or appropriation whatsoeversuch events, Landlord shall be entitled receive (and Tenant shall assign to Landlord upon demand by Landlord) any and all awards and/or settlements income, rent, award or any interest therein which may be given paid in connection therewith, and Tenant shall have no claim against Landlord for any amounts whatsoeverpart of any sum so paid, and in no event shall Tenant have any claim whatsoever against Landlord whether or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for not attributable to the value of any the unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award (not reducing Landlord’s award) in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense and for Tenant’s relocation costs. If a part of the Premises shall be so taken, appropriated or conveyed and neither party hereto shall elect to so terminate this Lease, (i) Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the rentable area of the portion of the Premises so taken, appropriated or conveyed bears to the rentable area of the entire Premises, and (ii) if the Premises shall have been damaged as a consequence of such partial taking, appropriation or conveyance, Landlord shall, to the extent of any severance damages received by Landlord, restore the Premises continuing under this Lease; provided, however, that Landlord shall not be required to repair or restore any damage to the property of Tenant or to make any repairs to or restoration of any alterations, additions, fixtures or improvements installed on the Premises by or at the expense of Tenant, and Tenant shall pay any amount in excess of such severance damages required to complete such repairs or restoration. Notwithstanding anything to the contrary contained in this Section, if the temporary use or occupancy of any part of the Premises shall be taken or appropriated under the power of eminent domain or conveyed in lieu thereof during the term of this Lease, this Lease shall be and remain unaffected by such taking, appropriation or conveyance, and Tenant shall continue to pay in full all rent payable hereunder by Tenant during the term of this Lease; in the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive any separate award (not reducing Landlord’s award) made by to Tenant as compensation for loss of the condemning authority solely for use or on account occupancy of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to during the effective date of any termination term of this Lease. To the extent inconsistent with the above, each party hereto hereby waives the provisions of Section 1265.130 of the California Code of Civil Procedure allowing either party to petition a court to terminate this Lease pursuant to this paragraphin the event of a partial taking of the Premises.

Eminent Domain. If more than ten (i) twenty percent (1020%) or more of the floor area of the Premises, (ii) twenty percent (20%) or more of the available parking spaces located on the Land or (iii) land which deprives the parking areas located on the Property of access by motor vehicles to and from a public road is taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain or by private purchase in lieu thereof, then either party hereto shall have the right to terminate this Lease effective on the date physical possession is taken by the condemning authority or private purchaser. If less than twenty percent (20%) of the floor area of the Premises or more less than ten twenty percent (1020%) of the parking spaces shall be is taken or appropriated by for any public or quasi-public authority under use in said manner, then unless such taking deprives the power parking areas located on the Property of eminent domainaccess by motor vehicles to and from a public road, either then neither party hereto shall have the right, at its option, within sixty (60) days after said taking, right to terminate this Lease upon thirty (30) days' written noticeas a result of such taking. If (i) less than ten percent (10%) However, in the event any portion of the Premises or is taken and the parking spaces are taken or (ii) more than ten percent (10%) Lease not terminated, the rental specified herein shall be reduced during the unexpired term of this Lease in proportion to the area of the Premises so taken and the reduction shall be effective on the date physical possession is taken by the condemning authority or such parking spaces are taken, but neither party elects private purchaser. Any election to terminate as herein provided, the Minimum Rent thereafter to be paid this Lease following condemnation shall be equitably reducedevidenced only by written notice of termination delivered to the other party not later than fifteen (15) days after the date on which physical possession is taken by the condemning authority or private purchaser and shall be deemed effective as of the date of said taking. If If, however, the Lease is not terminated pursuant to the provisions hereof following any a partial taking condemnation, Landlord shall promptly repair, restore, make all necessary repairs or rebuild for occupancy alterations to the Building and Premises which are required to make the Building usable by Tenant subsequent to such taking. All compensation awarded for any taking (or the portion proceeds of private sale in lieu thereof) whether for the whole or a part of the Premises not so taken. IfPremises, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event property of any taking Landlord whether such award is compensation for damages to Landlord's or appropriation whatsoeverTenant's interest, provided Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein award made to Tenant for loss of business or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items taking of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant fixtures and other property within the Premises if a separate award for such items is made to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphTenant.

Eminent Domain. 16.1 If more than ten thirty percent (1030%) of the Premises or more than ten percent (10%) floor area of the parking spaces shall Demised Premises should be taken or appropriated by for any public or quasi-public authority use under the power any governmental law, ordinance or regulation or by right of eminent domaindomain or by private purchase in lieu thereof, either party hereto this lease shall have terminate and the rightrent shall be abated during the unexpired portion of this lease, at its optioneffective on the date physical possession is taken by the condemning authority. 16.2 If less than thirty percent (30%) of the floor area of the Demised Premises should be taken as aforesaid, within sixty this lease shall not terminate; however, the minimum guaranteed rental (60but not percentage rental) days after said payable hereunder during the unexpired portion of this lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alteration to the remaining premises or, if an Exhibit D is attached hereto, all necessary repairs or alterations within the scope of Landlord's Work as described in Exhibit D, as the case may be, required to make the remaining portions of the Demised Premises an architectural whole. 16.3 If any part of the Common Area should be taken as aforesaid, this lease shall not terminate, nor shall the rent payable hereunder be reduced, except that either Landlord or Tenant may terminate this lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Shopping Center shall be less than seventy percent (70%) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease upon lease in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty (30) days' written notice. If days after the date physical possession is taken by the condemning authority. 16.4 All compensation awarded for any taking (i) less than ten percent (10%or the proceeds of private sale in lieu thereof) of the Demised Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid Common Area shall be equitably reduced. If the Lease is not terminated pursuant property of Landlord, and Tenant hereby assigns its interest in any such award to the provisions hereof following any partial taking Landlord shall promptly repairLandlord, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoeverprovided,however, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord interest in any award made by Tenant for any amounts whatsoever, Tenant's moving and in no event shall Tenant have any claim whatsoever against Landlord relocation expenses or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's fixtures and other tangible personal property. Nothing contained in this paragraph shall be any liability of Tenant property if a separate award for such items if made to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphTenant.

Eminent Domain. 33.1 If more than ten percent (10%) all or substantially all of the Demised Premises or more than ten percent (10%) the Building or a substantial portion of the parking spaces Land should be acquired or condemned by eminent domain by any Governmental Authority, then Landlord or Tenant may terminate this Lease as of the date when title vests pursuant to such taking. In such event, the rent shall be taken apportioned as of said expiration date and any rent paid for any period beyond said date and in excess of amounts owing by Tenant to Landlord shall be repaid to Tenant. 33.2 In the event of a taking of less than all or appropriated by any public or quasi-public authority under substantially all of the power of eminent domainDemised Premises, either party hereto Landlord shall have the rightright to equitably reduce the Demised Premises, at its optionTenant's Occupancy Percentage, within sixty (60) days after said takingthe Minimum Rent and the Allotted Parking, and this Lease shall continue in full force and effect. Notwithstanding the foregoing, Tenant shall have the right to terminate this Lease upon if the area of the Demised Premises shall not be reasonably sufficient for Tenant to continue feasible operation of its business. 33.3 Landlord or Tenant may exercise its respective right(s) to terminate this Lease under Section 33.1 or 33.2 by giving written notice to the other within thirty (30) days' written notice. If (i) less than ten percent (10%) days after the date of the Premises or the parking spaces are taken or (ii) vesting of title in such proceeding, specifying a date not more than ten percent fifteen (10%15) days after the giving of such notice as the Premises or date for such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following termination. 33.4 Neither Tenant nor any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant Sublessee shall-have any claim whatsoever against Landlord in any condemnation or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or eminent domain proceeding for the value of any unexpired term of this Leasethe Lease with respect to the Demised Premises or any portion thereof, and Tenant hereby expressly assigns to Landlord Tenant's entire interest in any such right or claim; provided, however, that award. Although Tenant shall not be entitled to any part of the award for such taking or any payment in lieu thereof, Tenant (or any Sublessee) may file a separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or claim for any loss taking of fixtures and improvements owned by Tenant (or damage to such items of TenantSublessee) which have not become Landlord's personal property. Nothing contained , and for moving expenses, provided the same shall in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphno way affect or diminish Landlord's award.

Eminent Domain. 13.1 If more than ten percent (10%) all or any part of the Premises is condemned or more than ten percent (10%) of the parking spaces shall be taken or appropriated by in any manner for public or quasi-public authority under use, including, but not limited to, a conveyance or assignment in lieu of a condemnation or taking, this Lease shall terminate as to the power part so taken on the earlier to occur of eminent domainthe date of the vesting of title or the date of dispossession of Tenant as a result of such condemnation or taking, and either party hereto Landlord or Tenant shall have the rightright to terminate this Lease as to the balance of the Premises by written notice to the other party within thirty (30) days if the portion of the Premises taken shall be of such extent and nature as to render the balance of the Premises untenantable and unusable by Tenant if any part of the Building other than the Premises is condemned or otherwise taken so as to require in the opinion of Landlord, at its optiona substantial alteration or reconstruction of the remaining portions thereof, this Lease may be terminated by Landlord, as of the earlier of the date of the vesting of title, or the date of dispossession as a result of such condemnation or taking, by written notice to Tenant within sixty (60) days after said taking, following notice to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) Landlord of the Premises date on which said vesting or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduceddispossession will occur. If the Lease is not terminated pursuant to the provisions hereof following any partial taking so terminated, Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant proceed to repair and reconstruct the remaining portion of the Premises not so taken. If, during Building to the repair, restoration, or rebuilding required, the Premises extent insurance and condemnation proceeds are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, available to do so. 13.2 Landlord shall be entitled to the entire award in any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for condemnation proceeding or other proceeding, including, without limitation, any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or award made for the value of any unexpired term of the leasehold estate created by this Lease. No award for any partial or entire taking shall be apportioned, and Tenant hereby expressly assigns to Landlord any award that may be made in such right condemnation or claimother taking, together with any and all rights of Tenant now or hereafter arising in or to same or any part thereof, provided, however, that nothing contained herein shall be deemed to give Landlord any interest in or to require Tenant to assign to Landlord any award made to Tenant specifically for its relocation expenses or the taking of personal property and fixtures belonging to Tenant. 13.3 In the event of a partial condemnation or other taking that does not result in a termination of this Lease as to the entire Premises, the Rent and Additional Charges shall ▇▇▇▇▇ in the proportion that the rentable area of the Premises taken by such condemnation or other taking bears to the total rentable area of the Premises. 13.4 If all or any portion of the Premises is condemned or otherwise taken for public or quasi-public use for a limited period of time not to exceed 180 days, this Lease shall remain in full force and effect and Tenant shall continue to perform all of the terms, conditions and covenants of this Lease; provided, however, that Tenant the Rent and Additional Charges shall ▇▇▇▇▇ during such limited period in the proportion that the rentable area of the Premises rendered untenantable and unusable as a result of such condemnation or other taking bears to the total rentable area of the Premises. Landlord shall be entitled to any separate receive the entire award made by in connection with any such temporary condemnation or other taking. 13.5 Tenant hereby waives and releases any right to terminate this Lease under Sections 1265.120 and 1265,130 of the condemning authority solely for or on account California Code of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixturesCivil Procedure, or equipment from the Premises under any similar law, statute or for any loss of ordinance now or damage to such items of Tenant's personal property. Nothing contained hereafter in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragrapheffect.

Eminent Domain. If more than ten percent (10%) of Should the Premises Premises, or more than ten percent (10%) of the parking spaces shall any part thereof or interest therein, be taken or appropriated damaged by reason of any public improvement, eminent domain or quasi-public authority under the power of eminent domainother similar proceeding, either party hereto shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore"Condemnation"), or rebuild for occupancy by Tenant should Mortgagor receive any notice or other information regarding such proceeding, Mortgagor shall give prompt written notice thereof to Mortgagee, and the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent following provisions shall be abated until the Premises are restored and usable. apply: (a) In the event of a Condemnation (x) requiring $50,000 or more to restore the Premises to the same value and character as existed before the Condemnation or (y) requiring less than $50,000 to so restore occurring after an. Event of Default has occurred and while such Event of Default is continuing hereunder: (i) Mortgagee shall receive all compensation, awards and other payments of relief therefor made or granted for the benefit of Mortgagor. Mortgagee shall have the exclusive right to settle, adjust or compromise any taking or appropriation whatsoever, Landlord claim and shall be entitled entitled, at Mortgagee's option, to commence, appear in and prosecute in its own name any action or proceedings. All such compensation, awards, damages, rights of action and all awards and/or settlements which proceeds awarded to Mortgagor (the "Proceeds") shall be deemed assigned to Mortgagee, and Mortgagor agrees to execute such further assignments of the Proceeds as Mortgagee may be given require. Such assignment shall not relieve Mortgagor of its obligations to continue to pay and Tenant perform the obligations and indebtedness secured hereby or such portion thereof as remains unpaid after any application by Mortgagee, pursuant to this Section 1.15, of the Proceeds to the obligations or indebtedness so secured. (ii) Mortgagee shall have no claim against Landlord the right to apply all such Proceeds, after deducting therefrom all costs and expenses (regardless of the particular nature thereof and whether incurred with or without suit), including reasonable attorneys' fees, incurred by it in connection with the collection of such Proceeds, to the indebtedness secured hereby. Such application or release shall not, by itself, cure or waive any default hereunder or notice of default under this Mortgage or invalidate any act done pursuant to such notice. (b) In the event of a condemnation of less than all or substantially all of the Premises and so long as an Event of Default shall not have occurred hereunder (or if an Event of Default shall have occurred hereunder but Mortgagee shall not have elected to avail itself of its rights under subparagraph (a)): (i) Mortgagor shall have the exclusive right to settle, adjustment or compromise any claim, but Mortgagee shall have the right to monitor the settlement process and the consent of Mortgagee shall be required for any amounts whatsoeversettlement, and in no event shall Tenant have any claim whatsoever against Landlord adjustment or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value compromise of any unexpired term such claim in excess of this Lease, Tenant hereby expressly assigns $50,000. (ii) Provided that (a) Mortgagee is satisfied that there are sufficient Proceeds to Landlord any such right or claim; provided, however, that Tenant shall be entitled complete restoration of the Improvements to any separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose same value and character as extended prior to the effective date Condemnation and to fulfill Mortgagor's obligations with respect to the indebtedness secured hereby, Mortgagee shall apply the net Proceeds to restoration of the Improvements on the terms and subject to the conditions set forth in Section 1.06(b)(iii). (iii) If, prior to the commencement of restoration, or at any time during restoration, the estimated cost of restoration, as determined by Mortgagee, exceeds the net Proceeds, such difference shall be paid by Mortgagor to Mortgagee for deposit into the Restoration Account and disbursed prior to the disbursement of any termination Proceeds. Any sum so added by Mortgagor which remains in the Restoration Account upon completion of this Lease pursuant restoration shall be refunded by Mortgagor. All Proceeds, if any, remaining after completion of restoration or after the occurrence of an Event of Default hereunder shall be applied by Mortgagee to this paragraphthe then outstanding principal balance of the indebtedness secured hereby.

Eminent Domain. SECTION 1. If more than ten percent (10%) the whole of the Premises building or more than ten percent (10%) of the parking spaces shall be premises is lawfully taken by condemnation or appropriated by under threat thereof or in any other manner for any public or quasi-public authority purpose, this Lease shall terminate as of the date of such taking, and rent shall be prorated to such date. If less than the whole of the building or premises is so taken, this Lease shall be unaffected by such taking, provided that: a) TENANT shall have the right to terminate this Lease by notice to LANDLORD given within ninety (90) days after the date of such taking if twenty percent (20%) or more of the premises is taken and the remaining area of the premises is not reasonably sufficient for TENANT to continue operation of its business, and b) LANDLORD shall have the right to terminate this Lease by notice to TENANT given within ninety (90) days after the date of such taking. If either LANDLORD or TENANT so elects to terminate this Lease, the Lease shall terminate on the thirtieth (30th) day after either such notice. The rent shall be prorated to the date of termination. If this Lease continues in force upon such partial taking, the base rent and TENANT'S proportionate share shall be equitably adjusted according to the remaining rentable area of the premises and project. SECTION 2. In the event of a partial taking of the premises, or transfer under threat thereof, which does not result in a termination of this Lease, LANDLORD shall restore the remaining portion of the premises as nearly as practicable to its condition prior to the condemnation or taking. TENANT shall be responsible, at its sole cost and expense, for the repair, restoration, replacement of any leasehold improvements previously constructed by TENANT and TENANT'S property. SECTION 3. Except for the value allocated to alterations and additions made by TENANT after the date of this Lease, all other damages awarded for such taking under the power of eminent domain, either party hereto shall have whether for the right, at its option, within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) whole or a part of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are takenleased premises, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repairproperty of LANDLORD, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent whether such damages shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord awarded as compensation for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises leasehold or any Leasehold improvements therein or for to the value fee of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claimthe leased premises; provided, however, that Tenant LANDLORD shall not be entitled to any separate award made by the condemning authority solely to TENANT for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of business, depreciation to and cost of removal of stock and fixtures or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant other separate awards payable to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphTENANT.

Eminent Domain. 21.1 If more than ten twenty percent (1020%) of the Premises or more than ten percent (10%) floor area of the parking spaces shall Demised Premises should be taken or appropriated by for any public or quasi-public authority use under the power any governmental law, ordinance or regulation or by right of eminent domaindomain or by private purchase in lieu thereof, either party hereto this Lease shall have terminate and the rightrent shall be abated during the unexplored portion of this Lease, at its optioneffective on the date physical possession is taken by the condemning authority. 21.2 If less than twenty percent (20%) of the floor area of the Demised Premises should be taken as aforesaid, within sixty this Lease shall not terminate, however, the minimum guaranteed rental (60but not percentage rental) days after said payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s work to make the Demised Premises an architectural whole. 21.3 If any part of the Common Area shall be taken aforesaid, this Lease shall not terminate, nor shall the rent payable hereunder be reduced except that either Landlord or Tenant may terminate this Lease upon if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Shopping Center shall be less than seventy percent (70%) in the area of the Common Area immediately prior to the taking. Any election to terminate in accordance with this provision shall be evidenced by written Notice of termination delivered to the other party within thirty (30) days' written notice. If days after the date physical possession is taken by the condemning authority. 21.4 All compensation awarded for any taking (i) less than ten percent (10%or the proceeds of private sale in lieu thereof) of the Demised Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid Common Area shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repairproperty of Landlord, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of hereby assigns its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claimaward to Landlord; provided, however, that Landlord shall have no interest in any award made to Tenant shall be entitled to any for loss of business or for the taking of Tenant’s fixtures and other property if a separate award made by the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of is made to Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraph.

Eminent Domain. If more the entire Premises, or so much thereof (but not less than ten percent (10%) 25% of the Premises or more than ten percent (10%) rentable area of the parking spaces Premises) as to render the balance thereof not reasonably usable for the conduct of Tenant's business, shall be taken or appropriated by any public or quasi-public authority under the power of eminent domaindomain or conveyed in lieu thereof, either party hereto shall have may, by serving written notice upon the right, at its option, other party hereto within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written noticedays thereafter, immediately terminate this Lease. If (i) less than ten percent (10%) any substantial part of the Project excluding the Premises or the parking spaces are shall be taken or (ii) more than ten percent (10%) appropriated under the power of the Premises eminent domain or such parking spaces are takenconveyed in lieu thereof, but neither party elects to Landlord may so terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usablethis Lease. In the event either of any taking or appropriation whatsoeversuch events, Landlord shall be entitled receive (and Tenant shall assign to Landlord upon demand by Landlord) any and all awards and/or settlements income, rent, award or any interest therein which may be given paid in connection therewith, and Tenant shall have no claim against Landlord for any amounts whatsoeverpart of any sum so paid, and in no event shall Tenant have any claim whatsoever against Landlord whether or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for not attributable to the value of any the unexpired term Term of this Lease. If a part of the Premises shall be so taken, Tenant hereby expressly assigns appropriated or conveyed and neither party hereto shall elect to so terminate this Lease, (i) Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the rentable area of the portion of the Premises so taken, appropriated or conveyed bears to the rentable area of the entire Premises, and (ii) if the Premises shall have been damaged as a consequence of such partial taking, appropriation or conveyance, Landlord shall, to the extent of any such right or claimseverance damages received by Landlord, restore the Premises continuing under this Lease; provided, however, that Landlord shall not be required to repair or restore any damage to the property of Tenant or to make any repairs to or restoration of any alterations, additions, fixtures or improvements installed on the Premises by or at the expense of Tenant, and Tenant shall pay any amount in excess of such severance damages required to complete such repairs or restoration. Notwithstanding anything to the contrary contained in this Section, if the temporary use or occupancy of any part of the Premises shall be taken or appropriated under the power of eminent domain or conveyed in lieu thereof during the Term of this Lease, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all rent payable hereunder by Tenant during the Term of this Lease; in the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to any receive a separate award made by (not reducing Landlord's award) as compensation for loss of the condemning authority solely for use or on account occupancy of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to during the effective date of any termination Term of this Lease. To the extent that it is inconsistent with the above, each party hereto hereby waives the provisions of Section 1265.130 of the California Code of Civil Procedure allowing either party to petition a court to terminate this Lease pursuant to this paragraphin the event of a partial taking of the Premises.

Eminent Domain. If more than ten percent (10%) In the event that the entire Premises shall at any time after execution of the Premises or more than ten percent (10%) of the parking spaces shall this Lease be taken or appropriated by any in public or quasi-public authority use or condemned under the power of eminent domain, either party hereto then this Lease shall terminate and expire effective the date of such taking and any prepaid rent or unearned charges shall be refunded to Tenant. Tenant shall have the right, at its option, within sixty (60) days after said taking, to terminate right of termination of this Lease upon with an appropriate refund of prepaid rent or unearned charges, if, as a result of such eminent domain proceeding or other governmental or quasi-public action: (a) Any portion of the Premises shall be taken and the remaining portion shall be unsuitable for Tenant's continued business operations, determined in Tenant's sole business judgments; or (b) The total number of parking spaces established for the Premises shall be reduced by twenty percent (20%) or more, or Tenant, its customers, agents, employees and visitors are for more than thirty (30) days' written noticedays denied reasonable access to the Premises or parking areas. If Should Tenant elect to remain in the Premises under the circumstances described in subparagraph (i) less than ten percent (10%) a), then rent shall be reduced for the remainder of the term thereafter in proportion to the amount of the Premises taken. All damages awarded in connection with the taking of the Premises whether permitted as compensation for diminution in value to the leaseholdor the fee of the Premises or for taking of any portion of the parking spaces are taken or (ii) more than ten percent (10%) of Property shall belong to Landlord, provided, however, if Tenant has made any leasehold improvements to the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant structural changes to the provisions hereof following any partial taking Landlord shall promptly repairPremises with Landlord's written approval and at its own expense (regardless of when made), restore, or rebuild for occupancy by Tenant the portion of the Premises and not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usable. In the event of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord an award for any amounts whatsoeverunamortized balance of Tenant's cost thereof amortized over the useful life thereof, and in no not to exceed ten (10) years. In the event shall Tenant have any claim whatsoever against Landlord or the condemning authority for shall not make a separate award therefor, Landlord shall make a claim therefor on behalf of Tenant and if such claim is allowed, assign the loss or diminution in value portion of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Leaseaward equal to such unamortized cost to Tenant. In addition, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that Tenant shall be entitled to any separate claim an award made by from the condemning authority solely for or on account loss of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandisebusiness, trade DAMAGE to merchandise and fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphremoval and reinstallation costs and moving expenses.

Eminent Domain. If more than ten percent (10%i) --------------------------- -------------- Mortgagor, promptly upon obtaining knowledge of any pending or threatened institution of any proceedings for the condemnation of the Premises Premises, or more than ten percent (10%) of the parking spaces shall be taken or appropriated by any public or quasi-public authority under the power right of eminent domain, either party hereto shall have or of any other proceedings arising out of injury or damage to or decrease in the rightvalue of the Premises, including a change in grade of any street, will notify Mortgagee of the threat or pendency thereof. Mortgagee may participate in any such proceedings, and Mortgagor from time to time will execute and deliver to Mortgagee all reasonable instruments requested by Mortgagee or as may be required to permit such participation. Mortgagor shall, at its optionexpense, within sixty (60) days after said takingdiligently prosecute any such proceedings, shall deliver to terminate this Lease upon thirty (30) days' written notice. If (i) less than ten percent (10%) Mortgagee copies of the Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are takenall papers served in connection therewith and shall consult and cooperate with Mortgagee, but neither party elects to terminate as herein providedits attorneys and agents, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored carrying on and usable. In the event defense of any taking or appropriation whatsoever, Landlord shall be entitled to any and all awards and/or settlements which may be given and Tenant shall have no claim against Landlord for any amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for the value of any unexpired term of this Lease, Tenant hereby expressly assigns to Landlord any such right or claimproceedings; provided, however, that Tenant no settlement in -------- ------- excess of $100,000 of any such proceeding shall be made by Mortgagor without Mortgagee's consent. Notwithstanding any taking by eminent domain or other governmental action causing injury to, or decrease in value of, the Premises and creating a right to compensation therefor, including, without limitation, the change of the grade of any street, Mortgagor shall continue to pay interest, computed at the rate reserved in the Term Notes, on the entire unpaid principal amount thereof, until the award or compensation for such taking or other action shall have been actually received by Mortgagee. Mortgagee shall have the right to apply such award or compensation first, to reimburse Mortgagee ----- for all costs and expenses incurred in connection with the collection of such award or compensation, and, second, the remainder shall be applied, prior to the ------ occurrence of an Event of Default, to Mortgagor solely for the restoration or rebuilding, in whole or in part, of the portion of the Premises so subject to such governmental action; provided, however, that any funds in excess of the -------- ------- amount needed to restore or rebuild the Premises shall be applied towards the payment of all or any part of the Obligations; and provided further, however, ---------------- ------- that such funds held by Mortgagee to be applied to the restoration or rebuilding of the Premises shall be so held without payment or allowance of interest thereon and shall be paid out from time to time upon compliance by Mortgagor with such reasonable provisions and requirements as may be imposed by Mortgagee. Upon the occurrence of an Event of Default, Mortgagee may retain the remainder of such award or compensation in payment of all or any part of the Obligations. Notwithstanding anything herein or at law or equity to the contrary, none of the awards paid to Mortgagee shall be deemed trust funds and Mortgagee shall be entitled to any separate award made by dispose of the condemning authority solely for or on account of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained same as provided in this paragraph shall be any liability of Tenant to Landlord which arose prior to the effective date of any termination of this Lease pursuant to this paragraphSection 13.

Eminent Domain. If more the entire Premises, or so much thereof (but not less than ten percent (10%) 25% of the Premises or more than ten percent (10%) rentable area of the parking spaces Premises) as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, shall be taken or appropriated by any public or quasi-public authority under the power of eminent domaindomain or conveyed in lieu thereof, either party hereto shall have may, by serving written notice upon the right, at its option, other party hereto within sixty (60) days after said taking, to terminate this Lease upon thirty (30) days' written noticedays thereafter, immediately terminate this Lease. If (i) less than ten percent (10%) any substantial part of the Project excluding the Premises or the parking spaces are shall be taken or (ii) more than ten percent (10%) appropriated under the power of the Premises eminent domain or such parking spaces are takenconveyed in lieu thereof, but neither party elects to Landlord may so terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or rebuild for occupancy by Tenant the portion of the Premises not so taken. If, during the repair, restoration, or rebuilding required, the Premises are not usable in the reasonable opinion of Tenant, the Rent shall be abated until the Premises are restored and usablethis Lease. In the event either of any taking or appropriation whatsoeversuch events, Landlord shall be entitled receive (and Tenant shall assign to Landlord upon demand by Landlord) any and all awards and/or settlements income, rent, award or any interest therein which may be given paid in connection therewith, and Tenant shall have no claim against Landlord for any amounts whatsoeverpart of any sum so paid, and in no event shall Tenant have any claim whatsoever against Landlord whether or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any Leasehold improvements therein or for not attributable to the value of any the unexpired term Term of this Lease. If a part of the Premises shall be so taken, Tenant hereby expressly assigns appropriated or conveyed and neither party hereto shall elect to so terminate this Lease, (i) Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the rentable area of the portion of the Premises so taken, appropriated or conveyed bears to the rentable area of the entire Premises, and (ii) if the Premises shall have been damaged as a consequence of such partial taking, appropriation or conveyance, Landlord shall, to the extent of any such right or claimseverance damages received by Landlord, restore the Premises continuing under this Lease; provided, however, that Landlord shall not be required to repair or restore any damage to the property of Tenant or to make any repairs to or restoration of any alterations, additions, fixtures or improvements installed on the Premises by or at the expense of Tenant, and Tenant shall pay any amount in excess of such severance damages required to complete such repairs or restoration. Notwithstanding anything to the contrary contained in this Section, if the temporary use or occupancy of any part of the Premises shall be taken or appropriated under the power of eminent domain or conveyed in lieu thereof during the Term of this Lease, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all rent payable hereunder by ▇▇▇▇▇▇ during the Term of this Lease; in the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to any receive a separate award made by (not reducing Landlord’s award) as compensation for loss of the condemning authority solely for use or on account occupancy of any loss or expense which Tenant may sustain or incur in removing ▇▇▇▇▇▇'s merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this paragraph shall be any liability of Tenant to Landlord which arose prior to during the effective date of any termination Term of this Lease. To the extent that it is inconsistent with the above, each party hereto hereby waives the provisions of Section 1265.130 of the California Code of Civil Procedure allowing either party to petition a court to terminate this Lease pursuant to this paragraphin the event of a partial taking of the Premises.