Common use of Condemnation Clause in Contracts

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

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

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

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

Condemnation. If Except as provided to the whole contrary in this Section 19, this Lease shall not terminate and shall remain in full force and effect in the event of a taking or any material part condemnation of the Premises (a “Taking”), or any portion thereof, and Tenant hereby waives all rights under applicable law to xxxxx, reduce or offset rent by reason of such Taking. If during the Project Term all or substantially all (a “Complete Taking”) or a smaller portion (a “Partial Taking”) of the Premises is taken for or condemned by any competent public or quasi-public use under governmental lawauthority, ordinancethen (a) in the case of a Complete Taking, Tenant may at its election made within thirty (30) days of the effective date of such Taking, terminate this Lease and remove the Facility from the Portfolio effective as of the effective date of such termination, or regulation(b) in the case of a Partial Taking, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned abated to the same extent as of said date. If part the resulting diminution in Fair Market Value of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage applicable portion of the Premises, Tenant’s Share . The resulting diminution in Fair Market Value on the effective date of Operating Expenses and the Rent payable hereunder during the unexpired Term a Partial Taking shall be reduced as established pursuant to such extent as may be fair and reasonable under the circumstancesExhibit “G”. Upon any such Taking, Landlord alone shall be entitled to receive and retain any award for a taking or condemnation other than a temporary taking; provided, however, Tenant shall be entitled to submit its own claim in the entire price or award from event of any such Taking without any payment taking or condemnation with respect to Tenant, and Tenant hereby assigns to Landlord the value of Tenant’s interestleasehold interest in any portion of the Premises and/or the relocation costs incurred by Tenant as a result thereof. In the event of a temporary taking of less than all or substantially all of the Premises, if any, in such award. Tenant shall have the right, be entitled to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses receive and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives retain any and all rights it might otherwise have pursuant to any provision of state law to terminate awards for the temporary taking and the Rent due under this Lease upon a partial Taking shall be not be abated during the period of the Premises or the Projectsuch temporary taking.

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

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

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

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

Condemnation. If the whole or any material part substantially the whole of the Premises or the Project is 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 should be sold to the condemning authority in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Projectcondemnation, then upon written notice by Landlord this Lease shall terminate and Rent as of the date when physical possession of the Premises is taken by the condemning authority. If less than the whole or substantially the whole of the Complex, Building or the Premises is thus taken or sold, Lessor (whether or not the Premises are affected thereby) may terminate this Lease by giving written notice thereof to Lessee within sixty (60) days after the right of election accrues, in which event this Lease shall terminate as of the date when physical possession of such portion of the Complex or Building or Premises is taken by the condemning authority. If upon any such taking or sale of less than the whole or substantially the whole of the Complex or Building or the Premises this Lease shall not be thus terminated, the Base Rental payable thereunder shall be apportioned as of said date. If diminished by an amount representing that part of the Premises Base Rental as shall properly, in Lessor's reasonable judgment, be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore allocable to the portion of the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price which was so taken or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interestsold or affected, if any, in such award. Tenant shall have and Lessor shall, at Lessor's sole expense, restore and reconstruct the rightComplex, Building or the Premises, as the case may be, to substantially their former condition to the extent that same the same, in Lessor's judgment, may be feasible; Lessor shall not diminish Landlord’s award, in any event be required to make a separate claim against the condemning authority (but not Landlord) spend for such work an amount in excess of the amount received by Lessor as compensation as may awarded upon a taking of any part or all of the Complex, Building or the Premises, and Lessee shall not be separately awarded or recoverable by Tenant for moving expenses entitled to and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby expressly waives any and all rights it might otherwise have pursuant claim to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectsuch compensation.

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

Condemnation. If Either party may terminate this Lease if the whole or any material part of the Premises shall be taken or the Project is taken condemned for any public or quasi-public use under governmental lawLaw, ordinance, by eminent domain or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”). Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building, and Property or Project which would leave the Taking would remainder of the Building or the Project unsuitable for use as an office building or an office project in Landlord’s reasonable judgmenta manner comparable to the use of the Building or the Project prior to the Taking. In order to exercise its right to terminate the Lease, either prevent Landlord or materially interfere with Tenant’s use , as the case may be, must provide written notice of termination to the other within 45 days after the terminating party first receives notice of the Taking. Any such termination shall be effective as of the date the physical taking of the Premises or materially interfere with or impair Landlord’s ownership or operation the portion of the ProjectBuilding, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said dateProperty or Project occurs. If part of the Premises shall be Taken, and this Lease is not terminated as provided aboveterminated, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, the Building’s allocable percentage of the Project and Tenant’s Share shall, if applicable, be appropriately adjusted. In addition, Rent for any portion of Operating Expenses and the Rent payable hereunder Premises taken or condemned shall be abated during the unexpired Term of this Lease effective when the physical taking of the portion of the Premises occurs. All compensation awarded for a Taking, or sale proceeds, shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon property of Landlord, any such Taking, Landlord shall be entitled right to receive the entire price compensation or award from any such Taking without any payment to proceeds being expressly waived by Tenant. However, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make may file a separate claim against the condemning authority (but not Landlord) at its sole cost and expense for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixturesProperty and Tenant’s reasonable relocation expenses, if a separate provided the filing of the claim does not diminish the award for such items is made to Tenantwhich would otherwise be receivable by Landlord. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking Section 1265.130 of the Premises California Code of Civil Procedure, or the Projectany similar or successor Laws.

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

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

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

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

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

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

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

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

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

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

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

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

Condemnation. 17.1 If at any time during the whole Term all or any material part substantially all of the Premises or the Project is shall be taken for any public or quasi-public use under governmental law, ordinance, or regulation, purpose by any competent lawful power or authority by the exercise of the right of condemnation or eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”)agreement among Landlord, Tenant and those authorized to exercise such right, this Lease and the Taking would Term shall terminate and expire on the later of (a) the date that title to the Premises vests in Landlord’s reasonable judgment, either prevent the condemning authority or materially interfere with Tenant’s use (b) the date of transfer of possession of the Premises or materially interfere with or impair Landlord’s ownership or operation of to the Project, then upon written notice by Landlord this Lease shall terminate condemning authority. The Fixed Annual Rent and Additional Rent (other than assessments) shall be apportioned as of said datethe date of such termination. For the purposes of this Article 17, a taking or condemnation of substantially all of the Premises as distinguished from a taking of all or a portion of the Premises shall mean a taking of such scope that the portion of the Premises not so taken is insufficient to permit the improvements on the portion of the Premises not so taken, to be repaired so as to constitute a complete tenantable, rentable building. If, within thirty (30) days after title shall vest in the condemning power or authority, Landlord and Tenant cannot agree upon whether or not substantially all of the Premises shall have been taken, the dispute shall be determined by arbitration in accordance with Article 35. If part substantially all but not all of the Premises shall be Takenso taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the portion of the Premises and any improvements thereon not so taken shall be sold at a public sale (at which Landlord and Tenant shall be free to bid) within three (3) months after the Project as nearly as is commercially reasonable under vesting of title in the circumstances condemning power or authority. The net proceeds of such sale shall be added to their condition prior to and deemed part of the net condemnation award. The condemnation award or compensation, the proceeds of any such partial Taking sale, all damages accruing by reason of such taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interestinterest thereon, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and after deduction of all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectcosts of collection including attorneys’ fees (“Award”), shall be distributed as provided in this Article 17.

Condemnation. If Except as provided to the whole contrary in this Section 18, this Lease shall not terminate and shall remain in full force and effect in the event of a taking or condemnation of the Premises, or any material part portion thereof, and Lessee hereby waives all rights under applicable law to xxxxx, reduce or offset rent by reason of such taking. If during the Term all or substantially all (a “Complete Taking”) or a smaller portion (a “Partial Taking”) of the Premises or the Project is taken for or condemned by any competent public or quasi-public use under governmental lawauthority, ordinancethen (a) in the case of a Complete Taking, or regulationLessee may at its election made within thirty (30) days of the effective date of such Taking, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), terminate this Lease and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and current Rent shall be apportioned equitably abated as of said date. If part the effective date of such termination, or (b) in the case of a Partial Taking, the Rent shall be abated to the same extent as the resulting diminution in Fair Market Value of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage applicable portion of the Premises, Tenant’s Share . The resulting diminution in Fair Market Value on the effective date of Operating Expenses and the Rent payable hereunder during the unexpired Term a Partial Taking shall be reduced as established pursuant to such extent as may be fair and reasonable under the circumstancesExhibit “E”. Upon any such Taking, Landlord Lessor alone shall be entitled to receive and retain any award for a taking or condemnation other than a temporary taking; provided, however, Lessee shall be entitled to submit its own claim in the entire price or award from event of any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, taking or condemnation with respect to the extent that same value of Lessee’s leasehold interest in any portion of the Premises and/or the relocation costs incurred by Lessee as a result thereof. In the event of a temporary taking of less than all or substantially all of the Premises, Lessee shall not diminish Landlord’s award, be entitled to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses receive and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives retain any and all rights it might otherwise have pursuant to any provision of state law to terminate awards for the temporary taking and the Rent due under this Lease upon a partial Taking shall be not be abated during the period of the Premises or the Projectsuch temporary taking.

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

Condemnation. If the whole or any material part of the Premises or the Project is shall be taken for any public or quasi-public use use, under governmental law, ordinance, or regulation, any statute or by right of eminent domain, domain or by private purchase in lieu thereof (a “Taking” or “Taken”)thereof, and only a part thereof remains which is susceptible of occupation hereunder, this Lease shall, as to the Taking would part so taken, terminate as of the day before title vests in the condemnor or purchaser (“Vesting Date”) and Base Monthly Rent payable hereunder shall be adjusted so that Tenant is required to pay for the remainder of the Lease Term only such portion of Base Monthly Rent as the value of the part remaining after such taking bears to the value of the entire Premises prior to such taking, as reasonably determined by Landlord’s reasonable judgment. Further, either prevent or materially interfere with Tenant’s use in the event of such partial taking, Landlord shall have the option to terminate this Lease as of the Vesting Date. If all of the Premises or materially interfere such part thereof be taken so that there does not remain a portion susceptible for occupation hereunder, this Lease shall terminate on the Vesting Date. If part or all of the Premises be taken, all compensation awarded upon such taking shall go to Landlord, and Tenant shall have no claim thereto; except Landlord shall cooperate with Tenant, without cost to Landlord, to recover compensation for the unamortized cost of any Alterations paid for by Tenant and not paid or impair Landlordreimbursed through the Work Allowance, or for Tenant’s ownership or operation moving costs. If there is a taking of any parking areas within the Project, and substitute parking cannot be provided within the Project by means of restriping the remaining existing parking areas within the Project, then upon written notice by Landlord the parking allocated to Tenant under this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenantproportionately reduced. Tenant hereby waives the provisions of California Code of Civil Procedures Section 1265.130 and any similar Law now or hereafter in effect, and all rights it might otherwise have pursuant to any provision the provisions of state law to terminate this Lease upon Section 17 shall govern in the case of a partial Taking of the Premises or the Projecttaking.

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

Condemnation. If the whole or Either party may terminate this Lease if any material part of the Premises or the Project is taken or condemned for any public or quasi-public use under governmental lawLaw, ordinance, by eminent domain or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and . Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building or Property which would in have a material adverse effect on Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use ability to profitably operate the remainder of the Building. Tenant may also terminate this Lease if there is a Taking of a material part of the Building such that Tenant is prevented from accessing the Premises or materially interfere with otherwise utilizing the Premises for the purposes described herein. The terminating party shall provide written notice of termination to the other party within 45 days after it first receives notice of the Taking. The termination shall be effective as of the effective date of any order granting possession to, or impair vesting legal title in, the condemning authority. If this Lease is not terminated, Base Rent and Tenant’s Pro Rata Share shall be appropriately adjusted to account for any reduction in the square footage of the Building or Premises. All compensation awarded for a Taking shall be the property of Landlord. The right to receive compensation or proceeds are expressly waived by Tenant, provided, however, Tenant may file a separate claim for Tenant’s Property and Tenant’s reasonable relocation expenses, provided the filing of the claim does not diminish the amount of Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said dateaward. If only a part of the Premises shall be Taken, is subject to a Taking and this Lease is not terminated as provided aboveterminated, Landlord shall promptly Landlord, with reasonable diligence, will restore the remaining portion of the Premises and the Project as nearly as is commercially reasonable under practicable to the circumstances to their condition immediately prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

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

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

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

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

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

Condemnation. If the whole Leased Premises shall be taken or condemned (or conveyed in lieu of any material part of the Premises such taking or the Project is taken condemnation) for any public purpose or quasi-public use under governmental lawaccess thereto shall be so taken to such an extent as to render the Leased Premises untenantable, ordinancethis Lease, at the option of either Landlord or regulationTenant, shall terminate effective as of the date upon which possession of the Leased Premises is taken by such authority, and all rent accrued to the time of such termination shall be paid by Tenant to Landlord. In the event of any such taking or by right of eminent domain, condemnation (or by private purchase conveyance in lieu thereof thereof) of twenty-five percent (a “Taking” 25%) or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use more of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage Landlord may elect to terminate this Lease effective as of the date upon which possession to such portion of the Building is taken, and all rent accrued to the time of such termination shall be paid by Tenant to Landlord. All proceeds of any taking, condemnation or conveyance in lieu thereof of the Leased Premises, Tenant’s Share of Operating Expenses the Building or any part thereof shall belong to and the Rent payable hereunder during the unexpired Term shall be reduced paid to such extent as may be fair and reasonable under the circumstances. Upon any such TakingLandlord; provided, Landlord however, Tenant shall be entitled to claim, prove and receive the entire price or award from any in a condemnation proceeding such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation awards as may be allowed for damages to or the taking of fixtures, equipment and other personal property installed by it which it is herein permitted to remove from the Leased Premises at the end of the Lease Term, but only such awards as shall be separately awarded in addition to (and not out of or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate in diminishment of) the award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectLandlord.

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

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

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

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

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

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

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

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

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

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

Condemnation. 24.1. If the whole or any material a substantial part of the Premises or the Project Centerpointe I Building is taken or condemned for any a public or quasi-public use under governmental law, ordinance, or regulation, any statute or by right of eminent domaindomain by any competent authority or sold in lieu of such taking or condemnation, such that in the opinion of Landlord the Centerpointe I Building is not economically operable as before without substantial alteration or by private reconstruction, this Lease shall automatically terminate on the date that the right to possession shall vest in the condemning authority (the "Taking Date"), with Rent being adjusted to said Taking Date, and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. Tenant shall have no claim against Landlord and no claim or right to any portion of any amount that may be awarded as damages or paid as a result of any taking, condemnation or purchase in lieu thereof (a “Taking” or “Taken”)thereof, and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interestexcept for moving expenses, if any, in such award. Tenant shall have the right, which may be separately awarded to tenants under Virginia or federal law to the extent that same shall such award does not diminish Landlord’s award, reduce the amount to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable paid to Landlord; all other rights of Tenant to any award are hereby assigned by Tenant for moving expenses and damage to Tenant’s trade fixtures, if Landlord. If the whole or a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking substantial part of the Centerpointe II Premises is taken or condemned for a public or quasi-public use under any statute or by right of eminent domain by any competent authority or sold in lieu of such taking or condemnation, such occurrence shall be treated as though a casualty had occurred to the ProjectCenterpointe II Premises and Landlord had elected not to rebuild or restore the Centerpointe II Premises, as described in Article 22.1 above.

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

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

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

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

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

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, judgment either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then then’ upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that 000 Xxxxxx, Xxxxxxxxx, MA/TCR2 Therapeutics Inc. - Page 25 same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

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

Condemnation. If If, during the whole term of this Lease or any material extension or renewal thereof, all or a substantial part of the Premises or the Project is should be taken for any public or quasi-public use under any governmental law, ordinanceordinance or regulation or by right of eminent domain, or should be sold to the condemning authority under threat of condemnation, this Lease shall terminate and rent shall be abated during the unexpired portion of this Lease, effective from the date of taking of the Premises by the condemning authority. If less than a substantial part of the Premises is taken for public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or is sold to the condemning authority under threat of condemnation, Landlord, at its option, may by private purchase in lieu thereof (a “Taking” written notice terminate this Lease or “Taken”), shall forthwith at its sole expense restore and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of reconstruct the Premises to the extent possible (other than leasehold improvements made by Tenant or materially interfere with any assignee, subtenant or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage other occupant of the Premises, Tenant’s Share of Operating Expenses ) to make the same reasonably tenantable and suitable for the Permitted Use. The Base Rent payable hereunder during the unexpired portion of the Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenantadjusted equitably. Tenant hereby waives any interest in, and assigns to Landlord any compensation awarded in connection with, or as a result of any of the foregoing proceedings, all rights it might otherwise of which shall be the property of Landlord. Landlord shall have no interest in any award made to Tenant pursuant to a separate claim, and specifically denominated by the condemning authority as compensation to Tenant for relocation expenses, loss of business or goodwill or for the taking of Tenant’s fixtures and any provision of state law to terminate this Lease upon a partial Taking of improvements constructed on the Premises or after the ProjectCommencement Date.

Condemnation. If the whole Property or any material part of the Premises or the Project is taken for any public or quasi-public use under governmental lawportion thereof that, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s reasonable opinion, is necessary to the continued efficient and/or economically feasible use of the Premises Property or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Takentaken or condemned for public purposes, and or sold to a condemning authority in lieu thereof, then either party may, at its option, terminate this Lease is not terminated as provided above, Landlord shall promptly restore on the Premises and effective date of such taking by delivering written notice thereof to the Project as nearly as is commercially reasonable under other party on or before ten (10) days after the circumstances to their condition prior to such partial Taking and the rentable square footage effective date of the Buildingtaking, condemnation or sale in lieu thereof. If neither Landlord nor Tenant elects to exercise such termination right, then this Lease shall continue in full force and effect, provided that if the rentable square footage taking, condemnation or sale includes any portion of the Premises, Tenant’s Share of Operating Expenses the Basic Annual Rent and the Additional Rent payable hereunder during the unexpired Term shall be reduced re-determined on the basis of the remaining square feet of Premises Rentable Area. Landlord, at Landlord’s sole option and expense, shall restore and reconstruct the Building to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, substantially its former condition to the extent that the same may be reasonably feasible, but such work shall not diminish be required to exceed the scope of the work done by Landlord in originally constructing the Building. Landlord shall receive the entire award (which shall include sales proceeds) payable as a result of a condemnation, taking or sale in lieu thereof. Tenant shall, however, have the right to recover from such authority through a separate award which does not reduce Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such any compensation as may be separately awarded or recoverable by to Tenant for on account of moving and relocation expenses and damage to depreciation and removal of Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectphysical property.

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

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

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

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

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

Condemnation. If In the event that the whole of the Premises are taken by the exercise of the power of eminent domain (or sold to the holder of such power, pursuant to a threatened taking) this Lease shall terminate as of the date of such taking. In the event any material part portion of the Premises are taken by the exercise of the power of eminent domain (or sold to the holder of such power, pursuant to a threatened taking), this Lease may, at the option of Tenant, be terminated by written notice given to the other within sixty (60) days after such taking or sale occurs. If this Lease is not so terminated, Landlord covenants that it will, at its own expense, promptly after the lapse of said sixty (60) days, repair such damage and do such work as may be required to repair and rebuild the Premises and/or the Common Areas, with the view to restoring the Premises and/or the Common Areas as nearly as may be to the condition they were in immediately prior to such taking; provided, however, that if this Lease is not so terminated, the Minimum Rent payable hereunder shall be equitably abated (according to the loss of use) from the date of such taking. All compensation awarded for any taking of the Premises or the Project is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right Building shall belong solely to and be the property of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord all of Tenant’s interest, if any, in such awardrights with respect thereto and waives any claim Tenant may have with respect thereto. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against may apply for reimbursement from the condemning authority (but not Landlordif permitted by law) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to expenses, removal of Tenant’s trade fixturesfixtures or loss of Tenant’s business good will, if a separate award for provided that any such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking reimbursement shall not reduce the amount of the Premises or award otherwise recoverable from the Projectcondemning authority by Landlord.

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

Condemnation. If the whole Premises or any material part portion that renders the Premises unusable for Tenant's normal office operations or any portion of the Building Complex which renders the Premises or the Project unusable for Tenant's normal office operations is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase condemnation (which includes a conveyance in lieu thereof (of a “Taking” or “Taken”taking), and this Lease, at the Taking would in Landlord’s reasonable judgmentoption of either Landlord or Tenant exercised by notice to the other within 30 days after the taking, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said datethe date of the taking. Tenant shall forthwith surrender the Premises and all interest in this Lease, and, if Tenant fails to do so, Landlord may reenter and take possession of the Premises. If part of the Premises shall be Taken, and this Lease is not terminated as provided abovein accordance with this Section, Landlord shall promptly restore repair the Premises and the Project as nearly as is commercially reasonable under the circumstances possible to their its condition immediately prior to such partial Taking and the rentable square footage of the Buildingtaking, the rentable square footage of the Premisesunless Landlord elects not to rebuild under Section 18.5, Tenant’s Share of Operating Expenses and the Rent payable hereunder during shall abatx xxxing the unexpired Term shall be reduced period of repair in the same proportion that the part of the Premises taken or rendered unusable for Tenant's normal office operations bears to such extent as may be fair and reasonable under the circumstanceswhole. Upon any such Taking, Landlord shall be entitled to receive the entire price award or award from consideration for the taking, except Tenant may claim and prove in any such Taking without proceeding and receive any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make or seek a separate claim against the condemning authority (but not Landlord) award, made to Tenant specifically for such compensation as may be separately awarded or recoverable by Tenant damages for moving expenses and damage to Tenant’s trade fixtures, if a separate equipment and moving or relocation expenses so long as such award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectdoes not reduce Landlord's award.

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

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

Condemnation. If the whole or any material part (a) Mortgagor shall promptly give Mortgagee written notice of the Premises actual or threatened commencement of any condemnation, governmental taking or eminent domain proceeding of which Mortgagor has knowledge or receives notice with respect thereto (a "CONDEMNATION") and shall deliver to Mortgagee copies of any and all papers served in connection with such proceedings. Mortgagee is hereby irrevocably appointed as Mortgagor's attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any award or payment for such Condemnation and to make any compromise or settlement in connection with such proceeding, subject to the Project provisions of this Mortgage; PROVIDED, HOWEVER, that so long as Mortgagor is taken for not in default hereunder or under the other Loan Documents, Mortgagee shall not be entitled to exercise said appointment. Notwithstanding any taking by any public or quasi-public use under governmental lawauthority through eminent domain or otherwise (including, ordinancewithout limitation, or regulation, or by right of eminent domain, or by private purchase any transfer made in lieu thereof (a “Taking” of or “Taken”in anticipation of the exercise of such taking), Mortgagor shall continue to pay the Debt at the time and in the manner provided for in the Note, this Mortgage, and the Taking would in Landlord’s reasonable judgmentother Loan Documents, either prevent and the Debt shall not be reduced until any award or materially interfere with Tenant’s use payment therefor shall have been actually received after expenses of collection and applied by Mortgagee to the discharge of the Premises or materially interfere with or impair Landlord’s ownership or operation of Debt. Mortgagee shall not be limited to the Project, then upon written notice interest paid on the award by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord condemning authority but shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking out of the Premises award interest at the rate or rates provided in the ProjectNote.

Condemnation. If the whole or any material substantial part of the Premises or the Project is should be taken for any public or quasi-public use under governmental law, ordinance, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation of for the Projectpurposes contemplated by the Permitted Use, then upon written notice by Landlord this Lease shall terminate and Rent the Basic Rental shall be apportioned as abated during the unexpired portion of this Lease, effective when the physical taking of said datePremises shall occur. If part of the Premises shall be Takentaken for any public or quasi-public use under any governmental law, ordinance or by right of eminent domain, or by private purchase in lieu thereof; and this Lease is not terminated as provided abovein this paragraph, Landlord this Lease shall promptly restore not terminate but the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent Basic Rental payable hereunder during the unexpired Term portion of this Lease shall be reduced to such extent as may be fair and reasonable under all of the circumstances. Upon In the event of any such Takingtaking or private purchase in lieu thereof, Landlord shall be entitled to receive the entire price or award from any such Taking taking or private purchase hi lieu thereof without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Landlord shall have full power and authority to negotiate with any public authority and to direct and control any legal proceedings involving or related to any such taking or private purchase in lieu thereof. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to loss of business or good will or for the taking of Tenant’s 's trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

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

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

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

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

Condemnation. If the whole 13.1. Lessor represents and warrants to Lessee that Lessor has not received any notice, nor is it aware of any pending action to take by condemnation all or any material part portion of the Premises Property. In the event of a taking of all of the Leased Property or so much of it so as to render the Project is taken Leased Property unfit for purposes intended by this Lease as determined by Lessee in its reasonable discretion, for any public or quasi-public use purpose, under governmental law, ordinance, or regulation, any statute or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), the Lessee’s liability to perform the terms and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use conditions of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of cease, but the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord Lessee shall be entitled to any claim against the condemnor to which the Lessee may be entitled. Lessor shall refund to Lessee any Rent or other sums paid by Xxxxxx for the period after the termination date of this Lease. In the event that Lessee is not a party to such condemnation, Lessee shall receive any portion of an award or compensation to the entire price Lessor which is attributable to the fair market value of Lessee’s Leasehold Interest, less the value of the reversionary interest in the Leasehold Improvements, as determined by any court or award from any such Taking without any payment courts of competent jurisdiction. Notwithstanding anything set forth herein to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the rightcontrary, to the full extent that same shall not diminish Landlord’s awardunder applicable law, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant Lessor hereby waives any and all rights it might otherwise have pursuant to take any provision of state law to terminate this Lease upon a partial Taking portion of the Premises Leased Property by eminent domain or condemnation proceeding. Lessor shall have no interest in any such award, compensation or payment, or any portion thereof, made in respect of the Leasehold Interest or the ProjectLeasehold Improvements, all of which shall belong to and be paid to Lessee.

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

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

Condemnation. If more than twenty-five percent (25%) of the whole ------------ Land and/or Building shall be taken or appropriated under the power of eminent domain or conveyed in lieu thereof, Landlord shall have the right to terminate this Lease. If such taking renders the Premises unsuitable for the conduct of Tenant's business then tenant shall have the right to terminate this Lease. If this Lease is terminated, Landlord shall receive (and Tenant shall assign to Landlord upon demand from Landlord) any and all income, rent, award or any material interest thereon which may be paid or owed in connection with the exercise of such power of eminent domain or conveyance in lieu thereof, and Tenant shall have no claim against the agency exercising such power or receiving such conveyance, for any part of such sum paid by virtue of such proceedings, whether or not attributable to the value of the unexpired term of this Lease except for the unamortized value of Tenant Improvements paid for by Tenant and relocation benefits, if any. If a part of the Premises or the Project is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent Land and/or Building shall be apportioned as of said date. If part of the Premises so taken or appropriated or conveyed and Landlord hereto shall be Taken, and elect not to terminate this Lease is not terminated as provided aboveLease, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to nonetheless receive the entire price or award from any such Taking without any payment to Tenant, (and Tenant hereby assigns shall assign to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not upon demand from Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to income, rent, award or any provision of state law to terminate this Lease upon a partial Taking of interest thereon paid or owed in connection with such taking, appropriation or conveyance; and if the Premises have been damaged as a consequence of such partial taking or the Project.appropriation or conveyance,

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

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

Condemnation. If the whole all or any material substantial part of the Premises or the Project is ------------ should be taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”)thereof, and the Taking taking would in Landlord’s reasonable judgment, either prevent or materially and adversely interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation of for the Projectpurpose for which it is leased to Lessee, then upon written notice by Landlord this Lease shall terminate and Rent effective when the physical taking shall be apportioned occur in the same manner as if the date of said datesuch taking were the Expiration Date hereunder. If part of the Premises shall be Takenis 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 abovehereinabove, Landlord this Lease shall promptly restore not terminate but the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent rent payable hereunder during the unexpired Term portion of this Lease shall be reduced to such extent extent, if any, as may be fair and reasonable under all of the circumstances, and Lessor shall undertake to restore the Premises to a condition suitable for Lessee's use, as near to the condition thereof immediately prior to such taking as is reasonably feasible under all the circumstances. Upon any such TakingNotwithstanding the foregoing, Landlord if the cost to restore the Premises to a condition suitable for Lessee's use as aforesaid will, in Lessor's sole discretion, exceed the condemnation award or payment, Lessor shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking as of the Premises or date of such condemnation, and the ProjectLease Term shall end on such date as if that date had been originally fixed in this Lease for the expiration of the Lease Term.

Condemnation. If the whole or any material part of the Leased Premises, or such substantial portion thereof as will make Leased Premises or unusable for the Project is taken purposes referred to herein, shall be condemned by any legally constituted authority for any public use or quasi-public use under governmental lawpurpose, ordinancethen in either of said events the term hereby granted shall cease from the time when possession thereof is taken by the condemning authority, and rental shall be accounted for as between Landlord and Tenant as of that date. In the event the portion condemned constitutes more than fifteen percent (15%) of Tenant's rentable space, Tenant may terminate this Lease. If, however, Tenant elects to remain in the Leased Premises, the rent shall be reduced equitably to the amount of the Leased Premises taken. In such an event, Landlord shall make such repairs as may be necessary as soon as the same can be reasonably accomplished. Such termination, however, shall be without prejudice to the rights of either Landlord or Tenant, or regulationboth, to recover compensation and damage caused by condemnation from the condemnor. It is further understood and agreed that neither the Tenant nor Landlord shall have any rights in any award made to the other by any condemnation authority. Any minor condemnation or by right taking of eminent domainthe Leased Premises for the construction or maintenance of streets or highways shall not be considered a condemnation or taking for the purposes of this Section so long as the Leased Premises shall not be materially or adversely affected, or by private purchase in lieu thereof (a “Taking” or “Taken”)ingress and egress for the remainder of the Leased Premises shall be adequate for the business of Tenant, and the Taking would in provisions of any loan documents of Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of 's lender which encumber the Leased Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectare complied with.

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

Condemnation. If This Lease shall terminate and the whole rental payable hereunder shall be abated upon and after the date of such termination in the event of the forcible leasing in excess of one year or any material part condemnation of the Premises or any part thereof by any competent authority under the Project is taken right of eminent domain for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and purpose which renders the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use balance of the Premises economically unsuitable. If the nature, location or materially interfere with extent of any proposed condemnation affecting the Building is such that Landlord elects in good faith to demolish all or impair Landlord’s ownership or operation substantially all of the ProjectBuilding, then upon Landlord may terminate this Lease by giving at least sixty (60) days' written notice by Landlord of terminate to Tenant at any time after such condemnation, and this Lease shall terminate on the date specified in such notice. This provision to terminate shall also apply in the event of condemnation which affects the parking available to the Premises, and Rent shall be apportioned as in use by Tenant, whether or not the Premises itself is affected by the condemnation. The forcible leasing by any competent authority of said date. If part any portion of the Building other than the Premises shall be Takenhave no effect whatever upon this Lease. In case of any taking or condemnation, and whether or not the term of this Lease is not terminated as provided above, Landlord shall promptly restore the Premises cease and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Buildingterminate, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term entire award shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenantproperty of Landlord, and Tenant hereby assigns to Landlord Tenant’s interestall of its right, if any, title and interest in and to any such award. Tenant Tenant, however, shall have be entitled to claim, prove and receive in the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for condemnation proceeding such compensation awards as may be separately awarded allowed for fixtures and other equipment installed by it, but only if such awards shall be made by the Court in addition to the award made by it to Landlord for the Land and Building or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectpart thereof so taken.

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

Condemnation. A. If the whole or any material substantial part of the Premises or the Project is premises should be taken for any public or quasi-public use under governmental law, ordinance, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”)thereof, and the Taking taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation of premises for the Projectpurpose for which they are then being used, then upon written notice by Landlord this Lease lease shall terminate (30) and Rent the rent shall be apportioned as abated during the unexpired portion of said datethis lease, effective when the physical taking of such premises shall occur (31). B. If part of the Premises premises shall be Takentaken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and this Lease lease is not terminated as provided in subparagraph A, above, Landlord this lease shall promptly restore not terminate but the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent rent payable hereunder during the unexpired Term portion of this lease shall be reduced in the same ratio as the square footage of the premises taken bears to such extent as may the total square footage of the premises. C. This paragraph 13 shall be fair Tenant's sole and reasonable under exclusive remedy in the circumstances. Upon event of any such Taking, taking or purchase in lieu thereof. Landlord shall be entitled to receive any and all compensation, damages, income, rents, awards (except for an award specified by the entire price condemning authority for Tenant's unamortized portion of its improvements (32) if any) or award from any such Taking without any payment to Tenantinterest therein whatsoever which may be paid or made in connection therewith, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate no claim against Landlord for the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenantvalue of any unexpired term of this lease. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision the benefits of state law to terminate this Lease upon a partial Taking California Code of the Premises or the ProjectCivil Procedure 1265.130.

Condemnation. If the whole or any material part of the Premises or the Project is should be taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Base Rent and Operating Expenses shall be apportioned as of said date. In the event (i) more than [***] of the Premises is involved in a Taking as described in this Paragraph 16, or (ii) more than [***] of the parking spaces for the Building are Taken and not replaced by Landlord with other parking spaces in the Project proximate to the Building, and in either case the Taking, in Tenant’s reasonable judgment, would materially interfere with or impair Tenant’s operations at the Premises, then in any such event Tenant shall have the right to terminate this Lease by giving written notice of termination to Landlord within thirty (30) days of such Taking. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises Base Rent and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixturesTrade Fixtures, goodwill and other personal property, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises demised premises shall be taken or the Project is taken condemned for any a public or quasi-public use under governmental lawand a part thereof remains which is susceptible of occupation hereunder, ordinancethis lease shall, or regulationas to the part so taken, or by right terminate as of eminent domain, or by private purchase the date title shall then vest in lieu thereof (a “Taking” or “Taken”)the condemnor, and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use rent payable hereunder shall be adjusted so that the Lessee shall be required to pay as minimum guaranteed rent only for the remainder of the Premises or materially interfere with or impair Landlord’s ownership or operation term, such portion of such rent as the total number of square feet of the Projectpart remaining after condemnation in the demised premises bears to the total number of square feet of the entire demised premises immediately before the date of taking. In the event of partial taking, then upon written notice by Landlord Lessor shall have the option to terminate this Lease shall terminate and Rent shall be apportioned lease as of said datethe date when title to the part so condemned vests in the condemnor. If all of the demised premises, or such part thereof be taken or condemned so that there does not remain a portion susceptible for occupation hereunder, this lease shall thereupon terminate. If a part or all of the demised premises be taken or condemned, all compensation awarded upon such condemnation or taking shall go the Lessor and the Lessee shall have no claim thereto, and the Lessee hereby irrevocably assigns and transfers to the Lessor any right to compensation or damages to which the Lessee may become entitled during the term hereby by reason of the condemnation of all or a part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore demised premises. The Lessee waives the Premises and provisions of Code of Civil Procedure Section 1265.130 allowing either party to petition the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law Superior Court to terminate this Lease upon lease in the event of a partial Taking taking of the Premises or the Projectpremises.

Condemnation. If the whole or any material part title to all of the Premises or the Project so much thereof is taken for any public or quasi-public quasipublic use under governmental law, ordinance, or regulation, any statute or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent domain so that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking reconstruction of the Premises or the ProjectBuilding will not, in Tenant's reasonable opinion, result in the Premises being reasonably suitable for Tenant's continued occupancy for the uses and purposes permitted by this Lease, this Lease shall terminate as of the date that possession of the Premises or part thereof be taken. A sale by Landlord to any authority having the power of eminent domain, either under threat of condemnation or while condemnation proceedings are pending, shall be deemed a taking under the power of eminent domain for all purposes of this paragraph. If any part of the Premises is taken and the remaining part is reasonably suitable, in Tenant's reasonable opinion, for Tenant's continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken, terminate as of the date that possession of such part of the Premises is taken. No award for any partial or entire taking shall be apportioned. Tenant assigns to Landlord its interest in any award which may be made in such taking or condemnation, together with any and all rights of Tenant arising in or to the same or any part thereof. Nothing contained herein shall be deemed to give Landlord any interest in or require Tenant to assign to Landlord any separate award made to Tenant for the taking of Tenant's Personal Property, or its moving costs or interruption of Tenant's business or loss of good will, or relocation costs.

Condemnation. If the whole or any material part of the Premises leased premises shall be taken or the Project is taken condemned for any a public or quasi-public use under governmental lawuse, ordinanceand a part thereof remains which is susceptible of occupation hereunder, or regulationthis Lease shall, or by right as to the part so taken, terminate as of eminent domain, or by private purchase the date title shall vest in lieu thereof (a “Taking” or “Taken”)the condemnor, and the Taking would in Landlord’s reasonable judgmentrent payable hereunder shall, either prevent or materially interfere with Tenant’s use be adjusted so that the Lessee shall be required to pay for the remainder of the Premises or materially interfere with or impair Landlord’s ownership or operation term only such portion of such rent as the fair market value of the Projectpart remaining after the condemnation bears to the rental value of the entire leased premises at the date of condemnation; but in such event Lessor shall have the option to terminate this Lease as of the date when title to the part so condemned vests in the condemnor. If all the leased premises or such part thereof be taken or condemned so that there does not remain a portion-susceptible for occupation hereunder, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said datethereupon terminate. If a part or all of the leased premises be taken or condemned, all compensation awarded upon such condemnation or taking shall go to the Lessor and the Lessee shall have no claim thereto, and the Lessee hereby irrevocably assigns and transfers to the Lessor any right to compensation or damages to which the Lessee may be entitled during the term hereof by reason of the condemnation of all, or a part of the Premises leased premises. Any dispute between Lessor and Lessee concerning the provisions of this paragraph shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore submitted to arbitration in accordance with the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage rules of the BuildingAmerican Arbitration Association. However, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord Lessee shall be entitled to receive the entire price or any award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s its trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any relocation expenses, business losses and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectdisruption.

Condemnation. (a) If Lxxxxxxx receives notice of the whole intention of any authority to appropriate, take or condemn any material part portion of the Premises or the Project is taken Building for any public or quasi-public use under governmental law, ordinance, or regulation, or by any right of eminent domain, condemnation or by private purchase in lieu thereof other law (a collectively, “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said datepromptly notify Tenant thereof. If part the whole of the Premises shall be Takensubject to a Taking, and this Lease is not terminated as provided above, Landlord shall promptly restore or if such Taking relates to a portion of the Premises that as a result thereof, in Tenant’s judgment, the balance cannot be used for the Permitted Use and with substantially the Project same utility to Tenant as nearly as is commercially reasonable under the circumstances to their condition immediately prior to such partial Taking Taking, then in either of such events, this Lease shall terminate upon delivery of possession to the condemning authority, and Rent shall be prorated and adjusted as of such date, and any award, compensation or damages (hereinafter sometimes called the rentable square footage “award”) shall be paid to and be the sole property of Landlord whether the award shall be made as compensation for diminution of the Building, the rentable square footage value of the Premises, Tenant’s Share leasehold estate or the fee of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price Building or award from any such Taking without any payment to Tenant, otherwise and Tenant hereby assigns to Landlord all of Tenant’s interestright, if any, title and interest in and to any and all such award. Notwithstanding the foregoing, Tenant shall have the right, right to the extent that same shall not diminish Landlord’s award, to make a separate claim against recover from the condemning authority (authority, but not from Landlord) for , such compensation as may be separately awarded or recoverable by Tenant to Tenant, including the right to file a claim for and receive compensation for moving expenses expenses, Txxxxx’s alterations and damage to non-movable fixtures and costs or loss of Tenant in removing Tenant’s trade fixturesequipment and inventory, if a separate award but not for such items is made to the value of the leasehold (“Tenant’s Award”). Tenant hereby waives any and all rights it might otherwise have pursuant shall continue to any provision of state law to terminate this Lease upon a partial Taking of pay Rent until the Premises or the ProjectTerm is terminated.

Condemnation. If the whole or any material part a Substantial Part (as defined below) of the Premises shall be taken or the Project is taken condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose (including sale under governmental law, ordinance, or regulation, or by right threat of eminent domain, or by private purchase in lieu thereof such taking) (a “Taking” or “Taken”), then the Term of this Lease shall cease and terminate as of the Taking would date (“Vesting Date”) when title to the Premises vests in Landlord’s reasonable judgmentthe condemning authority, either prevent or materially interfere with Tenant’s use and all Rent shall be abated on such Vesting Date. If less than a Substantial Part of the Premises or materially interfere with or impair Landlord’s ownership or operation is subject to a Taking such that this Lease does not terminate, then Rent shall be equitably adjusted (on the basis of the Projectnumber of square feet of rentable area in the Premises before and after the Taking) on the Vesting Date, then upon written notice by Landlord and this Lease shall terminate otherwise continue in full force and Rent shall effect. Tenant waives all rights to make a claim against Landlord or the condemning authority for any portion of the award or other compensation (the “Award”) for a Taking, including without limitation any Award for the Taking of Tenant’s leasehold interest. Notwithstanding the foregoing to the contrary, however, Tenant may seek such separate awards or damages from the condemning authority for moving expenses, loss of Xxxxxx’s business goodwill and taking of fixtures and other equipment installed and owned by Tenant which do not, under the terms of this Lease, become the property of Landlord at the termination of this Lease, and the value of any Alterations. Such awards or damages must be apportioned as made by a condemnation court or other authority, be separate and distinct from any award to Landlord for the Building, and not diminish any Award available to Landlord. For the purposes of said date. If part this Section 16(b), a “Substantial Part” of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore considered to have been taken if the remaining portion of the Premises and cannot, in the Project parties’ mutual agreement, reasonably be used for the Permitted Use as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage a direct result of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, and/or if any, in such award. Tenant shall have the right, parking for and/or access to the extent that same shall not diminish Landlord’s awardPremises are materially, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectadversely affected.

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

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

Condemnation. If the whole all or any material part a substantial portion of the Premises Project or the Project Premises should be taken, and/or if so much of the parking area of Land is taken so as to reduce the parking spaces or Land available for parking to an amount below an amount necessary to adequately serve the Tenant's needs, for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domaindomain or otherwise, or by private purchase if it should be sold in lieu thereof (of condemnation, such that the Tenant can no longer conduct its business on a “Taking” or “Taken”)reasonable, prudent and profitable basis, the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon Tenant may terminate this Lease by giving written notice by of its termination to Landlord within NINETY (90) days after such taking, in which event this Lease shall terminate and Rent as of the date of such taking (but Tenant shall be apportioned as afforded a reasonable period of said datetime to vacate the Premises). If part any portion of the Premises shall be Taken, so taken and this Lease is not terminated as provided aboveterminated, Landlord Rent shall promptly restore abatx xx to the space so taken (i.e., the net rentable area so taken shall be eliminated from the Premises and Tenant shall have no obligation to pay Rent or Operating Coast as to the eliminated space). Landlord shall thereafter commence and proceed with reasonable diligence to restore all affected portions of the Project as nearly as is commercially reasonable under the circumstances to their condition a quality equal to that existing immediately prior to such partial Taking and taking so as to have the rentable square footage restored Project constitute an architecturally viable First Class Office Building. All proceeds from any taking or condemnation of the BuildingProject and/or Premises shall belong to and be paid to Landlord. Nothing contained herein, the rentable square footage of the Premiseshowever, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or prevent Tenant from seeking a separate award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded any loss of Tenant's personal property and equipment, moving expenses, leasehold interests, or recoverable by Tenant for moving expenses and damage other losses relating to Tenant’s trade fixtures, if a 's business so long as such separate award for such items is made shall not result in a reduction of proceeds payable to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectLandlord.

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

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

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

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

Condemnation. If the whole 16.1 Lessor represents and warrants to Lessee that Lessor has not received any notice, nor is it aware of any pending action to take by condemnation, all or any material part portion of the Premises Property. In the event of a taking of all of the Leased Property or so much of it so as to render the Project is taken Leased Property unfit for purposes intended by this Lease as determined by Lessee in its reasonable discretion, for any public or quasi-public use purpose, under governmental law, ordinance, or regulation, any statute or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), the Lessee's liability to perform the terms and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use conditions of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of cease, but the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord Lessee shall be entitled to any claim against the condemnor to which the Lessee may be entitled. Lessor shall refund to Lessee any Rent or other sums paid by Lessee for the period after the termination date of this Lease. In the event that Lessee is not a party to such condemnation, Lessee shall receive any portion of an award or compensation to the entire price Lessor which is attributable to the fair market value of Lessee's Leasehold Interest, less the value of the reversionary interest in the Leasehold Improvements, as determined by any court or award from any such Taking without any payment courts of competent jurisdiction. Notwithstanding anything set forth herein to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the rightcontrary, to the full extent that same shall not diminish Landlord’s awardunder applicable law, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant Lessor hereby waives any and all rights it might otherwise have pursuant to take any provision of state law to terminate this Lease upon a partial Taking portion of the Premises Leased Property by eminent domain or condemnation proceeding. Lessor shall have no interest in any such award, compensation or payment, or any portion thereof, made in respect of the Leasehold Interest or the ProjectLeasehold Improvements, all of which shall belong to and be paid to Lessee.

Condemnation. If the whole or any material part (a) Tenant, promptly upon obtaining knowledge of the Premises or the Project is taken institution of any proceeding for any public or quasi-public use under governmental lawCondemnation, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu shall notify Landlord thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive participate in any Condemnation proceeding. Landlord, promptly after obtaining knowledge of the entire price or award from institution of any such Taking without any payment to Tenantproceeding for Condemnation, shall notify Tenant thereof and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the rightright to participate in such proceedings. With respect to each Individual Leased Premises, subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Lender or to Landlord, in that order, any award or payment in respect of any Condemnation of Landlord’s interest in such Individual Leased Premises, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord or Lender any award relating to the value of the leasehold interest created by this Lease or any award or payment on account of the Trade Fixtures, moving expenses and out-of-pocket expenses incidental to the move, if available, to the extent that same Tenant shall not diminish Landlord’s award, have a right to make a separate claim therefor against the condemning authority (but not Landlord) for such compensation as may condemnor, it being agreed, however, that Tenant shall in no event be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant entitled to any provision payment that reduces the award to which Landlord is or would be entitled for the Condemnation of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectLandlord’s interest in such Individual Leased Premises.

Condemnation. If the whole all or any material part of the Demised Premises or the Project is taken or appropriated for any public or quasi-public use under governmental law, ordinance, or regulation, or by the right of eminent domaindomain or otherwise by a taking in the nature of inverse condemnation, with or without litigation, or is transferred by private purchase agreement in lieu thereof (any of the foregoing being referred to herein as a “Taking” or “Taken”"taking"), and either party hereto may, by written notice given to the Taking would in Landlord’s reasonable judgmentother within thirty (30) days of receipt of notice of taking, either prevent or materially interfere with Tenant’s use elect to terminate this Lease as of the Premises date possession is transferred pursuant to the taking; provided, however, that before Landlord or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord Tenant may terminate this Lease shall terminate and Rent for a taking, such taking shall be apportioned of such an extent and nature as of said dateto materially and adversely affect Tenant's business in Demised Premises. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord Tenant shall be entitled to receive pursue an award for separate damages, provided the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's claim or award. Nothing contained herein shall be deemed to give Landlord any interest in, or to make a separate claim against the condemning authority (but not require Tenant to assign to Landlord) for such compensation as may be separately awarded or recoverable by , any award made to Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made the taking of personal property belonging to Tenant. In the event of a partial taking which does not result in a termination of this Lease, Rent shall be equitably reduced to the extent Tenant's business in or use of the Demised Premises is materially and adversely affected and impaired as described above. No temporary taking of the Demised Premises shall terminate this Lease, or give Tenant hereby waives any and all rights it might otherwise have pursuant right to any provision abatement of state Rent or Expenses hereunder, except that Rent and Expenses shall be equitably reduced as described above during that portion of any temporary taking lasting more than thirty (30) days. Each party hereto waives the provisions of any applicable law allowing either party to petition the court to terminate this Lease upon for a partial Taking taking, it being the intent of the Premises or the Projectparties that this Section shall govern.