Common use of Eminent Domain Clause in Contracts

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

Eminent Domain. If proceedings are currently pending or, before the wholeClosing proceedings are commenced, for the taking by exercise of the power of eminent domain of all or a part of the Property which, as reasonably determined by Buyer, would render the Property unacceptable to Buyer or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving notice to Seller within thirty (30) days after Seller gives notice of the commencement of such proceedings to Buyer, to terminate this Agreement, in which event this Agreement shall terminate, the Deposit shall be returned to Buyer upon return of the Due Diligence Items, all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer, and thereafter neither party shall have any further obligation to the other except for the Surviving Obligations. If proceedings are currently pending or, before the Closing proceedings are commenced, for the taking by exercise of the power of eminent domain of less than such a material part of the Property, or if Buyer has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, at the Closing, the condemnation award (or, if not therefore received, the right to receive such portion of the award) payable on account of the taking shall be transferred or assigned to Buyer at Closing in the same manner as title to the Property is conveyed. Seller shall give notice to Buyer within three (3) business days after Seller’s receiving notice of the commencement of any proceedings for the taking by exercise of the power of eminent domain of all or any part of the demised premises Property. Notwithstanding anything to the contrary in the forgoing, any Eminent Domain proceedings or possible Eminent Domain proceedings which were disclosed in this Agreement, in any of the Due Diligence Items, or in any documents delivered to Buyer or made available to Buyer electronically on Seller’s cloud server shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself not give Buyer the right to prosecute its claim for an terminate this Agreement, but rather at the Closing, the condemnation award based upon its leasehold interest for (or, if not therefore received, the right to receive such taking, without impairing any rights portion of LANDLORD for the award) payable on account of the taking of shall be transferred or injury assigned to Buyer at Closing in the same manner as title to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises Property is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoconveyed.

Eminent Domain. If the whole, all or any part of the demised premises Premises shall be taken or condemned by any competent authority for any public use conveyed as a result of the exercise of the power of eminent domain, the Lease shall terminate as to the part so taken as of the date of taking, and, in the case of a partial taking, either Landlord or purpose during the term of this Lease. TENANT reserves the unto itself Tenant shall have the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for terminate the taking of or injury Lease as to the reversionbalance of the Premises by written notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises taken or conveyed shall be of such extent and nature as substantially to handicap, impede or impair Tenant's use of the balance of the Premises. In the event that a part of any taking, Landlord shall be entitled to any and all compensation, damages, income, rent awards or any interest therein whatsoever which may be paid or made in connection therewith, and Tenant shall have no claim against Landlord for the value of any unexpired term of the demised premises Lease or otherwise, provided that Tenant shall be taken entitled to any and all compensation, damages, income, rent or condemned that (a) awards paid for or on account of Tenant's moving expenses, trade fixtures, equipment and any leasehold improvements in the part so taken includes Premises, the building on cost of which was borne by Tenant, to the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more extent of the front depth then unamortized value of such improvements for the remaining term of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event of a taking of the Premises which does not result in a termination of the Lease, the monthly rental herein shall be apportioned as of the date of such taking so that TENANT thereafter the rent to be paid by Tenant shall fail to exercise any such option to terminate this Lease or to purchase the premises or be in the event ratio that a part the area of the demised premises shall be Premises not so taken or condemned under circumstances under which bears to the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations total area of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately Premises prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If the whole, all or any part of the demised premises Premises shall be taken or condemned by any competent public or quasi-public authority under the power of eminent domain or conveyance in lieu thereof, this Lease shall terminate as to any portion of the Premises so taken or conveyed on the date when title vests in the condemnor, and Landlord shall be entitled to any and all payment, income, rent, award, or any interest therein whatsoever which may be paid or made in connection with such taking or conveyance, and Tenant shall have no claim against Landlord or otherwise for the value of any public use or purpose during the unexpired term of this Lease. TENANT reserves Notwithstanding the unto itself foregoing paragraph, any compensation specifically awarded Tenant for loss of business, Tenant's personal property, moving cost or loss of goodwill, shall be and remain the property of Tenant. If (i) any action or proceeding is commenced for such taking of the Premises or any part thereof, or if Landlord is advised in writing by any entity or body having the right or power of condemnation of its intention to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for condemn the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (cii) any of the part foregoing events occur with respect to the taking of any space in the Complex not leased hereby, or if any such spaces so taken or conveyed in lieu of such taking and Landlord shall consist of 25% or more decide to discontinue the use and operation of the total parking areaComplex, or (d) such partial taking shall result in cutting off direct access from decide to demolish, alter or rebuild the demised premises to any adjacent public street or highwayComplex, then and then, in any of such event, events Landlord shall have the TENANT may at any time either prior right to or terminate this Lease by giving Tenant written notice thereof within a period of sixty (60) days after of the date when possession of receipt of said written advice, or commencement of said action or proceeding, or taking conveyance, which termination shall take place as of the premises first to occur of the last day of the calendar month next following the month in which such notice is given or the date on which title to the Premises shall be required by vest in the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose optioncondemnor. In the event of such a partial taking or conveyance of the Premises, if the portion of the Premises taken or conveyed is so substantial that TENANT the Tenant can no longer reasonably conduct its business, Tenant shall fail have the privilege of terminating this Lease within sixty (60) days from the date of such taking or conveyance, upon written notice to exercise any Landlord of its intention so to do, and upon giving of such option notice this Lease shall terminate on the last day of the calendar month next following the month in which such notice is given, upon payment by Tenant of the rent from the date of such taking or conveyance to the date of termination. If a portion of the Premises be taken by condemnation or conveyance in lieu thereof and neither Landlord nor Tenant shall terminate this Lease or as provided herein, this Lease shall continue in full force and effect as to purchase the premises or in the event that a part of the demised premises Premises not so taken or conveyed, and the rent herein shall be apportioned as of the date of such taking or conveyance so that thereafter the rent to be paid by Tenant shall be in the ratio that the area of the portion of the Premises not so taken or condemned under circumstances under which conveyed bears to the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations total area of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately Premises prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If In the whole, or any part event the whole of the demised premises Premises, the Building or the Project shall be taken under the power of eminent domain, or condemned by any competent authority for any public use or purpose during sold to prevent the term exercise thereof (collectively, a "Taking"), this Lease shall automatically terminate as of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for date of such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversionTaking. In the event that of a part Taking of such portion of the demised premises shall be taken Project, the Building or condemned that (a) the part so taken includes Premises as shall, in the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more opinion of the front depth of the parking areas Landlord, substantially interfere with Landlord's operation thereof, or Landlord may terminate this Lease upon thirty (c30) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises days' written notice to any adjacent public street or highway, then and in any such event, the TENANT may tenant given at any time either prior to or within a period of sixty (60) days after following the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision such Taking. For purposes of this Lease, may as an alternative to the date of Taking shall be the earlier of the date of transfer of title resulting from such termination Taking or the date of this Lease elect to purchase the demised premises in accordance with transfer of possession resulting from such purpose optionTaking. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part portion of the demised premises shall be Premises is so taken or condemned under circumstances under which the TENANT will have no such optionand this Lease in not terminated, then and in either such event the LANDLORD Landlord shall, with reasonable promptnessdiligence, make necessary repairs proceed to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, restore (to the extent that may have been necessary permitted by such condemnationLaw and covenants, subject conditions and restrictions than applicable to the Project) the Premises (other than Tenant's personal property and fixtures, and tenant improvements not constituting Building Standard Installations) to a pro-rata reduction in rentalcomplete, functioning unit. Any dispute resulting from Section 9.3 In such case, the Basic Annual Rent shall be reduced proportionately based on the portion of the Premises so taken. If all or any portion of the Premises is the subject of a temporary Taking, this Lease shall remain in full force and effect, and Tenant shall continue to perform each of its obligations under this Lease; in such case, Tenant shall be submitted entitled to receive the entire award allocable to the American Arbitration Societytemporary Taking of the Premises. Except as provided herein, whose decision Tenant shall not assert any claim against Landlord or the condemning authority for, and hereby assigns to Landlord, any compensation in connection with any such Taking, and Landlord shall be binding on entitled to receive the parties heretoentire amount of any award therefor, without deduction for any estate or interest of Tenant. Nothing contained in this Paragraph 10 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the condemning authority for the Taking of personal property or fixtures of Tenant or for relocation or business interruption expenses recoverable by Tenant from the condemning authority. This Paragraph 10 shall be Tenant's sole and exclusive remedy in the event of a Taking. Each party hereby waives the provisions of Sections 1265.130 and 1265.150 of the California Code of Civil Procedure and the provisions of any successor or other law of like import.

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

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

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

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that fifty percent (a50%) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% percent or more of the front depth building’s net rentable area is condemned or taken in any manner (including, without limitation, any conveyance in lieu thereof) for any public or quasi-public use, the Lease Term shall cease and terminate as of the date title is vested in the condemning authority. If twenty-five percent (25%) or less of the building’s net rentable area is so condemned or taken, the Landlord may terminate this lease if it determines, in the reasonable exercise of its business judgment, that continued operation of the Premises under this Lease would be not be economical for the Landlord. If more than twenty-five percent (25%) of the building’s net rentable area is so condemned or taken, with the result that Tenant’s business is substantially and adversely affected thereby, or if such a portion of the parking areas thereofarea is so condemned or taken that the number of parking spaces remaining are less than the number required by applicable zoning or other code for the building and the appropriate variance cannot be obtained, then either Landlord or (c) the part so taken shall consist of 25% or more Tenant may terminate this Lease as of the total parking area, or (d) such partial taking shall result date title is vested in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect by written notice to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of within twenty (20) days thereafter. If this Lease elect to purchase is not terminated following such a condemnation or taking, Landlord, as soon as reasonably practicable after such condemnation or taking and the demised premises in accordance with such purpose option. In the event that TENANT determination and payment of Landlord’s award on account thereof, shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part expend as much as may be necessary of the demised premises shall be taken or condemned under circumstances under net amount which the TENANT will have no such optionis awarded to Landlord and released by Landlord’s mortgagee, then and if any, in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such takingrestoring, to the extent that originally constructed by Landlord (consistent, however, with zoning laws and building codes then in existence), so much of the building as was originally constructed by Landlord to an architectural unit as nearly like its condition prior to taking as shall be practicable. Should the net amount so awarded to Landlord be insufficient to cover the costs of restoring the building, in the reasonable judgment of Landlord, Landlord may, but shall have no obligation to, supply the amount of such insufficiency and restore the building to such an architectural unit, with all reasonable diligence, or Landlord may have been necessary terminate this Lease by giving notice to Tenant not later than a reasonable time after Landlord has determined the estimated net amount which may be awarded to Landlord and the estimated cost of such condemnationrestoration. If this Lease is not terminated as provided above, subject the Base Rent payable by Tenant shall be reduced in direct proportion to a pro-rata the reduction in rentalnet floor space of the building by reason of the condemnation or taking. Any dispute resulting from Section 9.3 of If this Lease is terminated as provided above, the Base Rent and other charges which are the obligation of Tenant hereunder shall be submitted apportioned and prorated accordingly as of the date of termination. The whole of any award or compensation for any portion of the Leased Premises taken, condemned or conveyed in lieu of taking or condemnation shall be solely the property of and payable to Landlord. Nothing herein to the American Arbitration Society, whose decision contrary contained shall be binding on deemed to preclude Tenant from seeking, at its own cost and expense, an award from the parties heretocondemning authority for loss of its business, the value of any trade fixtures or other personal property of Tenant in the Leased Premises or moving expenses or the difference, if any, between the rental rate provided for herein and the market rent which Tenant is required to pay upon relocation, provided that the award for any such claim or claims shall not be in diminution of the award made to Landlord.

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

Eminent Domain. If the wholeIf, or at any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose time during the term of this Lease. TENANT reserves , title to a substantial portion of the unto itself Premises (meaning thereby so much as shall render the remaining portion substantially unusable by the Tenant for the purposes set forth in Section 3) shall be taken by exercise of the right to prosecute condemnation or eminent domain or by agreement between Landlord and those authorized to exercise such right (all such proceedings being collectively referred to as a “Taking”), this Lease shall terminate and expire on the date of such Taking and rent shall be apportioned and paid to the date of such Taking. Except as expressly set forth below, any award for the value of the Premises, land, buildings and improvements, and loss of rent from Tenant, shall belong to Landlord, and Tenant shall not be entitled to share in any such award. To the extent such compensation award or recovery to Tenant does not diminish the amount of the compensation award or recovery otherwise awardable to Landlord, Tenant shall have the right to claim and recover from the condemning authority, but not from the Landlord, such compensation as may be separately awarded or recoverable by Tenant in Tenant’s own right on account of any and all damage to Tenant’s business by reason of any condemnation, for and on account of any cost or loss to which Tenant might be put in relocating its claim business or removing Tenant’s merchandise, furniture, fixtures and equipment from the Premises, for an award based upon its any cost or loss to Tenant’s improvements, or for loss of the value, if any, of Tenant’s leasehold interest for such taking, without impairing any rights of LANDLORD for at the taking of or injury to the reversion. In the event that a part time of the demised premises Taking. If the title to less than a “substantial portion” of the Premises shall be taken or condemned in condemnation so that (a) the part so taken includes business conducted on said Premises can be continued without material diminution, this Lease shall continue in full force and effect. If the building on Taking does not amount to a substantial portion but does materially adversely affect the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises Tenant’s ability to any adjacent public street or highway, then and in any such eventconduct its business, the TENANT may at any time either prior to or within a period of sixty (60) days rent from and after the date when possession of the premises vesting of title in the condemnor shall be required by equitably adjusted to reflect the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part diminished value of the demised premises shall be taken or condemned under circumstances under which Premises to the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations Tenant as a direct result of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If In the whole, or any part event the whole of the demised premises Premises, the Building or the Project shall be taken under the power of eminent domain, or condemned by sold to prevent the exercise thereof (collectively, a “Taking”), this Lease shall automatically terminate as of the date of such Taking. In the event a Taking of a portion of the Project, the Building or the Premises shall, in the reasonable opinion of Landlord, substantially interfere with Landlord’s operation thereof, Landlord may terminate this Lease upon thirty (30) days’ written notice to Tenant given at any competent authority for any public use or purpose during time within sixty (60) days following the term date of such Taking. For purposes of this Lease. TENANT reserves , the unto itself date of Taking shall be the right to prosecute its claim for an award based upon its leasehold interest for earlier of the date of transfer of title resulting from such taking, without impairing any rights Taking or the date of LANDLORD for the taking transfer of or injury to the reversionpossession resulting from such Taking. In the event that a part portion of the demised premises shall be taken or condemned that (a) the part Premises is so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionis not terminated, then and in either such event the LANDLORD Landlord shall, with reasonable promptnessdiligence, make necessary repairs use commercially reasonable efforts to and alterations of the improvements on the demised premises for the purpose of restoring the same proceed to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, restore (to the extent that may have been necessary permitted by such condemnationLaw and covenants, subject conditions and restrictions then applicable to the Project) the Premises (other than Tenant’s personal property and fixtures, and above-standard tenant improvements) to a pro-rata reduction in rentalcomplete, functioning unit. Any dispute resulting from Section 9.3 In such case, the Basic Annual Rent shall be reduced proportionately based on the portion of the Premises so taken. If all or any portion of the Premises is the subject of a temporary Taking, this Lease shall remain in full force and effect and Tenant shall continue to perform each of its obligations under this Lease; in such case, Tenant shall be submitted entitled to receive the entire award allocable to the American Arbitration Societytemporary Taking of the Premises. Except as provided herein, whose decision Tenant shall not assert any claim against Landlord or the condemning authority for, and hereby assigns to Landlord, any compensation in connection with any such Taking, and Landlord shall be binding on entitled to receive the parties heretoentire amount of any award therefor, without deduction for any estate or interest of Tenant. Nothing contained in this Paragraph 10 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the condemning authority for the Taking of personal property, fixtures, above standard tenant improvements of Tenant or for relocation or moving expenses recoverable by Tenant from the condemning authority. This Paragraph 10 shall be Tenant’s sole and exclusive remedy in the event of a Taking.

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

Eminent Domain. If the whole, all or any part of the demised premises Premises, the Building or the Common Areas shall be taken or condemned by any competent authority for any public use conveyed as a result of the exercise of the power of eminent domain, this Lease shall terminate as to the part so taken as of the date of taking, and, in the case of a partial taking, either Landlord or purpose during the term of this Lease. TENANT reserves the unto itself Tenant shall have the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury terminate this Lease as to the reversionbalance of the Premises by written notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by either party of such right to terminate shall be that the portion of the Premises, the Building or the Common Areas taken or conveyed shall be of such extent and nature as to handicap, impede or impair Tenant’s use of the balance of the Premises for Tenant’s Use. In the event of any taking, Landlord shall be entitled to any and all compensation, damages, income, rent awards or any interest therein whatsoever which may be paid or made in connection therewith, and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease or otherwise, provided that Tenant shall be entitled to any and all compensation, damages, income, rent or awards paid for or on account of Tenant’s moving expenses, trade fixtures, equipment and any leasehold improvements in the Premises, the cost of which was borne by Tenant. In the event of a part taking of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall Premises which does not result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision termination of this Lease, may the monthly rental herein shall be apportioned as an alternative of the date of such taking so that thereafter the Rents to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT be paid by Tenant shall fail to exercise any such option to terminate this Lease or to purchase the premises or be in the event ratio that a part the area of the demised premises shall be Premises not so taken or condemned under circumstances under which bears to the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations total area of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately Premises prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If the whole, or any part over ten percent (10%) of the demised premises Premises or ten percent (10%) of the parking spaces serving the Premises shall be taken or condemned by appropriated under the power of eminent domain or conveyed in lieu thereof, Tenant shall have the right to terminate this Lease at its option; however, Tenant’s right to terminate due to a taking of over ten percent (10%) of the parking spaces shall be void if either: (i) Landlord builds a parking structure on the Land to replace said spaces within ninety (90) days of the taking subject to Tenant’s reasonable approval of the design, location and construction of said structure; or (ii) if such a parking structure cannot be built within said ninety (90) day period, Landlord agrees in writing within such ninety (90) day period to build such a parking structure within two hundred seventy (270) days of the taking and provides valet parking during Business Hours (at no cost or expense to Tenant) for the number of cars which is equal to the number of parking spaces which have been so taken or appropriated, and if Landlord agrees to so build a parking structure it shall promptly commence and diligently pursue the building of such parking structure to completion. In either of such events, Landlord shall receive (and Tenant shall assign to Landlord upon demand from Landlord) any competent authority income, rent, award or any interest therein which may be paid in connection with the exercise of such power of eminent domain, and Tenant shall have no claim against Landlord for any public use part of sum paid by virtue of such proceedings, whether or purpose during not attributable to the value of the unexpired term of this Lease. TENANT reserves Lease except that Tenant shall be entitled to petition the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD condemning authority for the taking following : (i) the then unamortized cost of any Alterations or injury tenant improvements paid for by Tenant from its own funds (as opposed to any allowance provided by Landlord); (ii) the reversion. In the event that a part value of Tenant’s trade fixtures; (iii) Tenant’s relocation costs; (iv) Tenant’s goodwill, loss of business and business interruption; and (v) one-half of the demised premises shall be taken or condemned that amount which is the lesser of (a) the part so taken includes the building on the demised premises or any part thereof bonus value of this Lease, or (b) the amount of the award in excess of the sum of amounts payable to Landlord’s ground lessor (if any) and any holder of a mortgage or other third party lien encumbering Landlord’s ground lease estate or fee simple ownership in the Property. If a part of the Premises shall be so taken or appropriated or conveyed and neither party hereto shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this LeaseLease and the Premises have been damaged as a consequence of such partial taking or appropriation or conveyance, Landlord shall restore the Premises continuing under this Lease at Landlord’s cost and expense; provided, however, that Landlord shall not be required to repair or if restore any option injury or damage to purchase the premises is conferred upon property of Tenant or to make any repairs or restoration of any Alterations installed on the TENANT Premises by any other provision or at the expense of Tenant. Thereafter, the Rent and Additional Charges to be paid under this LeaseLease for the remainder of the Term shall be proportionately reduced, may as an alternative such that thereafter the amounts to be paid by Tenant shall be in the ratio that they are of the portion of the Premises not so taken bears to the total area of the Premises prior to such termination taking. Notwithstanding anything to the contrary contained in this Paragraph 21, if the temporary use or occupancy of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises Premises shall be taken or condemned appropriated under circumstances under which power of eminent domain during the TENANT will have no such optionTerm, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all Rent and Additional Charges payable hereunder by Tenant during the American Arbitration SocietyTerm; in the event of any such temporary appropriation or taking, whose decision Tenant shall be binding on entitled to receive that portion of any award which represents compensation for the parties heretouse of or occupancy of the Premises during the Term, and Landlord shall be entitled to receive that portion of any award which represents the cost of restoration of the Premises and the use and occupancy of the Premises after the end of the Term. If such temporary taking is for a period longer than ninety (90) days and unreasonably interferes with Tenant’s use of the Premises or the Project Common Areas, then Tenant shall have the right to terminate the Lease unless, if applicable, Landlord agrees to provide valet parking (at no cost to Tenant) in the same as described in clause (ii) of the first sentence of this Paragraph.

Eminent Domain. 10. If the whole, whole or any part of the demised premises shall be taken acquired or condemned by any competent authority Eminent Domain for any public or quasi public use or purpose during purpose, then and in that event, the term of this Leaselease shall cease and terminate from the date of title vesting in such proceeding and Tenant shall have no claim for the value of any unexpired term of said lease. TENANT reserves the unto itself Tenant shall have the right to prosecute its make an independent claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD to the condemning authority for the taking value of or injury Tenant’s moving expenses and personal property, trade fixtures and equipment, provided Tenant is entitled pursuant to the reversion. In the event that a part terms of the demised premises lease to remove such property, trade fixtures and equipment at the end of the term, and provided further such claim does not reduce Owner’s award. Assignment, Mortgage, Etc.: 11. Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall be taken not assign, mortgage or condemned that (a) the part so taken includes the building on encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof or (b) to be used by others, without the part so taken shall remove from the premises 20% or more prior written consent of Owner in each instance. Transfer of the front depth majority of the parking areas thereofstock of a corporate Tenant or the majority interest in any partnership or other legal entity which is Tenant shall be deemed an assignment. If this lease be assigned, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner may, after default by Tenant, collect rent from the assignee, undertenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained .The consent by Owner to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Owner to any adjacent public street further assignment or highwayunderletting. Electric Current: 12. Rates and conditions in respect to submetering or rent inclusion, then as the case may be, to be added in RIDER attached hereto. Tenant covenants and agrees that at all times its use of electric current shall not exceed the capacity of existing feeders to the building or the risers or wiring installation, and Tenant may not use any electrical equipment which, in any Owner’s opinion, reasonably exercised, will overload such event, installations or interfere with the TENANT may use thereof by other tenants of the building. The change at any time either prior to or within a period of sixty (60) days after the date when possession of the premises character of electric service shall in no way make Owner liable or responsible to Tenant, for any loss, damages or expenses which Tenant may sustain. Access to Premises: 13. Owner or Owner’s agents shall have the right (but shall not be required by the condemning authority elect obligated) to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase enter the demised premises in accordance with any emergency at any time, and, at other reasonable times, to examine the same and to make such purpose option. In repairs, replacements and improvements as Owner may deem necessary and reasonably desirable to any portion of the event that TENANT shall fail building, or which Owner may elect to exercise any such option to terminate this Lease or to purchase the premises or perform in the event that a part of the demised premises shall be taken after Tenant’s failure to make repairs, or condemned perform any work which Tenant is obligated to perform under circumstances under which the TENANT will have no such optionthis lease, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises or for the purpose of restoring complying with laws, regulations and other directions of governmental authorities. Tenant shall permit Owner to use, maintain and replace pipes, ducts, and conduits in and through the demised premises, and to erect new pipes, and conduits therein provided, wherever possible, that they are within walls or otherwise concealed. Owner may, during the progress of any work in the demised premises, take all necessary materials and equipment into said premises without the same constituting an eviction, nor shall Tenant be entitled to any abatement of rent while such work is in progress, nor to any damages by reason of loss or interruption of business or otherwise. Throughout the term hereof Owner shall have the right to enter the demised premises at reasonable hours for the purpose of showing the same to an economic architectural unit, susceptible to prospective purchasers or mortgagees of the building and during the last six (6) months of the term for the purpose of showing the same use as that to prospective tenants, and may, during said six (6) months period, place upon the demised premises the usual notices “To Let” and “For Sale” which was notices Tenant shall permit to remain thereon without molestation. lf Tenant is not present to open and permit an entry into the demised premises, Owner or Owner’s agents may enter the same whenever such entry may be necessary or permissible by master key or forcibly, and provided reasonable care is exercised to safeguard Tenant’s property, such entry shall not render Owner or its agents liable therefore, nor in any event shall the obligations of Tenant hereunder be affected. If during the last month of the term Tenant shall have removed all or substantially all of Tenant’s property therefrom, Owner may immediately enter, alter, renovate or redecorate the demised premises without limitation or abatement of rent or incurring liability to Tenant for any compensation, and such act shall have no effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of on this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretolease or Tenant’s obligation hereunder.

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

Eminent Domain. If all or substantially all of the wholePremises shall be appropriated or condemned by any public authority in the exercise of its right of eminent domain, or this Lease shall terminate (with respect to only the portion of the Premises condemned) as of the date such taking shall occur. If any taking of any part of the demised premises shall be taken or condemned Premises occurs which would render the Premises unsuitable for the business then being conducted by any competent authority for any public use or purpose during Lessee, then the term of this Lease. TENANT reserves , at the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights option of LANDLORD for the taking of or injury Lessee exercised by giving written notice to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or Lessor within a period of sixty (60) days after the date when possession of such taking, shall terminate as of the premises date of such taking. In the event of a taking of any part of the Premises which is not extensive enough to render the Premises unsuitable for the business then being conducted by Lessee, then Lessor, to the extent possible, shall be required by promptly restore the condemning authority elect Premises to terminate this Lease, or if any option a condition comparable to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative its condition immediately prior to such termination of taking (less the portion lost in the taking) and this Lease elect to purchase the demised premises shall continue in accordance with such purpose optionfull force and effect. In the event that TENANT shall fail to exercise any such option to terminate this Lease shall not terminate upon any taking of all or to purchase the premises or in the event that a any part of the demised premises Premises, there shall be taken or condemned under circumstances under which the TENANT will have no such option, then and an equitable reduction in either such event the LANDLORD shall, Base Rent with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible respect to the same use Premises. Except as that which was in effect immediately prior otherwise herein specifically provided, Lessor or its first mortgage lender shall be entitled to such all awards and proceeds payable by reason of any taking, whether full or partial, as damages or otherwise. Lessee hereby expressly waives any right or claim to the extent any part thereof and assigns to Lessor its interest therein; provided, however, that may have been necessary by where such condemnation, subject to taking results in a pro-rata reduction in rental. Any dispute resulting from Section 9.3 termination of this Lease as to all or any part of the Premises, then Lessee shall be submitted entitled to that portion, if any, of an award made to, or for the benefit of, Lessee, specifically for the cost of removal of trade fixtures. Lessee shall have no claim against Lessor for the value of the unexpired term of the Lease as to the American Arbitration Society, whose decision part of the Premises taken. Nothing contained herein shall be binding on construed to preclude Lessee from prosecuting any claim directly against the parties heretocondemning authority in any condemnation proceedings; provided, however, that no such claim shall diminish or otherwise adversely affect Lessor’s award or the award of any mortgage lender.

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

Eminent Domain. If the wholeIf, or at any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose time during the term of this Lease. TENANT reserves Lease Agreement, title to a substantial portion of the unto itself Premises (meaning thereby so much as shall render the remaining portion substantially unusable by the Tenant for the purposes set forth in Section 3 shall be taken by exercise of the right to prosecute condemnation or eminent domain or by agreement between Landlord and those authorized to exercise such right (all such proceedings being collectively referred to as a "Taking"), this Lease shall terminate and expire on the date of such Taking and rent shall be apportioned and paid to the date of such Taking. Except as expressly set forth below, any award for the value of the Premises, land, buildings and improvements, and loss of rent from Tenant, shall belong to Landlord, and Tenant shall not be entitled to share in any such award. To the extent such compensation award or recovery to Tenant does not diminish the amount of the compensation award or recovery otherwise awardable to Landlord, Tenant shall have the right to claim and recover from the condemning authority, but not from the Landlord, such compensation as may be separately awarded or recoverable by the Tenant in Tenant's own right on account of any and all damage to Tenant's business by reason of any condemnation, for and on account of any cost or loss to which Tenant might be put in relocating its claim equipment or removing Tenant's furniture, fixtures and equipment from the Premises, for an award based upon its any cost or loss to Tenant's improvements, or for loss of the value, if any, of Tenant's leasehold interest for such taking, without impairing any rights of LANDLORD for at the taking of or injury to the reversion. In the event that a part time of the demised premises Taking. If the title to less than a "substantial portion" of the Premises shall be taken or condemned in condemnation so that (a) the part so taken includes business conducted on said Premises can be continued without material diminution, this Lease shall continue in full force and effect. If the building on Taking does not amount to a substantial portion but does materially adversely affect the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises Tenant's ability to any adjacent public street or highway, then and in any such eventconduct its business, the TENANT may at any time either prior to or within a period of sixty (60) days rent from and after the date when possession of the premises vesting of title in the condemnor shall be required by equitably adjusted to reflect the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part diminished value of the demised premises shall be taken or condemned under circumstances under which Premises to the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations Tenant as a direct result of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. (a) If the whole, or any part portion of the demised premises shall be Leased Premises is taken or condemned by any competent authority for any public or quasi-public use under governmental law, ordinance or purpose during regulation, or by right of eminent domain, or by private purchase in lieu thereof and the term taking prevents or materially interferes with the use of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD Leased Premises for the taking of purpose for which it was leased to Tenant or injury causes the Leased Premises to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highwaynot comply with Applicable Laws, then and in any such event, the TENANT may at any time either prior to or within a period of sixty ten (6010) days after such taking Landlord shall notify Tenant as to whether or not Landlord will reconstitute the date when possession of Leased Premises such that it once again complies with Applicable Laws or replicate the premises shall be required by Leased Premises to substantially the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which condition it was in effect immediately prior to such taking, as applicable, within one hundred fifty (150) days after such taking. If Landlord notifies Tenant that it will not replicate or reconstitute the Leased Premises, as applicable, or otherwise fails to complete the extent that may have been necessary reconstitution or replication within one hundred fifty (150) days after such taking, then this Lease shall terminate and the Rent shall be abated during the unexpired portion of this Lease, effective as of the date of such taking. In the event any taking does not materially interfere with the use of the Leased Premises for the purposes for which it was used by such condemnationTenant, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 this Lease shall not terminate, but the Base Rent payable hereunder during the unexpired portion of this Lease shall be submitted to reduced based upon the American Arbitration Society, whose decision shall percentage reduction of the square feet in the Building caused by the taking or as is otherwise fair and reasonable under all of the circumstances. Rent will not otherwise be binding on the parties heretoreduced or abated.

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

Eminent Domain. If If, during the wholeTerm, the Premises or any part thereof, or the whole or any substantial part of the demised premises Building, shall be taken taken, or condemned by any competent authority if a conveyance shall be made in anticipation thereof, for any street or other public use, by action of the municipal, state, federal or other authorities, or shall receive any substantial direct or consequential damage for which Landlord shall be entitled to compensation by reason of anything lawfully done in pursuance of any public authority (referred to herein as a “Taking”), then this Lease and the Term hereof shall terminate at the election of Landlord and such election may be made in case of any such taking notwithstanding the entire interest of Landlord may have been divested by such taking; and if Landlord does not so elect, then in case of any such taking or destruction of, or damage to, the Premises, rendering the same or any part thereof unfit for use and occupation, a just proportion of the Base Rent and Additional Rent for real estate taxes and Operating Expenses hereinbefore reserved according to the nature and extent of the injury sustained by the Premises, shall be suspended or purpose during abated until the term Premises or, in case of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD what may remain thereof, shall have been put in proper condition for use and occupation. To the extent that the Premises, upon having been put in proper condition for use and occupation are smaller, the Base Rent hereinbefore reserved and Tenant’s Pro-Rata Share shall be adjusted for the taking balance of or injury the lease term in the same proportion which the reduction in space bears to the reversionoriginal RSF of the Premises. In the event that of a part Taking where Tenant’s use and enjoyment of the demised premises shall be taken or condemned that twenty-five percent (a25%) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereofPremises has been impacted, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises Tenant may terminate this Lease upon written notice to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or Landlord within a period of sixty (60) days after of such Taking. If this Lease is not terminated as provided in this Section and to the extent proceeds are made available to Landlord, Landlord shall use commercially reasonable efforts to apply, so much of the available proceeds of the eminent domain award as are required to restore the Premises to a condition, to the extent practical, substantially the same as that existing on the date when possession of such taking, but subject to zoning laws and building codes then in existence. If the available proceeds of the premises eminent domain award are insufficient in Landlord’s opinion for that purpose, there shall be required no obligation by Landlord to expend funds in excess of said proceeds allocated to the condemning authority elect to terminate this Lease, or if any option to purchase Premises. Tenant shall have the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option right to terminate this Lease or by notice to purchase Landlord after the premises or in Landlord does not restore the event that a part Premises to the condition required above within one hundred and twenty (120) days of such taking. The term “available proceeds” shall mean the amount of the demised premises shall be taken or condemned under circumstances under which award paid to the TENANT will have no such option, then Landlord and in either such event available to the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations repair of the improvements on Premises, less cost of obtaining the demised premises same (including, without limitation, reasonable attorneys’ fees and appraisal fees) and less the amount thereof required to be paid to a mortgagee and less any amounts as determined by Landlord in Landlord’s reasonable discretion to other portions of the Building other than the Premises. Landlord reserves, for itself, all rights to compensation for damage to the Premises or any part thereof, or the leasehold hereby created, heretofore accrued or hereafter to accrue, by reason of any taking for public use of said Premises or any portion thereof, or right appurtenant thereto, or privilege or easement in, through, under or over the same, and by way of confirmation of the foregoing Tenant hereby assigns all rights to such damages heretofore accrued or hereafter accruing during the term to Landlord; provided, however, nothing herein contained shall limit Tenant’s right to any separate award for the purpose taking of restoring personal property, moving and relocation awards, expenses, or other items including the same to an economic architectural unitloss of business goodwill so long as the payment of which shall not reduce the award payable to, susceptible to the same use as that which was in effect immediately prior to such takingapplicable, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoLandlord.

Eminent Domain. (a) If the whole, all or any part of the demised premises Premises shall be taken or condemned appropriated by any competent public or quasi-public authority for under the power of eminent domain, or any public use agreement in lieu thereof, this Lease shall terminate as to the part so taken as of the date of taking and, in the case of a partial taking, either Landlord or purpose during the term of this Lease. TENANT reserves the unto itself Tenant shall have the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury terminate this Lease as to the reversionbalance of the Premises by giving written notice to the other within ninety (90) days after such dates provided, however, that a condition to the exercise by Landlord or Tenant of such right to terminate shall be that the portion of the Premises taken shall be of such extent and nature as to render the balance of the Premises unusable or uneconomical for Tenant's purposes. In the event that a part of any taking by exercise of the demised premises power of eminent domain, or agreement in lieu thereof, Landlord shall be taken entitled to all compensation, damage, income, rent awards and interest thereon whatsoever which may be paid or condemned made in connection therewith and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease or of any of the work performed by Landlord in the Premises for or by Tenants provided, however, that (a) the part so taken includes the building on the demised premises nothing contained herein shall prohibit or any part thereof or (b) the part so taken shall remove prevent Tenant from seeking at its cost and expense and retaining for its own account from the premises 20% authority exercising the power of eminent domain an award to compensate Tenant for the unamortized cost of any improvements, additions or more alteration to the Premises, which were paid for solely at Tenant's expense, its relocation expenses and for any loss by Tenant of any movable furniture, equipment and other personal property resulting from such exercise. In the event of a partial taking of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall Premises which does not result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision termination of this Lease, may as an alternative the rent thereafter to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned paid under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoequitably reduced.

Eminent Domain. If the wholeBuilding, or a substantial part thereof or a substantial part of the Premises, shall be lawfully taken or condemned or conveyed in lieu thereof, (or conveyed under threat of such taking or condemnation), for any public or quasi-public use or purpose, the term of this Lease shall end upon and not before the date of the taking of possession by the condemning authority and without apportionment of the award. Tenant hereby assigns to Landlord Xxxxxx's interest, if any, in such award and specifically agrees that any such award shall be the entire property of Landlord in which Tenant shall not be entitled to share. Tenant further waives any right to challenge the right of the condemning authority to proceed with such taking. Current rent shall be apportioned as of the date of such termination. If any part of the demised premises Building other than the Premises or not constituting a substantial part of the Premises, shall be so taken or condemned (or conveyed under threat of such taking or condemnation), or if the grade of any street adjacent to the Building is changed by any competent authority for any public use and such taking or purpose during change of grade makes it necessary or desirable to substantially remodel or restore the term of this Lease. TENANT reserves the unto itself Building, Landlord shall have the right to prosecute its claim for an award based cancel this Lease upon its leasehold interest for such taking, without impairing any rights not less than ninety (90) days notice prior to the date of LANDLORD cancellation designated in the notice. No money or other consideration shall be payable by Landlord to Tenant for the taking right of or injury cancellation, and Tenant shall have no right to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and share in any such event, condemnation award or in any judgment for damages or in any proceeds of any sale made under any threat of condemnation or taking. Tenant shall have the TENANT may at any time either prior right to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or separately pursue its own award for relocation expenses in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretocondemnation proceedings.

Eminent Domain. If more than twenty-five percent (25%) of the wholePremises is taken for any public or quasi-public use under the power of eminent domain (including without limitation a voluntary sale or transfer in lieu thereof), either party hereto shall have the right, at its option, to terminate this Lease by written notice to the other party given within ten (10) days of the date of such taking, and Lessor shall be entitled to any and all income, rent, award, or any part interest therein whatsoever which may be paid or made (the “Award”) in connection with such taking, and Lessee shall have no claim against Lessor for the value of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the unexpired term of this Lease. TENANT reserves If this Lease is terminated as provided above: (i) the unto itself termination shall be effective as of the right to prosecute its claim for an award based date upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury which title to the reversion. In Premises or a portion thereof, passes to and vests in the event that a part condemnor or the effective date of any order for possession if issued prior to the date title vests in the condemnor; (ii) Lessor shall refund to Lessee any prepaid but unearned Rentals and the unused balance of the demised premises Security Deposit; and (iii) Lessee shall be taken pay to Lessor any Rentals or condemned that other charges due Lessor under the Lease, prorated as of the date of taking. If twenty-five percent (a25%) or less than twenty-five percent (25%) of the part Premises is taken, or more than twenty-five percent (25%) thereof is so taken includes the building on the demised premises or any part thereof or and neither party elects to terminate as herein provided, (bi) the part so taken Lessee shall remove receive from the premises 20% or more Award that portion of the front depth Award attributable to trade fixtures of Lessee located in the portion of the parking areas thereof, or (c) the part so Premises taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required which would otherwise have been removable by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such takingLessee hereunder, to the extent the Award is not payable to the beneficiary or mortgagee of a deed of trust or mortgage affecting the Building, and Lessor shall receive the balance of the Award; and (ii) the Base Rent thereafter to be paid hereunder for the Premises shall be reduced in the same ratio that may have been necessary by such condemnationthe percentage of the Premises so taken bears to the aggregate rentable square feet in the Premises immediately prior to the taking. Notwithstanding this Article 24 above, subject to upon a pro-rata reduction in rental. Any dispute resulting from Section 9.3 temporary taking of this all or any portion of the Premises, the Lease shall remain in effect and Lessee shall continue to pay and be submitted liable for all Rentals under this Lease. Upon such temporary taking, Lessee shall be entitled to any Award for the temporary use of the portion of the Premises taken which is attributable to the American Arbitration Societyperiod prior to the date of Lease Termination, whose decision and Lessor shall be binding on entitled to any portion of the parties heretoAward for such use attributable to the period after Lease Termination. As used in this paragraph, a temporary taking shall mean a taking for a period of one year or less and does not include a taking which is to last for an indefinite period and/or which will terminate only upon the happening of a specified event unless it can be determined at the time of the taking when such event will occur.

Eminent Domain. If the whole, all or any part of the demised premises Premises shall be taken by an public or condemned by quasi-public authority under the power of eminent domain or conveyance in lieu thereof, this Lease shall terminate as to any competent authority portion of the Premises so taken or conveyed on the date when title vests in the condemnor, and Landlord shall be entitled to any and all payment, income, rent, award, or any interest therein whatsoever which may be paid or made in connection with such taking or conveyance, and Tenant shall have no claim against Landlord or otherwise for the value of any public use or purpose during the unexpired term of this Lease. TENANT reserves Notwithstanding the unto itself foregoing paragraph, any compensation specifically awarded Tenant for loss of business, Tenant's personal property, moving cost or loss of goodwill, shall be and remain the property of Tenant. If (i) any action or proceeding is commenced for such taking of the Premises or any part thereof, or if Landlord is advised in writing by any entity or body having the right or power of condemnation of its intention to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for condemn the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas portion thereof, or (cii) any of the part foregoing events occur with respect to the taking of any space in the Complex not leased hereby, or if any such spaces so taken or conveyed in lieu of such taking and Landlord shall consist of 25% or more decide to discontinue the use and operation of the total parking areaComplex, or (d) such partial taking shall result in cutting off direct access from decide to demolish, alter or rebuild the demised premises to any adjacent public street or highwayComplex, then and then, in any of such event, events Landlord shall have the TENANT may at any time either prior right to or within a period of terminate this Lease by giving Tenant written notice thereof with sixty (60) days after of the date when possession of receipt of said written advice, or commencement of said action or proceeding, or taking conveyance, which termination shall take place as of the premises first to occur of the last day of the calendar month next following the month in which such notice is given or the date on which title to the Premises shall be required by vest in the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose optioncondemnor. In the event of such a partial taking or conveyance of the Premises, if the portion of the Premises taken or conveyed is so substantial that TENANT the Tenant can no longer reasonably conduct its business, Tenant shall fail have the privilege of terminating this Lease within sixty (60) days from the date of such taking or conveyance, upon written notice to exercise any Landlord of its intention so to do, and upon giving of such option notice this Lease shall terminate on the last day of the calendar month next following the month in which such notice is given, upon payment of Tenant of the rent from the date of such taking or conveyance to the date of termination. If a portion of the Premises be taken by condemnation or conveyance in lieu thereof and neither Landlord nor Tenant shall terminate this Lease or as provided herein, this Lease shall continue in full force and effect as to purchase the premises or in the event that a part of the demised premises Premises not so taken or conveyed, and the rent herein shall be apportioned as of the date of such taking or conveyance so that thereafter the rent to be paid by Tenant shall be in the ratio that the area of the portion of the Premises not so taken or condemned under circumstances under which conveyed bears to the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations total area of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately Premises prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If a portion of the wholePremises materially and adversely affecting the operation of Lessee's business from the Premises is taken or appropriated for any public or quasi-public use under the power of eminent domain, or conveyed in lieu thereof, Lessee shall have the right, at its option, to terminate this Lease by written notice to Lessor given within ten (10) days of the date of such taking, appropriation or conveyance. If any substantial part of the demised premises Building or the Project other than the Premises is so taken, appropriated or conveyed, Lessor shall be taken or condemned by any competent authority for any public use or purpose during have the term of right at its option to terminate this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury Notwithstanding anything to the reversioncontrary contained in this Article, Lessor shall not be permitted to terminate this Lease following condemnation to portions of the Project other than the Premises unless Lessor also concurrently terminates the leases of all similarly affected Building tenants. If this Lease is terminated as provided above: (i) the termination shall be effective as of the date upon which title to the Premises, the Building, the Project, or a portion thereof, passes to and vests in the condemnor or the effective date of any order for possession if issued prior to the date title vests in the condemnor; (ii) Lessor shall refund to Lessee any prepaid but unearned Rentals and the unused balance of the Security Deposit; and (iii) Lessee shall pay to Lessor any Rentals or other charges due Lessor under the Lease, prorated as of the date of taking. In the event that a part of the demised premises any such taking, appropriation or conveyance in lieu thereof, (i) Lessor shall be taken or condemned that (a) entitled to the part so taken includes the building on the demised premises entirety of any and all income, rent, award, or any part thereof interest therein whatsoever which may be paid or made (bthe "Award") in connection therewith (including, without limitation, any Award attributable to the part so taken shall remove from the premises 20% or more value of the front depth any unexpired Term of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease), or if and Lessee shall have no claim against Lessor for (and hereby assigns to Lessor any option claim which Lessee may have for) any Award attributable to purchase the premises is conferred upon the TENANT by value of any other provision unexpired Term of this Lease, may as an alternative and Lessee shall be entitled to such termination make a claim for any separate award attributable to any taking of Lessee's trade fixtures and any amount allocable to the then unamortized cost of any Lessee Improvements made by Lessee at Lessee's cost (based upon monthly straight line amortization over the initial eighty-four (84) month Lease Term); and (ii) if this Lease elect is not terminated as provided above, the Rental thereafter to purchase be paid hereunder for the demised premises in accordance with such purpose option. In the event that TENANT Premises shall fail to exercise any such option to terminate this Lease or to purchase the premises or be reduced in the event same ratio that a part the percentage of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations area of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unitPremises so taken, susceptible appropriated or conveyed bears to the same use as that which was in effect total area of the Premises immediately prior to such the taking, appropriation or conveyance. In addition, if any Rentable Area in the Building containing the Premises is so taken, appropriated or conveyed and this Lease is not terminated by Lessor, Lessee's Percentage Share of Excess Expenses shall be adjusted pursuant to Article 7. Notwithstanding this Article 24 above, upon a temporary taking of all or any portion of the Premises, the Lease shall remain in effect and Lessee shall continue to pay and be liable for all Rentals under this Lease. Upon such temporary taking, Lessee shall be entitled to any Award for the temporary use of the portion of the Premises taken which is attributable to the extent that may have been necessary by such condemnationperiod prior to the date of Lease Termination, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease and Lessor shall be submitted entitled to any portion of the Award for such use attributable to the American Arbitration Societyperiod after Lease Termination. As used in this paragraph, whose decision a temporary taking shall mean a taking for a period of two hundred seventy (270) days or less and does not include a taking which is to last for an indefinite period and/or which will terminate only upon the happening of a specified event unless it can be binding on determined at the parties heretotime of the taking when such event will occur.

Eminent Domain. (a) If the whole, all or any part of the demised premises Demised Premises shall be taken or condemned by any competent authority for any public or quasi-public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part by virtue of the demised premises exercise of the power of eminent domain or by private purchase in lieu thereof, this Lease shall be taken or condemned that (a) terminate as to the part so taken includes as of the building on date of taking, and, in the demised premises case of a partial taking, either Landlord or any part thereof or Tenant shall have the right to terminate this Lease as to the balance of the Demised Premises by written notice to the other within thirty (b30) days after such date; provided, however, that a condition to the part so exercise by Tenant of such right to terminate shall be that the portion of the Demised Premises taken shall remove from the premises 20% be of such extent and nature as materially to handicap, impede or more impair Tenant's use of the front depth balance of the parking areas thereof, or (c) the part so taken shall consist of 25% or more Demised Premises for its normal business operations. If title to a portion of the total parking areaBuilding or Project is taken (even if no part of the Demised Premises is taken) and such taking results in a material adverse affect to Tenant's use and occupancy of the Demised Premises or Tenant's access to the Building Parking Facilities or the Demised Premises (and Landlord does not alleviate the effects of such taking by repairs or replacements made within a reasonable time after such taking), or Tenant may terminate this Lease by written notice thereof to Landlord within seventy-five (d75) days after the date of such partial taking shall result in cutting off direct access from the demised premises taking; provided, however, Landlord may nullify such termination by Tenant by giving written notice to any adjacent public street or highwayTenant within ten (10) days after receipt of such termination notice that such material adverse affect will be so alleviated as soon as reasonably possible, then and in any event within three hundred fifty-five (355) days of the date of such eventnullification notice. If title to so much of the Building is taken that a reasonable amount of reconstruction thereof will not in Landlord's sole discretion result in the Building being a practical improvement and reasonably suitable for use for the purpose for which it is designed, and provided Landlord elects not to reconstruct the TENANT may at remaining portion of the Building for general office use and terminates the leases of all tenants of the Building whose premises (or any time either prior portion thereof) are so taken, then Landlord shall have the right to or terminate this Lease by written notice to Tenant within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If the whole, or any part of the demised premises entire Improved Leased Premises shall be taken by reason of condemnation or condemned by any competent authority for any public use or purpose during the term under eminent domain proceedings, Lessee may terminate this Lease as of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required Improved Leased Premises is so taken by the condemning authority elect to terminate this Leaseentity. If a portion of the Improved Leased Premises, including without limitation the building, site improvements, parking or if any option to purchase the premises is conferred upon the TENANT access, shall be taken under eminent domain or by any other provision reason of this Lease, may as an alternative condemnation to such termination an extent that the taking materially adversely affects Lessee's use of this Lease elect to purchase the demised premises in accordance with such purpose option. In Improved Leased Premises, Lessee shall have the event that TENANT shall fail to exercise any such option to terminate this Lease by written notice to Lessor within forty-five (45) days of such taking. If this Lease is not so terminated, Lessee may at its sole cost and expense, and with a contractor acceptable to Lessor, restore the remaining portions of the Improved Leased Premises as Lessee deems necessary or appropriate (subject to purchase applicable law) without abatement of rent. For purposes of this Section 19, (i) a partial taking shall be deemed to include loss or impairment of access to and from the premises Improved Leased Premises and (ii) grants or conveyances made in lieu or in the event that anticipation of or under threat of a part of the demised premises taking or condemnation shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, deemed a taking. Both parties shall pursue their own damage awards with reasonable promptness, make necessary repairs respect to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to any such taking, to the extent provided however that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease Lessee shall be submitted entitled to, and nothing herein shall prevent Lessee from seeking, an award for taking of or damage to Lessee's trade fixtures and any award for Lessee's moving expenses, so long as said awards do not diminish the American Arbitration Society, whose decision shall be binding on the parties heretoaward to which Lessor is entitled.

Eminent Domain. If the wholeProject, or any part of the demised premises thereof, shall be condemned or otherwise taken for public or condemned by any competent authority for any quasi-public use under the power of eminent domain, or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such takingbe transferred in lieu thereof, without impairing any rights of LANDLORD all damages or other amounts awarded for the taking of of, or injury to to, the reversion. In the event that a part of the demised premises Project shall be taken or condemned that paid to Lender, and Lender shall have the right, in its sole and absolute discretion, to apply the amounts so received against (a) the part so taken includes the building on the demised premises or any part thereof or costs and expenses of Lender, including reasonable attorneys’ fees incurred in connection with collection of such amounts and (b) the part so taken balance against the Obligations; provided, however, that if (i) no Potential Default or Event of Default shall remove from have occurred and be continuing hereunder, (ii) Borrower provides evidence satisfactory to Lender of Borrower’s ability to pay all amounts becoming due under this Loan Agreement during the premises 20% pendency of any restoration or more repairs to or replacement of the front depth Project, and (iii) Lender determines that the proceeds of such award are sufficient to restore, repair, replace and rebuild the parking areas thereofProject as nearly as possible to its value, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then condition and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect character immediately prior to such taking, or, if the proceeds of such award are insufficient for such purpose, if Borrower provides additional sums to Lender’s reasonable satisfaction so that the aggregate of such sums and the proceeds of such award will be sufficient for such purpose, the proceeds of such award, together with additional sums provided by Borrower, shall be placed in a designated Account (the “Loss Proceeds Account”) for the benefit of Lender and Borrower to be used to restore, repair, replace and rebuild the Project as nearly as possible to its value, condition and character immediately prior to such taking, and any withdrawals from the Loss Proceeds Account shall be subject to the extent satisfaction of all conditions imposed by Lender using Lender’s standard construction loan advance procedures. Borrower hereby covenants to diligently prosecute any restoration, repairs or replacement of the Project undertaken by or on behalf of Borrower pursuant to this Section 4.22, and agrees that may have been necessary by all such condemnationwork shall be conducted pursuant to written contracts, subject to a pro-rata reduction Xxxxxx’s prior written approval of such contracts, and free and clear of all mechanic’s or materialmen’s or other liens or lien claims arising from such work. In the event any condemnation proceeds remain following the restoration, repair or replacement of the Project, such proceeds shall be applied against the Obligations in rental. Any dispute resulting from Section 9.3 accordance with the terms of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoLoan Agreement.

Eminent Domain. If the whole, or any part over ten percent (10%) of the demised premises Premises or ten percent (10%) of the parking spaces serving the Premises shall be taken or condemned by appropriated under the power of eminent domain or conveyed in lieu thereof, Tenant shall have the right to terminate this Lease at its option; however, Tenant’s right to terminate due to a taking of over ten percent (10%) of the parking spaces shall be void if either: (i) Landlord builds a parking structure on the Land to replace said spaces within ninety (90) days of the taking subject to Tenant’s reasonable approval of the design, location and construction of said structure; or (ii) if such a parking structure cannot be built within said ninety (90) day period, Landlord agrees in writing within such ninety (90) day period to build such a parking structure within two hundred seventy (270) days of the taking and provides valet parking during Business Hours (at no cost or expense to Tenant) for the number of cars which is equal to the number of parking spaces which have been so taken or appropriated, and if Landlord agrees to so build a parking structure it shall promptly commence and diligently pursue the building of such parking structure to completion. In either of such events, Landlord shall receive (and Tenant shall assign to Landlord upon demand from Landlord) any competent authority income, rent, award or any interest therein which may be paid in connection with the exercise of such power of eminent domain, and Tenant shall have no claim against Landlord for any public use part of sum paid by virtue of such proceedings, whether or purpose during not attributable to the value of the unexpired term of this Lease. TENANT reserves Lease except that Tenant shall be entitled to petition the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD condemning authority for the taking following : (i) the then unamortized cost of any Alterations or injury tenant improvements paid for by Tenant from its own funds (as opposed to any allowance provided by Landlord); (ii) the reversion. In the event that a part value of Tenant’s trade fixtures; (iii) Tenant’s relocation costs; (iv) Tenant’s goodwill, loss of business and business interruption; and (v) one-half of the demised premises shall be taken or condemned that amount which is the lesser of (a) the part so taken includes the building on the demised premises or any part thereof bonus value of this Lease, or (b) the amount of the award in excess of the sum of amounts payable to Landlord’s ground lessor (if any) and any holder of a mortgage or other third party lien encumbering Landlord’s ground lease estate or fee simple ownership in the Property. If a part of the Premises shall be so taken or appropriated or conveyed and neither party hereto shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this LeaseLease and the Premises have been damaged as a consequence of such partial taking or appropriation or conveyance, Landlord shall restore the Premises continuing under this Lease at Landlord’s cost and expense; provided, however, that Landlord shall not be required to repair or if restore any option injury or damage to purchase the premises is conferred upon property of Tenant or to make any repairs or restoration of any Alterations installed on the TENANT Premises by any other provision or at the expense of Tenant. Thereafter, the Rent and Additional Charges to be paid under this LeaseLease for the remainder of the Term shall be proportionately reduced, may as an alternative such that thereafter the amounts to be paid by Tenant shall be in the ratio that they are of the portion of the Premises not so taken bears to the total area of the Premises prior to such termination taking. Notwithstanding anything to the contrary contained in this Paragraph 21, if the temporary use or occupancy of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises Premises shall be taken or condemned appropriated under circumstances under which power of eminent domain during the TENANT will have no such optionTerm, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all Rent and Additional Charges payable hereunder by Tenant during the American Arbitration SocietyTerm; in the event of any such temporary appropriation or taking, whose decision Tenant shall be binding on entitled to receive that portion of any award which represents compensation for the parties heretouse of or occupancy of the Premises during the Term, and Landlord shall be entitled to receive that portion of any award which represents the cost of restoration of the Premises and the use and occupancy of the Premises after the end of the Term. If such temporary taking is for a period longer than ninety (90) days and unreasonably interferes with Tenant’s use of the Premises or the Project Common Areas, then Tenant shall have the right to terminate the Lease unless Landlord agrees to provide valet parking (at no cost to Tenant) in the same as described in clause (ii) of the first sentence of this Section.

Eminent Domain. If Should the wholeleased premises or the building be taken, appropriated or condemned for public purposes, or any voluntarily transferred in lieu of condemnation, in whole or in such substantial part of as to render the demised building unsuitable for Lessor’s purposes or the leased premises shall be taken or condemned by any competent authority unsuitable for any public use or purpose during Lessee’s purposes, the term of this Lease. TENANT reserves lease shall, at the unto itself option of Lessor in the first instance and at the option of Lessee in the second instance, terminate when Lessee’s right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury possession is terminated. If neither party exercises this option to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or terminate within a period of sixty (60) 10 days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Leasesuch taking, or if any option to purchase the premises is conferred upon portion of the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the leased premises or the building taken, appropriated, condemned or voluntarily transferred in lieu of condemnation does not render the event that a building unsuitable for Lessor’s purposes or the leased premises unsuitable for Lessee’s purposes, then this lease shall terminate only as to the part taken or conveyed on the date Lessee shall yield possession, and Lessor shall make such repairs and alterations as may be necessary to make the part not taken usable, and the rental payable hereunder shall be reduced in proportion to the part of the demised leased premises taken. All compensation awarded for such taking of the fee and leasehold shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs belong to and alterations be the property of Lessor without any deduction therefrom for any present or future estate of Lessee and Lessee hereby assigns to Lessor all its right, title and interest to any such award. However, Lessee shall have the improvements right to recover from the condemning authority, but not from Lessor, such compensation as may be awarded to Lessee on the demised premises account of interruption of Lessee’s business, for the purpose moving and relocation expenses and for depreciation to and removal of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoLessee’s goods and trade fixtures.

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

Eminent Domain. If at any time during the whole, Term of this Lease the entire Premises or any part of the demised premises thereof shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that as a part result of the demised premises exercise of the power of eminent domain or sold under threat of the exercise of such power (a "taking"), this Lease shall be taken or condemned that (a) terminate as to the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more as of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to takes possession or title, whichever occurs first. If all or any substantial portion of the Premises, or any portion of the Project other than the Premises, shall be taken, Landlord may terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT at its option, by any other provision giving Tenant written notice of this Lease, may as an alternative to such termination within thirty (30) days of this Lease elect to purchase such taking. If all or a portion of the demised premises Premises in accordance excess of twenty percent (20%) of the floor area thereof shall be taken with such purpose option. In the event result that TENANT shall fail to exercise any such option to Tenant's use of the Premises is substantially impaired, Tenant may terminate this Lease or at its option by giving Landlord written notice of such termination within thirty (30) days of such taking. If neither party terminates this Lease pursuant to purchase this Article, this Lease shall remain in full force and effect except that the premises or rent payable by Tenant hereunder shall be reduced in the event that a part of same proportion as the demised premises floor area taken in the Premises bears to the total floor area in the Premises. Landlord shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs entitled to and alterations Tenant hereby assigns to Landlord the entire amount of any award or payment made in connection with a taking; provided, however, that Tenant shall be entitled to any payment or award attributable to the improvements on the demised premises taking of removable personal property or trade fixtures belonging to Tenant or Tenant's moving expenses or any award for the purpose value of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, tenant's leasehold interest except to the extent that may have been necessary by such condemnation, subject award would reduce or otherwise diminish the condemnation award to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to Landlord for the American Arbitration Society, whose decision shall be binding on the parties heretoProperty.

Eminent Domain. If the whole, all or any part of the demised premises Demised Premises or the Building or the Development shall be taken as a result of the exercise of the power of eminent domain, this Lease shall terminate as to the part so taken as of the date of taking, and, in the case of partial taking of the Demised Premises, either Landlord or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself Tenant shall have the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury terminate this Lease as to the reversionbalance of the Demised Premises by notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Demised Premises taken shall be of such extent and nature as substantially to handicap, impede or impair Tenant’s use of the balance of the Demised Premises. In the event that a part of the demised premises any taking, Landlord shall be taken or condemned that (a) the part so taken includes the building on the demised premises entitled to any and all compensation, damages, income, rent, awards, or any part thereof interest therein whatsoever which may be paid or (b) made in connection therewith, and Tenant shall have no claim against Landlord for the part so taken shall remove from the premises 20% or more value of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination unexpired term of this Lease elect to purchase or otherwise, provided that Tenant, shall have the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such takingright, to the extent that the same shall not reduce or prejudice Landlord’s award, to claim and receive from the condemning authority such compensation as may have been necessary be recoverable by such condemnationTenant in its own right for moving expenses, subject damage to Tenant’s property and business, the cost of leasehold improvements paid by Tenant, and value of Tenant’s leasehold. . In the event of a pro-rata reduction partial taking of the Demised Premises which does not result in rental. Any dispute resulting from Section 9.3 a termination of this Lease Lease, the rental thereafter to be paid shall be submitted reduced on a per square foot basis; provided, however, if more than 25% of the Demised Premises are taken, Tenant shall have the right to terminate this Lease by providing written notice to Landlord within thirty (30) days of the American Arbitration Society, whose decision shall be binding on the parties heretodate of such taking.

Eminent Domain. If the whole, all or any part of the demised premises Premises shall be taken or condemned by any competent authority for any public use conveyed as a result of the exercise of the power of eminent domain, this Lease shall terminate as to the part so taken as of the date of taking, and, in the case of a partial taking, either Landlord or purpose during the term of this Lease. TENANT reserves the unto itself Tenant shall have the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury terminate this Lease as to the reversionbalance of the Premises by written notice to the other within 30 days after such date; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises taken or conveyed shall be of such extent and nature as substantially to handicap, impede or impair Tenant's use of the balance of the Premises. In the event of any taking, Landlord shall be entitled to any and all compensation, damages, income, rent awards or any interest therein whatsoever which may be paid or made in connection therewith, and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease or otherwise, provided that a part Tenant shall be entitled to any and all compensation, damages, income, rent or awards paid for or on account of Tenant's moving expenses, trade fixtures, equipment and any leasehold improvements in the Premises, the cost of which was borne by Tenant, to the extent of the demised premises shall be taken or condemned that (a) then unamortized value of such improvements for the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more remaining term of the front depth Lease. In the event of a taking of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall Premises which does not result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision termination of this Lease, may the monthly rental herein shall be apportioned as an alternative of the date of such taking so that thereafter the rent to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT be paid by Tenant shall fail to exercise any such option to terminate this Lease or to purchase the premises or be in the event ration that a part the area of the demised premises shall be Premises not so taken or condemned under circumstances under which bears to the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations total area of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately Premises prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. 14.1 If the whole, all or any part of the demised premises Premises shall be taken as a result of the exercise of the power of eminent domain or condemned by any competent authority for any public use transfer in lieu thereof, this Lease shall terminate as to the part so taken as of the date of taking, and, in the case of a partial taking, either Landlord or purpose during the term of this Lease. TENANT reserves the unto itself Tenant shall have the right to prosecute its claim for an award based upon its leasehold interest for terminate this Lease as to the balance of the Premises by written notice to the other within thirty (30) days after such takingdate, without impairing any rights provided, however, that a condition to the exercise by Tenant of LANDLORD for such right to terminate shall be that the portion of the Premises taken shall be of such extent and nature as substantially to handicap, impede or impair Tenant’s use of the balance of the Premises. Landlord shall also have the right to terminate this Lease if there is a taking of or injury any portion of the Building which would leave the remainder of the Building unsuitable for use as an office building in a manner comparable to the reversionBuilding’s use prior to the taking. In the event of any taking, Landlord shall be entitled to any and all compensation, damages, income, rent, awards, or any interest therein whatsoever which may be paid or made in connection therewith, and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease or otherwise; provided that a part Landlord shall have no claim to any portion of the demised premises shall award that is specifically allocable to Tenant’s relocation expenses or the interruption of or damage to Tenant’s business or the value of any Alterations which Landlord required to be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more removed upon expiration of the front depth term. In the event of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision termination of this Lease, the Base Rent and Additional Charges thereafter to be paid shall be equitably reduced. Tenant hereby waives any rights it may as an alternative to such termination have under Sections 1265.120 or 1265.130 of the California Code of Civil Procedure. If this Lease elect to purchase is not terminated, the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part rentable square footage of the demised premises shall be taken or condemned under circumstances under which Building, the TENANT will have no such option, then rentable square footage of the Premises and in either such event the LANDLORD Tenant’s Share shall, with reasonable promptnessif applicable, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoappropriately adjusted.

Eminent Domain. If the whole, all or any a material part of the demised premises Building or the Land is taken by any public authority under the power of eminent domain (or purchased in lieu thereof), and as a result thereof, Tenant is unable to operate its business within the Premises in accordance with its historical use of the Premises, then the Term shall cease on the part so taken, and any rent paid in advance of such date shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself refunded to Tenant, and Tenant shall have the right to prosecute its claim for an award based terminate this Lease upon its leasehold interest for such takingwritten notice to Landlord, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises which notice shall be taken or condemned that delivered not less than thirty (a30) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either days prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by taken property is delivered to the condemning authority elect authority. A material part of the Building is defined as 15% or more of the Building area and a material part of the Land is defined as a change of grade or of the entrance to terminate this Lease, the Land from the abutting public right-of-way which prevents convenient access by trucks to the loading areas or if any option a reduction of parking to purchase a number of total on-site parking spaces to a less than the premises is conferred upon number of peak persons employed at the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose optionPremises plus three (3) additional parking spaces for guests. In the event that TENANT shall fail to exercise any such option to Tenant does not terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionLease, then and in either such event the LANDLORD Tenant shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been the proceeds of the condemnation award or purchase are available, make all necessary by such condemnation, subject repairs to the Building and Premises to render and restore the same to a pro-rata complete architectural unit or repair, restore or replace Land Improvements, including any change of grade to permit access to the Premises, and Tenant shall continue in possession of the portion of the Premises not taken under the power of eminent domain, under the terms and conditions of this Lease, except that the Base Rent shall be reduced in direct proportion of the amount of the Building taken. There shall be no reduction in rentalBase Rent if any portion of the Land is taken and Tenant continues to be able to operate its business within the Premises in accordance with its historical use of the Premises. Any dispute resulting from Section 9.3 Except as otherwise provided in this Paragraph 14, all damages awarded for such taking (or the purchase price) shall belong to and be the property of Landlord, whether such damages be awarded as compensation for diminution in value of the leasehold or to the fee of the Building; provided, however, Landlord shall not be entitled to any portion of the award (or the purchase price) made to Tenant for removal and reinstallation of trade fixtures, loss of business or moving expenses. If all or any part of any Addition(s) is taken by any public authority under the power of eminent domain (or purchased in lieu thereof), both Landlord and Tenant shall be entitled to participate in the settlement of the condemnation claim against the condemning public authority. If Landlord and Tenant are unable to agree to the condemnation proceeds allocable to the Addition(s), the matter shall be settled by appraisal in accordance with Paragraph 28 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoLease.

Eminent Domain. To the best of Landlord's knowledge as of the date of this Lease, there are no current or pending actions to condemn any portion of the Project, nor any current or pending governmental eminent domain claims that would affect the Project. If the wholeentire Project is condemned or taken for any public or quasi-public purpose, including any purchase in lieu of condemnation, this Lease shall terminate as of the date of taking of possession for such use or any purpose. If a portion of the Project is condemned or taken, (whether or not the Premises be affected), Landlord may, by notice to Tenant, terminate this Lease as of the date of the taking of possession for such purpose. If Landlord does not terminate this Lease, and if the taking results in a reduction in the occupiable square footage of the Premises, then the Base Rent shall be reduced pro-rata, and Landlord shall repair the remaining part of the demised premises Premises to substantially its former condition to the extent reasonably feasible, provided that if the condemnation causes the Premises to be unusable for Tenant's Permitted Use, Tenant may terminate this Lease by giving notice within ten (10) days after notification by Landlord of the intended extent of the taking, such termination to be effective on the date of the Taking. Landlord shall be taken or condemned by entitled to the entire award in any competent authority condemnation proceeding, including any award for the value of any public use or purpose during the unexpired term of this Lease. TENANT reserves , and shall have the unto itself exclusive authority to settle the condemnation proceeding, and the exclusive discretion to grant "possession and use" to the condemning authority, and Tenant shall have no claim against Landlord or against the proceeds of the condemnation except that Tenant shall have the right to prosecute its claim bring a separate action to recover compensation for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoTenant's moving expenses.

Eminent Domain. Section 13.1 If (a) all of the floor area of the Premises, or so much thereof as shall render the Premises wholly untenantable, shall be permanently acquired or condemned for any public or quasi-public use or purpose, or (b) a portion of the Real Property, not including the Premises, shall be so acquired or condemned, but by reason of such acquisition or condemnation, Tenant no longer has means of access to the Premises, then this Lease and the Term shall end as of the date of the vesting of title with the same effect as if that date were the Expiration Date. If the whole, parking area or any part of the demised premises a material portion thereof shall be taken permanently acquired or condemned by any competent authority for any public or quasi-public use or purpose during such that Tenant has insufficient parking for its use of the term Premises, and if Tenant is unable after using good faith efforts to obtain substitute sufficient parking for its use of the Premises, Tenant may upon notice to Landlord, within one hundred twenty (120) days after such taking, terminate this Lease. TENANT reserves the unto itself the right to prosecute If Tenant has insufficient parking by reason of a condemnation or other taking as aforesaid and Tenant finds suitable replacement parking or other reasonable alternatives thereto (including van or shuttle services) then provided Tenant does not exercise its claim for an award based upon its leasehold interest for such takingright, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereofif any, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, Landlord shall reimburse Tenant for the costs of such replacement parking or if parking alternatives up to the net proceeds actually received by Landlord from the condemning authority. In the event of any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect and the Term pursuant to purchase the demised premises in accordance with such purpose option. In the event that TENANT provisions of this Article 13, Fixed Rent and Additional Rent shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part be apportioned as of the demised premises date of sooner termination and any prepaid portion of Fixed Rent or Additional Rent for any period after such date shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs refunded by Landlord to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoTenant.

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

Eminent Domain. If In the whole, or any part event the whole of the demised premises Premises, the Building or the Project shall be taken under the power of eminent domain, or condemned by sold to prevent the exercise thereof (collectively, a “Taking”), this Lease shall automatically terminate as of the date of such Taking. In the event a Taking of a portion of the Project, the Building or the Premises shall, in the reasonable opinion of Landlord or Tenant, substantially interfere with Landlord’s operation thereof, Landlord or Tenant may terminate this Lease upon thirty (30) days’ written notice to the other given at any competent authority for time within sixty (60) days following the date of such Taking. In the event a Taking of a portion of the Project, the Building or the Premises shall, in the reasonable opinion of Tenant, substantially interfere with Tenant’s use and occupancy of the Premises, Tenant may terminate this Lease upon thirty (30) days’ written notice to Landlord given at any public use or purpose during time within sixty (60) days following the term date of such Taking. For purposes of this Lease. TENANT reserves , the unto itself date of Taking shall be the right to prosecute its claim for an award based upon its leasehold interest for earlier of the date of transfer of title resulting from such taking, without impairing any rights Taking or the date of LANDLORD for the taking transfer of or injury to the reversionpossession resulting from such Taking. In the event that a part portion of the demised premises shall be taken or condemned that (a) the part Premises is so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionis not terminated, then and in either such event the LANDLORD Landlord shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary of proceeds paid to Landlord as a result of the Taking, with reasonable diligence, use commercially reasonable efforts to proceed to restore (to the extent permitted by such condemnationLaw and covenants, subject conditions and restrictions then applicable to the Project) the Premises (other than Tenant’s personal property and fixtures, and above-standard tenant improvements) to a pro-rata reduction in rentalcomplete, functioning unit. Any dispute resulting from Section 9.3 In such case, the Rent shall be reduced proportionately based on the portion of the Premises so taken. If all or any portion of the Premises is the subject of a temporary Taking (provided, that if such temporary taking exceeds nine (9) months, Tenant shall have a termination right), this Lease shall remain in full force and effect and Tenant shall continue to perform each of its obligations under this Lease; in such case, Tenant shall be submitted entitled to receive the entire award allocable to the American Arbitration Societytemporary Taking of the Premises. Except as provided herein, whose decision Tenant shall not assert any claim against Landlord or the condemning authority for, and hereby assigns to Landlord, any compensation in connection with any such Taking, and Landlord shall be binding on entitled to receive the parties heretoentire amount of any award therefor, without deduction for any estate or interest of Tenant. Nothing contained in this Paragraph 10 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the condemning authority for the Taking of personal property, fixtures, above standard tenant improvements of Tenant and for relocation and moving expenses recoverable by Tenant from the condemning authority. This Paragraph 10 shall be Tenant’s sole and exclusive remedy in the event of a Taking. This Lease sets forth the terms and conditions upon which this Lease may terminate in the event of a Taking.

Eminent Domain. If the whole, all or any part of the demised premises Premises shall be taken or condemned by any competent public or quasi-public authority under the power of eminent domain or conveyance in lieu thereof, this Lease shall terminate as to any portion of the Premises so taken or conveyed on the date when title vests in the condemnor, and Landlord shall be entitled to any and all payments, income, rent, award or any interest therein whatsoever which may be paid or made in connection with such taking or conveyance. Tenant shall have no claim against Landlord or otherwise for the value of any public use or purpose during the unexpired term of this Lease. TENANT reserves Notwithstanding the unto itself the right foregoing, Tenant shall be entitled to prosecute any compensation for Tenant’s equipment and fixtures and any compensation for its claim for an award based upon its leasehold interest for relocation expenses necessitated by such taking, without impairing any rights but in each case only to the extent the condemning authority makes a separate award therefor or specifically identifies a portion of LANDLORD the award as being therefor. Each party waives the provisions of Section 1265.130 of the California Code of Civil Procedure (which section allows either party to petition the Superior Court to terminate this Lease in the event of a partial taking of the Premises) and, in such event, the obligations of the parties hereunder shall not be affected and Tenant shall be entitled to the full award for the temporary taking. If any action or proceeding is commenced for such taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises Premises or any part thereof portion thereof, or of any other space in the Project constituting fifty percent (b50%) the part so taken shall remove from the premises 20% or more of the front depth number of square feet in the parking areas Project, or if Landlord is advised in writing by any entity or body having the right or power of condemnation of its intention to condemn the Premises or any portion thereof, or of any other space in the Project constituting fifty percent (c50%) the part so taken shall consist of 25% or more of the total parking areanumber of square feet in the Project, and Landlord shall decide to discontinue the use and operation of the Project or decide to demolish, alter or rebuild the Project, or (d) such partial taking shall result in cutting off direct access from decide that the demised premises to any adjacent public street remaining portion of the Project or highwayPremises cannot be restored, then and in any such event, Landlord shall have the TENANT may at any time either prior right to or terminate this Lease by giving Tenant written notice thereof within a period of sixty (60) days after of the earlier of the date when possession of Landlord’s receipt of such notice of intention to condemn or the commencement of said action or proceeding. Such termination shall be effective as of the premises last day of the calendar month next following the month in which such notice is given or the date on which title shall be required by vest in the condemning authority elect to terminate this Leasecondemnor, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose optionwhichever occurs first. In the event that TENANT shall fail to exercise of a partial taking, or conveyance in lieu thereof, of the Premises, and fifty percent (50%) or more of the number of square feet in the Premises are taken or if such taking (after taking into account any such option to restoration by Landlord of the remaining Premises) unreasonably interferes with the conduct of Xxxxxx’s business in the Premises, then Tenant may terminate this Lease Lease. Any election by Tenant to so terminate shall be by written notice given to Landlord within sixty (60) days from the date of such taking or to purchase conveyance and shall be effective on the premises last day of the calendar month next following the month in which such notice is given or the date on which title shall vest in the event that condemnor, whichever occurs first. If a portion of the Premises is taken by power of eminent domain or conveyance in lieu thereof and neither Landlord nor Tenant terminates this Lease as provided above, then this Lease shall continue in full force and effect as to the part of the demised premises Premises not so taken or conveyed and all payments of rent shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations apportioned as of the improvements on date of such taking or conveyance so that thereafter the demised premises for amounts to be paid by Tenant shall be in the purpose ratio that the area of restoring the same to an economic architectural unit, susceptible portion of the Premises not so taken bears to the same use as that which was in effect immediately total area of the Premises prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. 25.01 If the wholewhole of the Demised Premises shall be taken by any public or quasi-public authority under the power of condemnation, eminent domain or expropriation, or in the event of conveyance of the whole of the Demised Premises in lieu thereof, this Lease shall terminate as of the day possession shall be taken by such authority. If fifteen percent (15%) or less of the Floor Space of the Building shall be so taken or conveyed, this Lease shall terminate only in respect of the part so taken or conveyed as of the day possession shall be taken by such authority. If more than fifteen percent (15%) of the Floor Space of the Building shall be so taken or conveyed, this Lease shall terminate only in respect of the part so taken or conveyed as of the day possession shall be taken by such authority, but either party shall have the right to terminate this Lease upon notice given to the other party within thirty (30) days after taking such possession. If so much of the parking facilities shall be so taken or conveyed that the number of parking spaces necessary, for the continued operation of the Demised Premises shall not be available, Tenant may, by notice to Landlord, terminate this Lease as of the day possession shall be taken. If this Lease shall continue in effect as to any portion of the Demised Premises not so taken or conveyed, the Rent shall be reduced in the proportion which the area of the part of the demised Building so acquired or condemned bears to the total area of the Building immediately prior to such acquisition or condemnation. Except as specifically provided herein, in the event of any such taking or conveyance there shall be no reduction in Rent. If this Lease shall be terminated in accordance with the provisions of this Section 25.01, 41 45 this Lease and the Term shall come to an end and expire as of the date of the taking, with the same effect as if such date were the Expiration Date, and the Rent shall be apportioned as of the date of such termination and any prepaid portion of Rent for any period after such date shall be refunded by Landlord to Tenant. Notwithstanding the foregoing, however, if this Lease shall be terminated by reason of a taking of the whole of the Demised Premises or by reason of Tenant electing to terminate this Lease pursuant to the provisions hereof, and if Landlord, within five (5) days after such taking or after notice of such election is given by Tenant, Landlord shall offer to relocate Tenant's entire operation located at the Demised Premises to other premises located in the Lincoln Harbor Project, which other premises shall be of comparable size and quality and Landlord in fact shall so relocate Tenant within ninety (90) days (or such shorter period as may be possible and provided that Landlord shall use its best efforts) after notice of such election, then either such Termination shall be deemed to be rescinded and of no further force or effect and Tenant's obligations hereunder shall remain unaffected. In the case of such relocations, Fixed Rent, Tenants' Fraction, Tenants' Proportionate Share, if applicable, and Operating Expenses shall be equitably adjusted based upon the floor space of such other premises. If this Lease shall continue in effect, Landlord shall, at its expense, but shall be obligated only to the extent of the net award or other compensation (after deducting all expenses in connection with obtaining same) available to Landlord for the improvements taken or condemned by conveyed (excluding any competent authority award or other compensation for any public use land or purpose during for the unexpired portion of the term of this any Superior Lease. TENANT reserves ), make all necessary alterations so as to constitute the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such takingremaining Building a complete architectural and tenantable unit, without impairing any rights of LANDLORD except for the taking of Tenant's Property, and Tenant shall make all alterations or injury replacements to the reversionTenant's Property and decorations in the Building. In All awards and compensation for any taking or conveyance, whether for the event that whole or a part of the demised premises Land or Building or otherwise, shall be taken property of Landlord, and Tenant hereby assigns to Landlord all of Tenant's right, title and interest in and to any and all such awards and compensation. Tenant shall be entitled to claim, prove and receive in the condemnation proceeding such award or condemned that (a) compensation as may be allowed for the part so taken includes the building on the demised premises Tenant's Property, Tenant's trade fixtures and for loss of business, goodwill, moving and depreciation or any part thereof or (b) the part so taken shall remove from the premises 20% or more injury to and cost of removal of the front depth of Tenant's Property, to the parking areas thereof, 42 46 extent such award or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises compensation shall be required made by the condemning authority elect in addition to, and shall not result in a reduction of, the award or compensation made by it to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoLandlord.

Eminent Domain. If Except as may be otherwise agreed to by Landlord and Tenant as provided in this Section, if all of the wholePremises, or any part such portion of the demised premises shall be Premises and/or Building or access thereto (including access to parking at the Complex) as renders the remainder impractical for the Permitted Use, are taken or condemned by any competent public authority for any public use under the power or purpose during threat of eminent domain or by private purchase in lieu thereof, then the term of this Lease. TENANT reserves Lease shall cease as of the unto itself the right to prosecute its claim for an award based upon its leasehold interest for date possession shall be taken by such takingpublic authority, without impairing and Landlord shall make a pro rata refund of any rights of LANDLORD for the taking of or injury to the reversionAnnual Base Rent that may have been paid in advance. In the event that a part less than the entire Building is so taken and the Premises are not in that portion of the demised premises shall be taken or condemned that (a) the part Building so taken includes and provided the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more Premises are not rendered untenantable thereby but Landlord reasonably determines that operation of the front depth remainder of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highwayBuilding is thereby rendered impracticable, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase shall terminate only at the demised premises in accordance with such purpose optionoption of Landlord. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that only a part of the demised premises Premises is so taken and the parties agree that this Lease shall not so terminate, there shall be taken or condemned under circumstances under which the TENANT will have no such option, then and a pro rata reduction in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises Annual Base Rent for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to period following such taking, and all other terms and provisions hereof shall remain in full effect. All damages awarded for any such taking shall belong to and be the property of Landlord for diminution in value to this leasehold or to the extent fee of the Premises; provided, however, that may have been necessary by such condemnationLandlord shall not be entitled to any portion of the award made to Tenant for loss of business, subject depreciation to and cost of removal of stock and fixtures. For the avoidance of doubt, any temporary closure of the Premises pursuant to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 government order does not satisfy the requirements of an eminent domain taking under this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoparagraph.

Eminent Domain. If The Ground Lessor shall advise the wholeLessee of any proposed taking by any state, federal or local authority of all or a portion of the Chicopee Facility, including the Leased Premises. The Ground Lessor shall cooperate with the Lessee in connection with the negotiation of any such taking and any awards or damages payable to the Ground Lessor in connection therewith and shall take any reasonable action relating thereto requested by the Lessee. Prior to the occurrence of an Event of Default hereunder, as said term is hereinafter defined, or any part under the Note or the Sublease, the Ground Lessor will not adjust or settle such damage or award claim without the prior consent of the demised premises Lessee, which consent shall not be taken or condemned by any competent authority for any public use or purpose during unreasonably withheld. After the occurrence and continuance of an Event of Default hereunder, as said term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereofis hereinafter defined, or (c) under the part so taken shall consist of 25% Note or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such eventSublease, the TENANT may Ground Lessor will permit the Lessee, at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any Lessee's option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such takingeach instance, to the extent that may have been necessary exclusion of the Ground Lessor, to conduct the adjustment of each such damage or award claim. The Ground Lessor hereby appoints the Lessee as the Ground Lessor's attorney in fact after the occurrence and continuance of an Event of Default hereunder, as said term is hereinafter defined, or under the Note, to obtain, adjust and settle each such damage or award claim and to endorse in favor of the Lessee any and all drafts and other instruments with respect thereto. The within appointment, being coupled with an interest, is irrevocable until this Ground Lease and Security Agreement is terminated by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.written instrument executed by a duly

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth estate therein, or any other part of the parking areas thereof, or (c) the part so taken shall consist of 25% or more building materially affecting Lessee's use of the total parking areapremise, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highwaybe taken by eminent domain, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after this lease shall terminate on the date when possession title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be required by entitled proportionate reduction of rent while such repairs are being made based upon the condemning authority extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to terminate make such repairs which cannot be made within 15 days,this Lease, or if any lease may be terminated at the option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. either party.In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of buildxxx xx xhich the demised premises shall may be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs situated destroyed to and alterations an extent of the improvements on not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises for be injured or not.a total destruction of the purpose of restoring building in which the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that premises n may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of be situated will terminate this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretolease.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. , Standard sc 10 TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. 28.1 If any person, authority or corporation public, private or otherwise, shall at any time during the whole, term of this Lease or any renewal thereof lawfully condemn or take under power of eminent domain or condemnation the whole or any part of the demised premises Premises, then at the option of the Landlord this Lease shall immediately cease and terminate upon possession being taken thereunder of the Premises or any part thereof, and the Basic Rental and Additional Rental provided for hereunder shall be taken apportioned and adjusted as of the time of such termination. The Landlord shall notify the Tenant of any such proceedings pertaining to or condemned in any way involving the Premises, and the Tenant shall have the right, at Tenant's sole cost and expense, to interpose and prosecute in any such proceeding a claim for the value of its leasehold interests in the Premises or any part thereof and for the value of any fixtures or improvements installed in or made to the Premises by any competent authority for any public use the Tenant, and all sums recovered or purpose during awarded on the basis of such claims by the Tenant shall belong to and be payable to the Tenant. If, in the event of a partial taking which taking materially interferes with Tenant's business operations, then Tenant, at its election, may terminate this Lease by giving notice to Landlord of its election and in such event the Basic Rental and Additional Rental shall be apportioned and adjusted as of the date of termination. If the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises Lease shall not be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highwayterminated as aforesaid, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 term of this Lease shall continue in full force and effect, and Landlord shall within a reasonable time after possession is physically taken (subject to delays due to shortage of labor, materials or equipment,, labor difficulties, breakdown of equipment, government restrictions, fires, other casualties or other causes beyond the reasonable control of Landlord) repair or rebuild what may remain of the Premises for the occupancy of Tenant; and a just proportion of the Basic Rental and Additional Rental shall be submitted abated, according to the American Arbitration Societynature and extent of the part of the Premises acquired or condemned, whose decision shall be binding on in proportion to the parties heretoarea of the Premises rendered unusable for Tenant to conduct its ordinary business as previously conducted at the Premises for the balance of the term of the Lease.

Eminent Domain. If (1) the whole, whole or any part more than fifty percent (50%) of the demised premises floor area of the Premises shall be taken or condemned by any competent authority Eminent Domain for any public or quasi-public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for (or rendered untenantable by such takinga taking or condemnation), without impairing any rights of LANDLORD for the taking of or injury and either party shall elect, by giving written notice to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereofother, or (c2) the part so taken shall consist of more than twenty-five percent (25% or more %) of the total parking areafloor area of the Building shall be so taken, or (d) such partial taking and Landlord shall result elect, in cutting off direct access from the demised premises its sole discretion, by giving written notice to Tenant, any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior written notice to or within a period of be given not more than sixty (60) days after the date when possession of the premises on which title shall be required by the condemning authority elect vest in such condemnation proceeding, to terminate this Lease, or if any option to purchase then, in either such event, the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination Term of this Lease elect to purchase shall cease and terminate as of the demised premises in accordance with such purpose optiondate of title vesting. In the event that TENANT shall fail to exercise case of any such option to terminate taking or condemnation where the Term of this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then not cease and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such takingterminate, to the extent that may have been necessary the Premises (or any part of the Premises) are taken or condemned, or rendered untenantable by such taking or condemnation, subject the rent shall xxxxx from the date of such taking or condemnation (in the case that only a part of the Premises is so affected, in proportion to a pro-rata reduction in rentalthe area of such part of the Premises to the area of the entire Premises). Any dispute resulting from Section 9.3 In case of any taking or condemnation, whether or not the Term of this Lease shall be submitted to cease and terminate, the American Arbitration Society, whose decision entire award shall be binding on the parties heretoproperty of Landlord, and Tenant hereby assigns to Landlord all its right, title and interest in and to any such award, except that Tenant shall be entitled to claim, prove and receive in the proceedings such awards as may be allowed for moving expenses, loss of profit and fixtures and other equipment installed by it which shall not, under the terms of this Lease, be or become the property of Landlord at the termination hereof, but only if such awards shall be made by the condemnation, court or other authority in addition to, and be stated separately from, the award made by it for the Property or part thereof so taken.

Eminent Domain. If the whole, or any part more than twenty-five percent (25%) of the demised premises Premises shall be taken appropriated by or condemned by any competent authority for conveyed to any public use or purpose during authority under the term power of this Lease. TENANT reserves eminent domain, either party hereto shall have the unto itself the right to prosecute right, at its claim for an award based upon its leasehold interest for such takingoption, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect said taking, to terminate this LeaseLease upon written notice. If less than twenty-five percent (25%) of the Premises is taken or conveyed, or if more than twenty-five percent (25%) is taken and neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced; Landlord shall, as diligently as practicable following receipt of the condemnation award, restore the Premises as nearly as is reasonably possible to the condition existing prior to the taking, and Tenant, at Tenant’s expense, shall make repairs and restorations to the Premises remaining to place the same in the condition as received and shall also repair or replace its stock in trade, personal property, equipment and fixtures, and, if Tenant has closed, shall promptly reopen for business. If any option part of the Center other than the Premises shall be so taken, appropriated, or conveyed, Landlord shall within sixty (60) days of the taking, or conveyance, whichever occurs later, have the right at its option, to purchase the premises is conferred terminate this Lease upon the TENANT by any other provision of this Lease, may as an alternative written notice to Tenant. Any such termination shall be effective as of this Lease elect to purchase the demised premises date specified in accordance with such purpose optionthe notice, and all rent shall be accounted for as of the date of termination. In the event that TENANT of any taking, appropriation or conveyance, whatsoever, Landlord shall fail be entitled to exercise any such option to terminate and all awards and/or settlements which may be given, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired term of this Lease or to purchase the premises or in Lease. In the event that a part of such appropriation by eminent domain does not give rise to award by the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionTenant, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs Landlord’s rights herein to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, cancel would be subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 repayment by the Landlord of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoTenant’s unamortized leasehold improvements.

Eminent Domain. ‌ If the whole, all or any part of the demised premises Premises shall be taken as a result of the exercise of the power of eminent domain or condemned by any competent authority for any public use or purpose during transfer in lieu thereof, this Lease shall terminate as to the term part so taken as of this Leasethe date of taking. TENANT reserves In the unto itself case of a partial taking, Tenant shall have the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury terminate this Lease as to the reversionbalance of the Premises by written notice to City within thirty (30) days after such date; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises taken shall be of such extent and nature as to materially impair Tenant's use of the balance of the Premises as a Communications Site. In the event that of a part partial taking of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall Premises which does not result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision termination of this Lease, may the Base Rent and Additional Charges thereafter to be paid shall be equitably reduced. If any material part of the Building shall be taken as an alternative a result of the exercise of the power of eminent domain or any transfer in lieu thereof, City shall have the right to such termination of terminate this Lease elect by written notice to purchase Tenant within thirty (30) days of the demised premises in accordance with such purpose optiondate of the taking. In the event of any taking, City shall be entitled to any award which may be paid or made in connection therewith. Tenant shall have no claim against City for the value of any unexpired term of this Lease or otherwise except that TENANT shall fail Tenant may claim any portion of the award that is specifically allocable to exercise Tenant's relocation expenses or the interruption of or damage to Tenant's business or loss or damage to Tenant's Property. The parties understand and agree that the foregoing provisions of this Section are intended to govern fully the rights and obligations of the parties in the event of a taking. Tenant and City each hereby waives and releases any such option right to terminate this Lease or to purchase the premises in whole or in the event that a part under Sections 1265.120 and 1265.130 of the demised premises shall be taken California Code of Civil Procedure (partial termination of lease and Court order terminating lease, respectively) or condemned under circumstances under which the TENANT will have no such optionany similar law, then and statute or ordinance now or hereafter in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.effect.‌

Eminent Domain. 17.1 If the whole, thirty-three percent (33%) or any part less of the demised premises shall be usable area of the Premises is taken by exercise of the power of eminent domain before the Commencement Date or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury this Lease shall terminate as to the reversion. In the event that a part portion of the demised premises Premises so taken as of the date of such taking and shall remain in full force and effect as to the portion of the Premises not so taken, and the Base Rent shall be taken or condemned reduced as of the date of such taking in the proportion that (a) the part usable area of the Premises so taken includes bears to the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more total usable area of the front depth Premises. If more than thirty-three percent (33%), but less than all, of the parking areas thereof, or (c) the part so taken shall consist of 25% or more usable area of the total parking areaPremises is taken by exercise of the power of eminent domain before the Commencement Date or during the term of this Lease, or Landlord and Tenant each shall have the right, by giving written notice to the other within thirty (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (6030) days after the date when possession of the premises shall be required by the condemning authority elect such taking, to terminate this Lease. If either Landlord or Tenant exercises such right to terminate this Lease in accordance with this Section 17.1, this Lease shall terminate as of the date of such taking. If neither Landlord or if any option Tenant exercises such right to purchase terminate this Lease in accordance with this Section 17.1, this Lease shall terminate as to the premises portion of the Premises so taken as of the date of such taking and shall remain in full force and effect as to the portion of the Premises not so taken, and the Base Rent shall be reduced as of the date of such taking in the proportion that the usable area of the Premises so taken bears to the total usable area of the Premises. If all of the Premises is conferred upon taken by exercise of the TENANT by any other provision power of eminent domain before the Commencement Date or during the term of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to terminate as of the American Arbitration Society, whose decision shall be binding on the parties heretodate of such taking.

Eminent Domain. If the whole, or any part whole of the demised premises Premises or the Property ----------- -------------- shall be taken by condemnation or condemned rights of eminent domain (the words "condemnation" and "eminent domain" as used herein to include purchase in lieu thereof; hereinafter collectively referred to as a "taking"), then the term hereof shall cease as of the date of the vesting of title or as of the day possession shall be taken thereunder, whichever is earlier. If twenty-five percent (25%) or more of parking spaces on the Property or any portion of the Premises shall be taken, and such taking materially impacts the ability of Tenant to operate in the Premises Tenant shall have the right to terminate this Lease. If more than 25% of the rentable area of the Premises is taken, Landlord shall be entitled to terminate this Lease. Landlord or Tenant shall exercise any right to terminate this Lease under the provisions of this paragraph by written notice to the other within 30 days after the date when such taking shall be effective, and any competent authority such termination shall be effective as of such date. If neither Landlord nor Tenant elect so to terminate this Lease, Landlord shall with due diligence restore the Premises and/or the Property to an architectural unit as nearly like its condition prior to such taking as shall be practical, and all of the provisions hereof shall continue in effect, but, in case there shall be a reduction of the floor area of the Premises by reason of such taking, the Rent and Additional Rent shall be equitably abated to the extent of the reduction of the floor area of the Premises from the time possession shall be taken for any public use or purpose during the balance of the term of this Lease. TENANT reserves During the unto itself restoration work to be done by Landlord, if any, a just proportion of the Rent and Additional Rent herein reserved shall be suspended or abated according to the extent that Tenant may be reasonably required to discontinue its business in the Premises until the work shall be completed. In the event of restoration, Landlord's obligation to restore shall be to the extent of the damages awarded for the taking and released to Landlord (net of any amounts required to be paid to Landlord's mortgagee). Landlord's obligations shall be subject to zoning and building laws then applicable to the Premises. Tenant shall repair or restore all trade fixtures or equipment installed by Tenant. All damages awarded for any taking, whether for the whole or a part of the Premises or the balance of the Property, or otherwise, shall belong to and be the property of Landlord whether such damages shall be awarded as compensation for diminution in value to the leasehold or to any fee or otherwise; provided, however, that Tenant shall be entitled to receive and retain any amounts which may be specifically awarded to it by reason of the loss of its trade fixtures, equipment, furniture or personal property and any interruption of Tenant's business. Tenant shall have the right to prosecute its any claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of relocation or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretomoving expenses.

Eminent Domain. If the whole, all or any part of the demised premises Premises or the Building shall be taken as a result of the exercise of the power of eminent domain or condemned by any competent authority for any public use agreement in lieu thereof, this Lease shall terminate as to the part so taken as of the date of taking, and, in the case of a partial taking of the Premises, either Landlord or purpose during the term of this Lease. TENANT reserves the unto itself Tenant shall have the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury terminate this Lease as to the reversionbalance of the Premises by giving written notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises taken shall be of such extent and nature as to substantially impair Tenant’s use of the balance of the Premises. If this Lease is terminated under the provisions of this Section 21, Rent shall be apportioned and adjusted as of the date of termination. In the event that a part of the demised premises any taking, Tenant shall be taken have no claim against Landlord or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by against the condemning authority elect for the value of any leasehold estate or for the value of the unexpired Lease Term (and Tenant hereby assigns to terminate this LeaseLandlord any right or interest to any award applicable thereto), provided that the foregoing shall not preclude any claim that Tenant may have against the condemning authority for the unamortized cost of leasehold improvements, to the extent the same were installed at Tenant’s expense (and not with the proceeds of the Improvement Allowance), or if any option to purchase for loss of business or moving expenses incurred in relocating from the premises is conferred upon Premises Tenant’s trade fixtures and/or other personal property. In the TENANT by any other provision event of a partial taking of the Premises which does not result in a termination of this Lease, may as an alternative the monthly Rent thereafter to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT be paid shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part be equitably reduced based upon balance of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations square feet of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoPremises.

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

Eminent Domain. If In the wholeevent of any condemnation or taking in any manner for public or quasi-public use, which shall be deemed to include a voluntary conveyance in lieu of a taking (a “taking”) of the whole of the Building or the Property, this Lease shall forthwith terminate as of the date when Tenant is required to vacate the Premises. In such event Base Rent and Tenant’s share of Operating Costs shall be apportioned as of the date of termination. Landlord shall promptly notify Tenant of any written notice received by Landlord from any governmental authority with respect to any condemnation or taking (including said voluntary conveyance) of the Property or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversionthereof. In the event that only a part of the demised premises Premises or the Building shall be taken taken, then, if such taking is a substantial taking (as hereinafter defined), either Landlord or condemned that (a) Tenant may, by delivery of notice in writing to the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or other within a period of sixty (60) days after following the date when possession of the premises shall be required on which Landlord’s title has been divested by the condemning authority elect to such authority, terminate this Lease, effective as of the date when Tenant is required to vacate the portion of the Premises so taken. A “substantial taking” shall mean a taking which: requires restoration and repair of the remaining portion of the Building that cannot in the ordinary course be reasonably expected to be repaired within one hundred eighty (180) days; results in the loss of all reasonable access to the Premises; results in the loss of more than twenty-five percent (25%) of the rentable floor area of the Premises; or if any option results in the loss of more than ten (10%) percent of the number of parking spaces currently serving the Building and Landlord reasonably determines it is not practical to purchase relocate such parking within the premises is conferred upon remaining Property or on other property within the TENANT by any other provision vicinity of this Lease, may as an alternative to such termination of the Property. Unless this Lease elect is terminated as provided herein, Landlord, at its own expense (but only to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part extent of the demised premises condemnation proceeds (net of all costs and expenses incurred in obtaining same) received by Landlord on account thereof), shall be taken or condemned under circumstances under which proceed with diligence to restore the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations remaining portion of the improvements on Premises (including the demised premises for Initial Tenant Work) and the purpose necessary portions of restoring the same to an economic architectural unit, susceptible Building as nearly as practicable to the same use condition as that which it was in effect immediately prior to such taking, subject to then applicable Legal Requirements. Landlord shall not be liable for delays in the performance of such restoration that are due to Force Majeure or delays in payment of condemnation proceeds, nor shall Landlord be liable for any inconvenience or annoyance to Tenant or injury to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute business of Tenant resulting from Section 9.3 delays in repairing such damage. All repairs to and replacements of Tenant’s Property and any Tenant Work other than the Initial Tenant Work shall be made by and at the expense of Tenant, which work Tenant shall promptly commence as soon as practicable and thereafter prosecute diligently to completion. In the event some portion of the rentable floor area of the Premises is taken (other than for temporary use) and this Lease is not terminated, Base Rent and Tenant’s share of Operating Costs shall be proportionally abated for the remainder of the Term. In the event of any taking of the Premises or any part thereof for temporary use, (i) this Lease shall be submitted and remain unaffected thereby and Rent shall not xxxxx, and (ii) Tenant shall be entitled to receive for itself such portion or portions of any award made for such use with respect to the American Arbitration Society, whose decision period of the taking that is within the Term (and the remainder of such award shall be binding on paid to Landlord), provided that if such taking shall remain in force at the parties heretoexpiration of the Term or the earlier termination of this Lease, then Tenant shall pay to Landlord a sum equal to the reasonable cost of performing Tenant’s obligations hereunder with respect to surrender of the Premises and upon such payment shall be excused from such obligations. Landlord shall have and hereby reserves and excepts, and Tenant hereby grants and assigns to Landlord, all rights to recover for damages to the Premises, the Building or the Property. Tenant agrees to execute such further instruments of assignment as may be reasonably requested by Landlord, and to turn over to Landlord any damages that may be recovered in any proceeding or otherwise; and Tenant irrevocably appoints Landlord as its attorney-in-fact with full power of substitution so to execute and deliver in Tenant’s name, place and stead all such further instruments if Tenant shall fail to do so after ten (10) days’ notice. Nothing contained herein shall be construed to prevent Tenant from prosecuting in any condemnation proceedings a separate claim for the value of any of Tenant’s leasehold interest and improvements, Tenant’s personal property, and for relocation and moving expenses and business losses, provided that such action shall not affect the amount of compensation otherwise recoverable by Landlord from the taking authority.

Eminent Domain. If In the whole, or any part event the whole of the demised premises Premises, the Building or the Project shall be taken under the power of eminent domain, or condemned by sold to prevent the exercise thereof (collectively, a 'Taking"), this Lease shall automatically terminate as of the date of such Taking. In the event a Taking of a portion of the Project, the Building or the Premises shall, in the reasonable opinion of Landlord, substantially interfere with Landlord's operation thereof, Landlord may terminate this Lease upon thirty (30) days' written notice to Tenant given at any competent authority for any public use time within sixty (60) days following the date of such Taking provided that Landlord terminates all other leases in the Building. If more than twenty percent (20%) of the Premises, Parking Area or purpose during Common Areas, is the term subject of a Taking and such Taking materially and adversely affects Tenant's ability to operate its business in the Premises, Tenant shall be entitled to terminate this Lease upon written notice to Landlord given within sixty (60) days of the Taking. For purposes of this Lease. TENANT reserves , the unto itself date of Taking shall be the right to prosecute its claim for an award based upon its leasehold interest for earlier of the date of transfer of title resulting from such taking, without impairing any rights Taking or the date of LANDLORD for the taking transfer of or injury to the reversionpossession resulting from such Taking. In the event that a part portion of the demised premises shall be taken or condemned that (a) the part Premises is so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionis not terminated, then and in either such event the LANDLORD Landlord shall, with reasonable promptnessdiligence, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, restore (to the extent that may have been necessary permitted by such condemnationLaw then applicable to the Project) the Premises (other than Tenant's personal property and trade fixtures, subject and above-standard tenant improvements) to a pro-rata reduction in rentalcomplete, functioning unit. Any dispute resulting from Section 9.3 In such case, the Rent shall be reduced proportionately based on the portion of the Premises so taken, or equitably, if a Taking of Parking Area or other Common Areas. If all or any portion of the Premises is the subject of a temporary Taking, this Lease shall remain in full force and effect and Tenant shall continue to perform each of its obligations under this Lease; in such case, Tenant shall be submitted entitled to receive the entire award allocable to the American Arbitration Society, whose decision temporary Taking of the Premises and the Rent shall be binding reduced proportionately based on the parties heretoportion of the Premises temporarily taken. Except as provided herein, Tenant shall not assert any claim against Landlord or the condemning authority for, and hereby assigns to Landlord, any compensation in connection with any such Taking, and Landlord shall be entitled to receive the entire amount of any award therefor, without deduction for any estate or interest of Tenant. Nothing contained in this Paragraph 10 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the condemning authority for the Taking of Tenant's leasehold interest, or the personal property, fixtures, above standard tenant improvements of Tenant or for relocation or moving expenses recoverable by Tenant from the condemning authority. This Paragraph 10 shall be Tenant's sole and exclusive remedy in the event of a Taking.

Eminent Domain. If the whole, all or any part of the demised premises Premises shall be taken or condemned by any competent authority for any public use conveyed as a result of the exercise of the power of eminent domain, the Lease shall terminate as to the part so taken as of the date of taking, and, in the case of a partial taking, either Landlord or purpose during the term of this Lease. TENANT reserves the unto itself Tenant shall have the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for terminate the taking of or injury Lease as to the reversionbalance of the Premises by written notice to the other within (30) days after such date; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises taken or conveyed shall be of such extent and nature as substantially to handicap, impede or impair Tenant's use of the balance of the Premises. In the event that a part of any taking, Landlord shall be entitled to any and all compensation, damages, income, rent awards or any interest therein whatsoever which may be paid or made in connection therewith, and Tenant shall have no claim against Landlord for the value of any unexpired term of the demised premises Lease or otherwise, provided that Tenant shall be taken entitled to any and all compensation, damages, income, rent or condemned that (a) awards paid for or on account of Tenant's moving expenses, trade fixtures, equipment and any leasehold improvements in the part so taken includes Premises, the building on cost of which was borne by Tenant, to the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more extent of the front depth then unamortized value of such improvements for the remaining term of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event of a taking of the Premises which does not result in a termination of the Lease, the monthly rental herein shall be apportioned as of the date of such taking so that TENANT thereafter the rent to be paid by Tenant shall fail to exercise any such option to terminate this Lease or to purchase the premises or be in the event ratio that a part the area of the demised premises shall be Premises not so taken or condemned under circumstances under which bears to the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations total area of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately Premises prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If In the whole, or any part event the whole of the demised premises Premises, the Building or the Project shall be taken under the power of eminent domain, or condemned by sold to prevent the exercise thereof (collectively, a "TAKING"), this Lease shall automatically terminate as of the date of such Taking. In the event of a Taking of such portion of the Project, the Building or the Premises as shall, in the opinion of Landlord, substantially interfere with Landlord's operation thereof, Landlord may terminate this Lease upon 30 days' written notice to Tenant given at any competent authority for any public use or purpose during time within 60 days following the term date of such Taking. For purposes of this Lease. TENANT reserves , the unto itself date of Taking shall be the right to prosecute its claim for an award based upon its leasehold interest for earlier of the date of transfer of title resulting from such taking, without impairing any rights Taking or the date of LANDLORD for the taking transfer of or injury to the reversionpossession resulting from such Taking. In the event that a part portion of the demised premises shall be taken or condemned that (a) the part Premises is so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionis not terminated, then and in either such event the LANDLORD Landlord shall, with reasonable promptnessdiligence, make necessary repairs proceed to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, restore (to the extent that may have been necessary permitted by such condemnationLaw and covenants, subject conditions and restrictions then applicable to the Project) the Premises (other than Tenant' s personal property and fixtures, and tenant improvements not constituting Building Standard Installations) to a pro-rata reduction in rentalcomplete, functioning unit. Any dispute resulting from Section 9.3 In such case, the Basic Annual Rent shall be reduced proportionately based on the portion of the Premises so taken. If all or any portion of the Premises is the subject of a temporary Taking, this Lease shall remain in full force and effect and Tenant shall continue to perform each of its obligations under this Lease; in such case, Tenant shall be submitted entitled to receive the entire award allocable to the American Arbitration Societytemporary Taking of the Premises. Except as provided herein, whose decision Tenant shall not assert any claim against Landlord or the condemning authority for, and hereby assigns to Landlord, any compensation in connection with any such Taking, and Landlord shall be binding on entitled to receive the parties heretoentire amount of any award therefor without deduction for any estate or interest of Tenant. Nothing contained in this Paragraph 10 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the condemning authority for the Taking of personal property or fixtures of Tenant or for relocation or business interruption expenses recoverable by Tenant from the condemning authority. This Paragraph 10 shall be Tenant' s sole and exclusive remedy in the event of a Taking. Each party hereby waives the provisions of Sections 1265.130 and 1265.150 of the California Code of Civil Procedure and the provisions of any successor or other law of like import.

Eminent Domain. 23.1 If the wholeland and premises leased herein, or of which the leased premises are a part, or any part portion thereof which materially affects Tenant's use of the demised premises premises, shall be taken under eminent domain or condemned by any competent authority for any public use condemnation proceedings, or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD if suit or other action shall be instituted for the taking or condemnation thereof, or if in lieu of any formal condemnation proceedings or injury actions but under threat thereof, the Landlord shall grant an option to purchase and or shall sell and convey the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised said premises or any part portion thereof, to the governmental or other public authority, agency, body or public utility, seeking to take said land and premises or any portion thereof or (b) the part so taken shall remove from the premises 20% or more which materially affects Tenant's use of the front depth premises, then this Lease shall terminate, and the term hereof shall end as of such date as the parking areas thereof, terminating party shall fix by notice in writing; and the Tenant shall have no claim or (c) the part so taken shall consist of 25% right or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises be entitled to any adjacent public street portion of any amount which may be awarded as damages or highway, then and in any paid as the result of such event, condemnation proceedings or paid as the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no price for such option, then sale or conveyance in lieu of formal condemnation proceedings; and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations all rights of the improvements on the demised premises for the purpose of restoring the same Tenant to an economic architectural unitdamages, susceptible if any, are hereby assigned to the same use Landlord. The Tenant agrees to execute and deliver any instruments, at the expense of the Landlord, as that which was in effect immediately prior may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such takinggovernmental or other public authority, agency, body or public utilities seeking to take or acquire the said lands and premises or any portion thereof. The Tenant covenants and agrees to vacate the said premises, remove all of the Tenant's personal property therefrom and deliver up peaceable possession thereof to the extent that Landlord or to such other party designated by the Landlord in the aforementioned notice. Failure by the Tenant to comply with any provisions in this clause shall subject the Tenant to such costs, expenses, damages and losses as the Landlord may have been necessary incur by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 reason of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoTenant's breach hereof.

Eminent Domain. If the whole, all or any part of the demised premises Premises shall be taken or condemned by any competent authority for any public use conveyed as a result of the exercise of the power of eminent domain, the Lease shall terminate as to the part so taken as of the date of taking, and, in the case of a partial taking, either Landlord or purpose during the term of this Lease. TENANT reserves the unto itself Tenant shall have the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for terminate the taking of or injury Lease as to the reversionbalance of the Premises by written notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises taken or conveyed shall be of such extent and nature as substantially to handicap, impede or impair Tenant's use of the balance of the Premises. In the event that a part of any taking, Landlord shall be entitled to any and all compensation, damages, income, rent awards or any interest therein whatsoever which may be paid or made in connection therewith, and Tenant shall have no claim against Landlord for the value of any unexpired term of the demised premises Lease or otherwise, provided that Tenant shall be taken entitled to any and all compensation, damages, income, rent or condemned that (a) awards paid for or on account of Tenant's moving expenses, trade fixtures, equipment and any leasehold improvements in the part so taken includes Premises, the building on cost of which was borne by Tenant, to the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more extent of the front depth then unamortized value of such improvements for the remaining term of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event of a taking of the Premises which does not result in a termination of Lease, the monthly rental herein shall be apportioned as of the date of such taking so that TENANT thereafter the rent to be paid by Tenant shall fail to exercise any such option to terminate this Lease or to purchase the premises or be in the event ratio that a part the area of the demised premises shall be Premises not so taken or condemned under circumstances under which bears to the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations total areas of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately Premises prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If the wholeentire Premises shall be substantially taken (either temporarily or permanently) for public purposes, or in the event Landlord shall convey or lease the Premises to any part public authority under threat of condemnation or taking, the rent shall be adjusted to the date of such taking or leasing or conveyance, and this Lease shall thereupon terminate. If only a portion of the demised premises Premises shall be taken so taken, leased or condemned by any competent authority condemned, and as a result of such partial taking, Tenant in Tenant’s reasonable opinion, is reasonably able to use the remainder of the Premises for any public use or purpose during the term purposes intended hereunder, then this Lease shall not terminate, but, effective as to the date of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing leasing or condemnation, the rent hereunder shall be abated in any rights amount thereof proportionate to the area of LANDLORD the Premises so taken, leased or condemned. If, following such partial taking, Tenant shall not be reasonably able to use the remainder of the Premises for the taking of purposes intended hereunder, then this Lease shall terminate as if the entire Premises had been taken, leased or injury to the reversioncondemned. In the event that of a part taking, lease or condemnation as described in this Section, whether or not there is a termination hereunder, Tenant shall have no claim against Landlord other than an adjustment of rent, to the demised premises date of taking, lease or condemnation, and Tenant shall not be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises entitled to any adjacent public street portion of any amount that may be awarded as damages or highwaypaid as a result or in settlement of such proceedings or threat, then and in any such eventprovided, however, that Tenant may separately pursue a claim against the TENANT may at any time either prior condemnor for the value of Tenant’s personal property which Tenant is entitled to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate remove under this Lease, or if any option to purchase the premises is conferred upon the TENANT by any moving costs, loss of business, and other provision of this Leaseclaims Tenant may have, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, but only to the extent that may have been necessary Landlord’s award is not diminished by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoTenant claim.

Eminent Domain. If Administrative Agent is hereby authorized and empowered to settle, adjust or compromise any and all claims and rights arising from any eminent domain or condemnation action relating to part or all of the whole, Property (or any interest therein) and to collect and receive the proceeds relating to or arising therefrom (collectively, the "Condemnation Proceeds"). Each entity which may hereafter exercise a power of eminent domain or condemnation with respect to part or all of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right Property is hereby authorized and directed to prosecute its claim for an award based upon its leasehold interest for such takingpay Condemnation Proceeds directly to Administrative Agent, without impairing any rights of LANDLORD for the taking ratable benefit of or injury itself and Lenders, instead of to the reversionGrantor and Administrative Agent jointly. In the event that any entity which may hereafter exercise a power of eminent domain or condemnation with respect to part or all of the demised premises Property fails to disburse Condemnation Proceeds directly and solely to Administrative Agent but disburses such Condemnation Proceeds instead either solely to Grantor or to Grantor and Administrative Agent jointly, Grantor agrees to immediately endorse and transfer such Condemnation Proceeds to Administrative Agent. Upon the failure of Grantor to immediately endorse and transfer such Condemnation Proceeds as aforesaid, Administrative Agent may execute such endorsements or transfers for and in the name of Grantor, and Grantor hereby irrevocably appoints Administrative Agent as Grantor's agent and attorney-in-fact (such appointment being coupled with an interest) so to do. The Condemnation Proceeds shall be taken or condemned that (a) applied to the part so taken includes Obligations in the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more manner set forth in Section 4.5 of the front depth Credit Agreement. If such taking by exercise of a power of 10 130 eminent domain or condemnation is not a violation of Section 1.10, then Administrative Agent will disburse from that portion of the parking areas thereofCondemnation Proceeds, if any, remaining after the application of such proceeds pursuant to the preceding sentence, an amount which it determines in its reasonable discretion shall be necessary to allow Grantor to repair or restore the Improvements to the condition (cas near as possible) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result it was in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to such taking or within a period of sixty (60) days after the date when possession of the premises conveyance, and Grantor shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose optionpromptly do so. In the event that TENANT the Condemnation Proceeds remaining after the application of such proceeds pursuant to Section 4.5 of the Credit Agreement are not sufficient to fully restore the Improvements to such condition, Grantor shall fail to exercise immediately upon demand by Administrative Agent promptly deposit any such option deficiency with Administrative Agent to terminate this Lease or be disbursed in connection with such restoration. Such proceeds and additional funds as supplied by Grantor will be disbursed in accordance with procedures substantially similar to purchase the premises or those set forth in the event that a part Credit Agreement for the disbursement of the demised premises shall original proceeds of the Extensions of Credit. The repair or restoration will be taken or condemned under circumstances under which the TENANT will have no such option, then in accordance with plans and specifications subject to Administrative Agent's reasonable approval and in either such event compliance with all Applicable Laws and in accordance with the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary timetable reasonably approved by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoAdministrative Agent.

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

Eminent Domain. If the whole, all or any material part of the demised premises Premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Leasepurpose, or if any option to purchase adjacent property or street shall be condemned or improved in a manner that unreasonably interferes with or prevents the premises is conferred upon use of any material part of the TENANT by any other provision of this LeasePremises, may as an alternative to such termination the Term of this Lease elect shall, at the option of Landlord or Tenant exercised upon written notice to purchase the demised premises in accordance with such purpose optionother party, end as of the date of the actual taking, without apportionment to Tenant of any portion of the award or damages, other than any amount for Tenant’s moving expenses, business information, and the unamortized portion of Tenant’s leasehold improvements. In the event that TENANT shall fail to exercise any such option to terminate Otherwise, this Lease shall remain in full force and effect, Base Rent shall be equitably reduced to the extent Tenant’s use and enjoyment of the Premises is affected, without apportionment to Tenant of any portion of the award or to purchase damages, other than any amount for Tenant’s moving costs, business interruption, and the premises or in the event that a unamortized portion of Tenant’s leasehold improvements. For purposes of this Section 19, “material” shall mean any part of the demised premises shall be taken Premises which reasonably interferes or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations prevents that use of the improvements on the demised premises for the purpose of restoring Premises in substantially the same to an economic architectural unit, susceptible to manner as the same use as that which Premises was in effect used immediately prior to such taking. In the event of a termination pursuant to this Section 19, current Rent, both Base and Additional, shall be apportioned to the extent that may have been necessary date of such taking. If the leasehold interest vested in Tenant by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to condemned or taken in any manner, Landlord’s and Tenant’s obligations under this Lease shall terminate as of the American Arbitration Society, whose decision shall be binding on the parties heretodate of such condemnation or taking.

Eminent Domain. If In the whole, event (a) the whole of all Affected Areas or any (b) such part thereof as shall substantially interfere with Tenant’s use and occupancy of the demised premises Premises for the Permitted Use shall be taken or condemned by any competent authority for any public use or quasi-public purpose during the term by any lawful power or authority by exercise of this Lease. TENANT reserves the unto itself the right of appropriation, condemnation or eminent domain, or sold to prosecute its claim for an award based upon its leasehold interest for prevent such taking, without impairing any rights Tenant or Landlord may terminate this Lease effective as of LANDLORD for the date possession is required to be surrendered to such authority, except with regard to (1) items occurring prior to the taking and (2) provisions of this Lease that, by their express terms, survive the expiration or injury to the reversionearlier termination hereof. In the event that of a part partial taking of the demised premises shall be taken or condemned that (a) the part so taken includes Building or the building on the demised premises or any part thereof Project or (b) drives, walkways or parking areas serving the part so taken shall remove from Building or the premises 20% Project for any public or more quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or eminent domain, or sold to prevent such taking, then, without regard to whether any portion of the front depth of the parking areas thereofPremises occupied by Tenant was so taken, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (1) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (2) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office. Each party shall be entitled to pursue their own separate claims against the condemning authority as allowed by Applicable Law. However, Landlord shall assert no claims as to the value of the underlying real estate upon which the Building is located and Tenant shall assert no claims as to the value of the Building. If, upon any taking of the nature described in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Article, this Lease or to purchase the premises or continues in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optioneffect, then and in either such event Landlord shall promptly proceed to restore the LANDLORD shall, with reasonable promptness, make necessary repairs Affected Areas to and alterations of the improvements on the demised premises for the purpose of restoring the substantially their same to an economic architectural unit, susceptible to the same use as that which was in effect immediately condition prior to such partial taking, to . To the extent that may have been necessary by such condemnationrestoration is infeasible, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease the Rent shall be submitted decreased proportionately to reflect the American Arbitration Society, whose decision shall be binding on loss of any portion of the parties heretoPremises no longer available to Tenant.

Eminent Domain. Section 18 of the Original Lease is hereby deleted in its entirety and replaced with the following: If the wholewhole of the Premises or the Project or so much thereof as to render the balance unusable by Tenant shall be taken under power of eminent domain, or is sold, transferred or conveyed in lieu thereof, this Lease shall automatically terminate as of the date of such condemnation, or as of the date possession is taken by the condemning authority, at Landlord's option. No award for any partial or entire taking shall be apportioned, and Tenant hereby assigns to Landlord any award which may be made in such taking or condemnation, together with any and all rights of Tenant now or hereafter arising in or to the same or any part of the demised premises thereof; provided, however, that nothing contained herein shall be taken deemed to give Landlord any interest in or condemned by to require Tenant to assign to Landlord any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right award made to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD Tenant for the taking of personal property and trade fixtures belonging to Tenant and removable by Tenant at the expiration of the Term hereof as provided hereunder or injury to for the reversionloss of Tenant’s leasehold interest or the interruption of, or damage to, Tenant's business. In the event that of a part of the demised premises shall be taken partial taking described in this Article 18, or condemned that (a) the part so taken includes the building on the demised premises a sale, transfer or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas conveyance in lieu thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall which does not result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision termination of this Lease, may as an alternative the rent shall be apportioned according to such termination the ratio that the part of this Lease elect the Premises remaining useable by Tenant bears to purchase the demised premises in accordance with such purpose optiontotal area of the Premises. In the event that TENANT shall fail Tenant hereby waives any and all rights it might otherwise have pursuant to exercise any such option Applicable Law, to terminate this the Lease or to purchase the premises or in the event that of a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such partial taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

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

Eminent Domain. If the whole, or any part whole of the demised premises Premises, the Building, ------------ -------------- or the Property, shall be taken by condemnation or condemned by any competent authority for any public use or purpose during rights of eminent domain (the words "condemnation" and "eminent domain" as used herein to include purchase in lieu thereof) hereinafter collectively referred to as "taking", then the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part hereof shall cease as of the demised premises day of the vesting of title or as of the day possession shall be taken or condemned that thereunder, whichever is earlier. If forty percent (a40%) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of Property shall be taken (whether or not the parking areas thereof, Building or the Premises is within said forty percent (c40%) the part so taken shall consist of 25% or if forty percent (40%) or more of the total parking areaPremises or forty percent (40%) or more of the Building of which the Premises are a part are a part shall be taken, Landlord shall be entitled to terminate this Lease effective as of the day of vesting of title or (d) such partial taking as of the day possession shall result in cutting off direct access from the demised premises to any adjacent public street or highwaybe taken thereunder, then and in any such eventwhichever Landlord shall elect, the TENANT may at any time either prior to or by giving Tenant notice of its election within a period of sixty (60) days after of such vesting of title or taking of possession; provided, however, Tenant's Lease shall not be the date when possession only lease in the Building so terminated in the event lease termination is on account of a taking of forty percent (40%) or more of the premises shall be required by the condemning authority Property; but if Landlord does not elect so to terminate this Lease, it shall with due diligence restore the Premises and/or the Building and/or the Property to an architectural unit as nearly like its condition prior to such taking as shall be practical. If twenty-five percent (25%) or more of the Premises shall be taken, or if any option fifty percent (50%) or more of the Building of which the Premises are a part shall be taken including in such taking some portion of the Premises, Tenant shall be entitled to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of terminate this Lease elect by giving notice to purchase Landlord to that effect within sixty (60) days following the demised premises taking of possession of the Premises, in accordance with which event this Lease and the term hereof shall cease and terminate as of the end of the calendar month in which such purpose optionnotice shall be given. If this lease is not terminated as hereinbefore provided, either by Landlord or Tenant, all of the provisions hereof shall continue in effect, but in case there shall be a reduction of the floor area of the Premises by reason of such taking, the Rent and Additional Rent shall be equitably abated to the extent of the reduction of the floor area of the Premises from the time possession shall be taken for the balance of the term. During the restoration work to be done by Landlord, if any, a just proportion of the Rent and Additional Rent herein reserved shall be suspended or abated according to the extent that Tenant may be reasonably required to discontinue its business in the Premises until the work shall be completed. Tenant shall during any period of such work continue the operation of its business in the Premises to the extent reasonably practicable. In the event that TENANT of restoration, Landlords obligation to restore shall fail be limited to exercise the obligations of Landlord in connection with the original construction as set forth on Exhibit B and limited to the extent of the damages awarded for the --------- taking and released to Landlord. Landlord's obligations shall also be subject to zoning and building laws then applicable to the Premises. Tenant shall repair or restore all trade fixtures or equipment and other installations theretofore installed by Tenant. All damages awarded for any such option to terminate this Lease taking, whether for the whole or to purchase the premises or in the event that a part of the demised premises Premises, the Building, of the balance of the Property, or otherwise, shall belong to and be the property of Landlord whether such damages shall be taken awarded as compensation for diminution in value to the leasehold or condemned under circumstances under to any fee or otherwise; provided, however, that Tenant shall be entitled to receive and retain any amounts which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs may be specifically awarded to and alterations it by reason of the improvements on loss of its trade fixtures or furniture. Tenant shall have the demised premises right to prosecute any claim for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoits relocation or moving expenses.

Eminent Domain. If In the whole, event that any proceeding or any part of the demised premises shall action be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD commenced for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises Collateral, or any part thereof or (b) interest therein, for public or quasi-public use under the part power of eminent domain, condemnation or otherwise, or if the same be taken or damaged by reason of any public improvement or condemnation proceeding, or in any other manner, or should Grantor receive any notice or other information regarding such proceeding, action, taking or damage, Grantor shall give prompt written notice thereof to Grantee and the Lenders. Grantee shall be entitled at its option, without regard to the adequacy of its security, to commence, appear in and prosecute in its own name, on behalf of and as Collateral Agent for the Lenders, any such action or proceeding. Grantee, on behalf of and as Collateral Agent for the Lenders, and in consultation with Grantor, shall also be entitled to make any compromise or settlement in connection with such taking or damage. Subject to the provisions contained in any lease superior to this Security Deed and covering the portion of the Collateral which is so taken or damaged, which provisions require payment of the Condemnation Proceeds (as hereinafter defined) to a person other than Grantee, all compensation, awards, damages, rights of action and proceeds awarded to Grantor by reason of any such taking or damage (the "CONDEMNATION PROCEEDS") are hereby assigned to Grantee, on behalf of and as Collateral Agent for the Lenders, and Grantor agrees to execute such further assignments of the Condemnation Proceeds as Grantee may require. After deducting therefrom all reasonable costs and expenses (regardless of the particular nature thereof and whether incurred with or without suit), including attorneys' fees, incurred by it in connection with any such action or proceeding, Grantee shall remove from apply all such Condemnation Proceeds to the premises 20% restoration of the Improvements, provided that the taking or damage will not, in Grantee's reasonable judgment, materially affect the contemplated use and operation of the Improvements, and, provided further, in the case of any leasehold estate constituting a portion of the Collateral with respect to which Condemnation Proceeds have been received by Grantee, neither party to the lease covering such leasehold estate has delivered any notice of termination of such lease on account of the taking or damage with respect to which the Condemnation Proceeds have been paid and, in the case of Grantor, such right of termination shall be exercised, if at all, in accordance with the provisions of SECTION 4.01 hereof. If all of the above conditions are met, Grantee shall disburse the Condemnation Proceeds as repairs or replacements are effected and continuing expenses become due and payable. If any one or more of the front depth above conditions are not met, Grantee shall apply all of the parking areas thereofCondemnation Proceeds, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may deductions as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such takingherein provided, to the extent that may have been necessary by repayment of the Indebtedness secured hereby. Application or release of the Condemnation Proceeds as provided herein shall not cure or waive any Potential Event of Default or Event of Default hereunder or under any other Loan Document or invalidate any act done pursuant to such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretonotice.

Eminent Domain. If If, prior to the wholeClosing Date, any Seller receives notice that a material portion of one of its Properties (or access or other material rights in connection therewith) as would, in Purchaser’s reasonable judgment, materially adversely affect the operation of such Property or uses of such Property is, or any part has been threatened in writing by a governmental authority of competent jurisdiction, to be taken by condemnation or eminent domain, such Seller shall promptly notify Purchaser, and at the election of Purchaser this Agreement shall, upon the giving of Notice of such event or of the demised premises condemning authorities’ intention so to take such Property, either (i) terminate with respect only to the impacted Property, but the Closing shall proceed with respect to the remaining Properties (with the Purchase Price reduced by the Allocated Purchase Price of the impacted Property) or (ii) terminate in its entirety. If Purchaser does not elect to terminate this Agreement prior to the Closing Date, on the Closing Date all of the proceeds of any award or payment made or to be made by reason of such taking shall be taken or condemned assigned by such Seller to Purchaser, and any competent authority for any public use or purpose during money theretofore received by such 57 Seller in connection with such taking shall be paid over to Purchaser, whereupon Purchaser shall pay the term Purchase Price without abatement by reason of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking. Such Seller shall not settle, without impairing agree to, or accept any rights of LANDLORD for the award or payment in connection with a taking of or injury to the reversion. In the event that a part less than all of the demised premises Property without obtaining Purchaser’s prior written consent in each case, which consent shall not be taken unreasonably withheld or condemned delayed. As used in this Section, “material portion,” “material rights” or “materially adversely affect” means, with respect to a Property, a taking or condemnation that (a) the part so taken includes the building on the demised premises would reduce available parking below that required by, or in general cause a violation of, any Legal Requirements or any part thereof or Permitted Exceptions, (b) the part so taken shall remove from the premises 20% or more would result in a condemnation award reasonably estimated to exceed ten percent (10%) of the front depth of the parking areas thereofsuch Property’s Allocated Amount, or (c) would result in a condemnation award that, when combined with the part so taken shall consist amount of 25% all other condemnation awards for takings or more condemnations affecting any of the total parking areaother Properties, or would reasonably be estimated to exceed two and one-half percent (2.5%) of the Purchase Price, (d) such partial taking shall result in cutting off direct would impair reasonable access from to the demised premises Property without comparable substitute access acceptable to Purchaser being available or (e) would give any adjacent public street or highway, then and in any such event, Required Tenant the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect right to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT its Lease (which right has not then been waived in writing by any other provision of this Lease, may as an alternative to all such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoRequired Tenants).

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that the whole or a substantial part of the demised premises Premises shall be condemned or taken in any manner for any public or quasi-public use (or sold under threat of such taking), and as a result thereof, the remainder of the Premises cannot be used for the same purpose as prior to such taking, this Lease shall terminate as of the date possession is taken. If less than a substantial part of the Premises shall be so condemned that or taken (aor sold under threat thereof) and after such taking the Premises can be used for the same purposes as prior thereto, this Lease shall cease only as to the part so taken includes as of the building on the demised premises or any part thereof or date possession shall be taken by such authority, and Tenant shall pay full Rent up to that date (b) with appropriate refund by Landlord of such Rent attributable to the part so taken as may have been paid in advance for any period subsequent to the date possession is taken) and thereafter Rent shall be equitably adjusted to reflect the reduction in the Premises by reason of such taking, Landlord shall, at its expense, make all necessary repairs or alterations to the Building so as to constitute the remaining Premises a complete architectural unit. Landlord shall be entitled to receive the entire award, including the damages for the property taken and damages to the remainder, with respect to any condemnation proceedings affecting the Building; however, Tenant may separately pursue a claim (to the extent it will not reduce Landlord’s award) against the condemnor for the value of property Tenant is entitled pursuant to this Lease to remove from upon lease termination, moving costs, loss of business, and any other claims it may have. Notwithstanding anything herein to the premises 20% or more of the front depth of the parking areas thereofcontrary, or (c) the part so taken shall consist of if 25% or more of the total parking area, Premises or (d) such partial taking shall result in cutting off direct access from 50% or more of the demised premises to any adjacent public street Building or highwaythe Common Areas is taken, then and in any such event, Tenant shall have the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option right to terminate this Lease or upon thirty (30) days written notice to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoLandlord.

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

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

Eminent Domain. If the whole, all or any part of the demised premises Premises shall be taken or condemned by any competent public or quasi-public authority under the power of eminent domain or conveyance in lieu thereof, this Lease shall terminate as to any portion of the Premises so taken or conveyed on the date when title vests in the condemnor, and Landlord shall be entitled to any and all payments, income, rent, award or any interest therein whatsoever which may be paid or made in connection with such taking or conveyance. Tenant shall have no claim against Landlord or otherwise for the value of any public use or purpose during the unexpired term of this Lease. TENANT reserves Notwithstanding the unto itself the right foregoing, Tenant shall be entitled to prosecute any compensation for its claim for an award based upon its leasehold interest for relocation expenses necessitated by such taking, without impairing any rights but only to the extent the condemning authority makes a separate award therefor or specifically identifies a portion of LANDLORD for the award as being therefor. Each party waives the provisions of Section 1265.130 of the California Code of Civil Procedure (which section allows either party to petition the Superior Court to terminate this Lease in the event of a partial taking of or injury to the reversionPremises). In the event of a partial taking, or conveyance in lieu thereof, of the Premises, then Tenant may terminate this Lease as of the date of such taking if Tenant determines that the remaining portion of the Premises is not satisfactory for Tenant’s use. Any election by Tenant to so terminate shall be by written notice given to Landlord within fifteen (15) days from the date of such taking or conveyance. If a portion of the Premises is taken by power of eminent domain or conveyance in lieu thereof and neither Landlord nor Tenant terminates this Lease as provided above, then this Lease shall continue in full force and effect as to the part of the demised premises shall be Premises not so taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoconveyed.

Eminent Domain. If the whole, or any part of the demised premises Leased Premises shall be taken by governmental authority pursuant to its power of eminent domain, (or condemned by Landlord conveys any competent authority part of the Leased Premises following a threat thereof), the Leased Premises shall be reduced in proportion to the amount so taken or conveyed, unless the amount taken shall be so great that it would be impractical or would not reasonably serve Tenant’s purposes, in Tenant’s sole judgment) for any public use or purpose during Tenant to continue operation in which event this Lease shall be canceled and terminated as of the term date of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking. Tenant hereby waives any right it may have in and to any condemnation award or sum paid under threat of condemnation as result of a complete or partial taking of the Leased Premises or any other portion of the Property, without impairing any rights of LANDLORD provided, however, that Tenant may recover from the condemning authority for the taking of Tenant’s trade fixtures and equipment and for the expense of relocating its trade fixtures, equipment and business. Unless this Lease is canceled and terminated as aforesaid, any such taking (or injury any conveyance pursuant to the reversion. In threat thereof) shall have no effect whatsoever on any rent payable in accordance with the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination provisions of this Lease elect to purchase the demised premises in accordance with (i.e. Minimum Rent) or other charges payable as rent, such purpose option. In the event that TENANT as taxes, nor shall fail to exercise any such option to terminate this Lease rent or to purchase the premises or in the event that related charges be reduced thereby unless a part portion of the demised premises shall be Leased Premises is so taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible conveyed pursuant to the same use as that which was in effect immediately prior to threat of such taking, to the extent that may have been necessary by such condemnationin which event Minimum Rent and all other charges payable as rent, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoreduced proportionately.

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

Eminent Domain. If a material portion of the wholePremises or the Project (as to render the balance unusable by Tenant as determined by Tenant in Tenant’s good faith and commercially reasonable opinion), shall be taken under power of eminent domain, or is sold, transferred or conveyed in lieu thereof, this Lease shall automatically terminate as of the date of such condemnation, or as of the date possession is taken by the condemning authority, at Landlord’s option. No award for any partial or entire taking shall be apportioned, and Tenant hereby assigns to Landlord any award which may be made in such taking or condemnation, together with any and all rights of Tenant now or hereafter arising in or to the same or any part of the demised premises thereof; provided, however, that nothing contained herein shall be taken deemed to give Landlord any interest in or condemned by to require Tenant to assign to Landlord any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right award made to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD Tenant for the taking of personal property and trade fixtures belonging to Tenant and removable by Tenant at the expiration of the Term hereof as provided hereunder or injury to for the reversioninterruption of, or damage to, Tenant’s business. In the event that of a part of the demised premises shall be taken partial taking described in this Article 18, or condemned that (a) the part so taken includes the building on the demised premises a sale, transfer or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas conveyance in lieu thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall which does not result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision termination of this Lease, may as an alternative the rent shall be apportioned according to such termination the ratio that the part of this Lease elect the Premises remaining useable by Tenant bears to purchase the demised premises in accordance with such purpose optiontotal area of the Premises. In the event that TENANT shall fail to exercise Tenant hereby waives any such option and all rights it might otherwise have under law to terminate this Lease or to purchase the premises or in the event that of a part taking under power of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoeminent domain.

Eminent Domain. If the wholeTo Seller's actual knowledge, there is no existing or threatened eminent domain or similar proceeding, or private purchase in lieu thereof, which would affect the Property. Seller shall promptly notify Purchaser in writing if Seller becomes aware of any fact or condition that makes any of Seller’s representations or warranties untrue in any material respect. In addition, Seller shall promptly notify Purchaser in writing if Seller receives written notice from any person, entity or governmental agency of any claim, violation, loss or damage asserted against Seller and/or related to any portion of the Property, and shall provide Purchaser with a copy of such notice of violation or claim. Furthermore, if Seller satisfies its obligations under this paragraph and Purchaser elects to close notwithstanding the Purchaser’s knowledge of a material change, breach or non-satisfaction of any representation or warranty in this Section, there shall be no liability on the part of the demised premises Seller for such matters. Notwithstanding anything in this Agreement to the contrary, under no circumstances shall Seller’s total liability, including, without limitation, recoverable attorneys’ fees and costs, for any breaches and matters related to the representations, warranties and covenants in this Section exceed, in the aggregate, ONE HUNDRED THOUSAND AND 00/100 U.S. DOLLARS ($100,000.00). References to “Seller’s knowledge”, to “Seller’s actual knowledge” or any similar phrase in this Section or in this Agreement implying a limitation on the basis of knowledge shall mean the actual, present, conscious knowledge of Xxxxx Xxxxxxxx who is the person with Seller that has the most knowledge about the Property (the “Seller Knowledge Individual”) on the date hereof without any investigation or inquiry, but such individuals shall not have any individual liability in connection herewith and liability shall rest solely with the corporate entity, Wyld Palms Holdings, LLC. Without limiting the foregoing, the Seller Knowledge Individual have not performed and are not obligated to perform any investigation or review any files or other information in the possession of Seller, or to make any inquiry of any persons, or to take any other actions in connection with the representations and warranties of Seller set forth in this Agreement. Neither the actual, present, conscious knowledge of any other individual or entity, nor the constructive knowledge of the Seller Knowledge Individual or of any other individual or entity, shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury imputed to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoSeller Knowledge Individual.

Eminent Domain. Section 11.1. If the whole, or any part whole of the demised premises Real Property, the Building or the Premises shall be taken acquired or condemned by any competent authority for any public or quasi-public use or purpose during purpose, this Lease and the term Term shall end as of this Leasethe date of the vesting of title with the same effect as if said date were the Expiration Date. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that If only a part of the demised premises Real Property and not the entire Premises shall be taken so acquired or condemned that then, (a1) except as hereinafter provided in this Section 11.1, this Lease and the Term shall continue in force and effect, but, if a part of the Premises is included in the part of the Real Property so taken includes acquired or condemned, from and after the building on date of the demised premises or any part thereof or (b) vesting of title, the Fixed Rent and the Space Factor shall be reduced in the proportion which the area of the part so taken shall remove from the premises 20% or more of the front depth Premises so acquired or condemned bears to the total area of the parking areas thereof, Premises immediately prior to such acquisition or (c) condemnation and Tenant's Share shall be redetermined based upon the part so taken shall consist of 25% or more proportion in which the ratio between the rentable area of the total parking areaPremises remaining after such acquisition or condemnation bears to the rentable area of the Building remaining after such acquisition or condemnation; (2) if at least ten percent (10%) of the Real Property is so acquired or condemned and whether or not the Premises shall be affected thereby, or (d) such partial taking shall result in cutting off direct access from the demised premises Landlord, at Landlord's option, may give to any adjacent public street or highwayTenant, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after next following the date when possession upon which Landlord shall have received notice of the premises shall be required by the condemning authority elect to terminate this Leasevesting of title, or if any option to purchase the premises is conferred upon the TENANT by any other provision a thirty (30) days' notice of this Lease, may as an alternative to such termination of this Lease if Landlord shall elect to purchase terminate leases (including this Lease), affecting at least fifty percent (50%) of the demised premises in accordance with rentable area of the Building (excluding any rentable area leased by Landlord or its Affiliates); and (3) if the part of the Real Property so acquired or condemned shall contain more than fifteen percent (15%) of the total area of the Premises immediately prior to such purpose acquisition or condemnation, or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to the Premises, Tenant, at Tenant's option, may give to Landlord, within sixty (60) days next following the date upon which Tenant shall have received notice of vesting of title, a thirty (30) days' notice of termination of this Lease. In the event that TENANT shall fail to exercise If any such option to terminate thirty (30) days' notice of termination is given by Landlord or Tenant, this Lease or and the Term shall come to purchase an end and expire upon the premises or in expiration of said thirty (30) days with the event that same effect as if the date of expiration of said thirty (30) days were the Expiration Date. If a part of the demised premises Premises shall be taken so acquired or condemned under circumstances under which and this Lease and the TENANT will have no such optionTerm shall not be terminated pursuant to the foregoing provisions of this Section 11.1, then and in either such event the LANDLORD shallLandlord, with reasonable promptnessat Landlord's expense, make necessary repairs to and alterations shall restore that part of the improvements on the demised premises for the purpose Premises not so acquired or condemned to a self-contained rental unit inclusive of restoring the same to an economic architectural unitTenant's Alterations (other than Specialty Alterations), susceptible to the same use as except that which was in effect immediately if such acquisition or condemnation occurs prior to such takingcompletion of the Initial Alterations, Landlord shall only be required to restore that part of the extent that may have been necessary by such condemnation, subject Premises not so acquired or condemned to a proself-rata reduction in rentalcontained rental unit exclusive of Tenant's Alterations. Any dispute resulting from Section 9.3 Upon the termination of this Lease and the Term pursuant to the provisions of this Section 11.1, the Fixed Rent and Escalation Rent shall be submitted to apportioned as of the American Arbitration Society, whose decision date of vesting of title and any prepaid portion of Fixed Rent and Escalation Rent for any period after such date shall be binding on the parties heretorefunded by Landlord to Tenant.

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

Eminent Domain. If all or any portion of Xxxxxxxx 0, Xxxxxxxx 0, the wholePremises or the Project is taken for public or quasi-public use by a governmental authority under the power of eminent domain or is conveyed to a governmental authority in lieu of such taking (a "Taking"), and Tenant reasonably determines that the Taking causes the (remaining portion of the) Premises to be untenantable and inadequate for use by Tenant for the purpose or which they were leased, then Tenant, at its option and by giving notice within thirty (30) days after the Taking, may terminate this Lease as of the date the portion of Xxxxxxxx 0, Xxxxxxxx 0, the Premises, or any part the Project is taken. If a portion of the demised premises Premises is Taken but Tenant reasonably determines that the remaining portion is tenantable and adequate for Tenant's use, then this lease shall be terminated as to the portion taken or condemned by conveyed as of the date Tenant surrenders possession; Landlord immediately shall make such repairs, alterations and improvements to the Premises (exclusive of any competent authority improvements, furniture, fixtures and equipment), at no expense to Tenant, as may be necessary to render the portion not taken or conveyed tenantable, provided that Landlord shall have no obligation to make such repairs, alterations and improvements to the extent that Landlord shall not receive condemnation awards or proceeds for any public use the cost thereof; and the Rent shall be reduced in proportion to the portion of the Premises taken or purpose during conveyed. Landlord shall perform the term of this Leasework to restore the Premises and Building 2 and Building 3 as nearly as possible to their original condition (to the extent set forth above) and with minimum interference to Tenant's normal business operations. TENANT reserves Notwithstanding the unto itself foregoing, Landlord shall have the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In terminate this Lease in the event that a part of the demised premises shall be taken or condemned that any Taking which results in (ai) the part so taken includes the building on the demised premises or any part thereof or twenty-five percent (b25%) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, Project being taken or conveyed or (cii) any lender having the part so taken right to require all awards and proceeds to be applied against the obligations under a loan held by such lender, by notice in writing to Tenant. Tenant shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises not be entitled to any adjacent public street or highway, then and share in any such eventaward to Landlord, but shall have the TENANT may at any time either prior right to or within apply, in a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Leaseseparate proceeding, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as for an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises award for the purpose interruption of restoring Tenant's business; Tenant's moving and relocation expenses; the same to an economic architectural unitcosts and expenses of removal of Tenant's Alterations (other than those paid for by Landlord), susceptible trade fixtures and personal property (or the award attributable to the same use as that which was in effect immediately prior to such takingAlterations, trade fixtures or personal property to the extent that may have been necessary Tenant does not remove them) and the depreciation in value caused by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoremoval.

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

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

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

Eminent Domain. If more than twenty-five percent (25%) of the wholePremises is taken for any public or quasi-public use under the power of eminent domain (including without limitation a voluntary sale or transfer in lieu thereof), either party hereto shall have the right, at its option, to terminate this Lease by written notice to the other party given within ten (10) days of the date of such taking, and Landlord shall be entitled to any and all income, rent, award, or any part interest therein whatsoever which may be paid or made (the "Award") in connection with such taking, and Tenant shall have no claim against Landlord for the value of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the unexpired term of this Lease. TENANT reserves If any part of the unto itself Building or the Project oilier than the Premises is so taken, Landlord shall have the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect option to terminate this Lease, find in any such event Landlord shall be entitled to the entire Award whether or not this Lease is terminated. If this Lease is terminated as provided above: (i) the termination shall be effective as of the date upon which title to the Premises, the Building, the Project, or a portion thereof, passes to and vests in the condemnor or the effective date of any order for possession if issued prior to the date title vests in the condemnor, (ii) Landlord shall refund to Tenant any option prepaid but unearned Rentals and the unused balance of the Security Deposit; and (iii) Tenant shall pay to purchase Landlord any Rentals or other charges due Landlord under the premises is conferred upon the TENANT by any other provision of this Lease, may prorated as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose optiondate of taking. In If twenty-five percent (25%) or less than twenty-five percent (25%) of the event that TENANT shall fail to exercise any such option Premises is taken, or more than twenty-five percent (25%) thereof is so taken and neither party elects to terminate this Lease or as herein provided, (i) Tenant shall receive from the Award that portion of the Award attributable to purchase the premises or trade fixtures of Tenant located in the event that a part portion of the demised premises shall be Premises taken or condemned under circumstances under which the TENANT will would otherwise have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such takingbeen removable by Tenant hereunder, to the extent the Award is not payable to the beneficiary or mortgagee of a deed of trust or mortgage affecting the Building and Landlord shall receive the balance of the Award; and (ii) the Base Rent thereafter to be paid hereunder for the Premises shall be reduced in the same ratio that may have been necessary by such condemnationthe percentage of the Premises so taken bears to the aggregate rentable square feet in the Project immediately prior to the taking. In addition, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 if any portion of the Building is so taken and this Lease is not terminated by Landlord, Tenant's Percentage Share of Office Project Taxes and Operating Expenses shall be submitted adjusted pursuant to Article 7. Notwithstanding this Article 24 above, upon a temporary taking of all or any portion of the Premises, the Lease shall remain in effect and Tenant shall continue to pay and be liable for all Rentals under this Lease. Upon such temporary taking, Tenant shall be entitled to any Award for the temporary use of the portion of the Premises taken which is attributable to the American Arbitration Societyperiod prior to the date of Lease Termination, whose decision and Landlord shall be binding on entitled to any portion of the parties heretoAward for such use attributable to the period after Lease Termination. As used in this paragraph, a temporary taking shall mean a taking for a period of one year or less and does not include a taking which is to last for an indefinite period and/or which will terminate only upon the happening of a specified event unless it can be determined at the time of the taking when such event will occur.

Eminent Domain. If Except as hereinafter provided, if the wholePremises, or any part -------------- such portion thereof (or the access thereto unless comparable replacement access is provided) as to materially impair (if reconstructed to the maximum extent practicable in the circumstances) the continued conduct of the demised premises Tenant's business at the Premises, or the Property Common Areas, or such portion thereof as to render the Premises inaccessible such that the continued conduct of the Tenant's business at the Premises is materially impaired, shall be taken by condemnation or condemned by any competent authority for any public use right of eminent domain and the Landlord has no reasonable means of remedying or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that replacing said problem within two hundred and seventy (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60270) days after the date when possession of such taking, the premises Tenant or Landlord shall be required by have the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option right to terminate this Lease by notice to the other of its desire to do so, provided that such notice is given not later than forty five (45) days after the effective date of such taking. If so much of the Premises, or so much of the Property Common Areas, shall be so taken that it would be appropriate to purchase raze the premises Premises, or in due to the event lack of sufficient proceeds from the eminent domain taking not retained by any mortgagee or ground lessor, what may remain of the Premises and the Property cannot be put into a condition such that a the continued conduct of the Tenant's business is not materially impaired, then each of the Landlord and the Tenant may terminate this Lease by giving notice to the other of its desire to do so not later than forty five (45 ) days after the effective date of such taking. Should any part of the demised premises shall Premises or the Property be so taken or condemned under circumstances under which during the TENANT will have no such optionTerm, then and should this Lease be not terminated in either such event accordance with the LANDLORD shallforegoing provisions, with reasonable promptness, make necessary repairs the Landlord agrees to and alterations use diligent efforts to put what may remain of the improvements on Premises and the demised premises Property into proper condition for use and occupation as nearly like the purpose condition of restoring the same to an economic architectural unit, susceptible to Premises and the same use as that which was in effect immediately Property prior to such takingtaking as shall be practicable, subject, however, to applicable laws and codes then in existence, and so long as the extent that may have been necessary proceeds actually received by the Landlord from the eminent domain taking are sufficient therefor. In no event shall the Landlord be obligated to expend more than the amount of proceeds from the eminent domain taking actually received by the Landlord on such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretowork.

Eminent Domain. If (a) In the whole, event the whole or any part of the demised premises Facilities is taken by eminent domain proceedings, the interest of the Bank shall be taken recognized. The proceeds of said condemnation shall be applied as provided in Article XI of the Lease. Under State statutes, the City has the power to condemn property for its purposes, and the City acknowledges that if the City condemned the Facilities, such action could adversely affect the continuation of this Base Lease. The City further acknowledges that condemnation of the Facilities would adversely affect the Bank and that without the Bank’s interest in the Facilities, the Bank would not lease the Facilities to the City pursuant to the Lease. The City and the Bank have reached agreement on the terms of the acquisition of the Facilities, at the City’s option, and to the use of the Facilities, all as set forth in the Lease. Any acquisition of the Bank’s interest in the Facilities or condemned rights to its use by any competent authority the City (whether pursuant to the exercise of eminent domain powers or otherwise) shall be pursuant to and in accordance with the Lease, including payment of Rental Payments and the applicable Purchase Price (as defined and set forth in the Lease). If the City allows the Lease to expire without exercising its option to purchase (whether by failure to exercise its option to extend the Lease for a Renewal Term, failure to exercise its option to purchase at the conclusion of the Maximum Lease Term or failure to cure an Event of Default), that action shall constitute an irrevocable determination by the City that the Facilities are not required by it for any public use or purpose during for the term of this Base Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then The City hereby covenants and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such takingagrees, to the extent it may lawfully do so, that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 if for any reason it exercises the power of this Lease shall be submitted eminent domain with respect to the American Arbitration SocietyFacilities, whose decision the appraisement value of the Facilities shall not be binding on less than the parties heretoRental Payments then due plus then applicable Purchase Price as defined and set forth in the Lease.

Eminent Domain. If the whole, whole or any part of the demised demises premises shall be taken or condemned by any competent authority for any public or quasi public use under any statute or purpose during the term by right of this Lease. TENANT eminent domain or by private purchase in lieu thereof; Tenant reserves the unto itself the right to prosecute its claim for an award based bases upon injury caused to its leasehold interest for by such taking, without impairing any rights of LANDLORD Landlord for the taking of or injury to the reversion. In 1n the event that a part of the demised premises shall be taken or condemned and that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises twenty percent (20% %) or more of the front depth of the parking areas thereof, area thereof or (c) the part so taken shall consist of twenty-five percent (25% ) or more of the total parking area, area or (( d) such partial taking part so taken shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then then, and in any such event, the TENANT Tenant may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning taking authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT Tenant shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised demises premises shall be taken or condemned under by circumstances under which the TENANT Tenant will have no such option, then and in either such event the LANDLORD Landlord shall, at its own cost and expense and with reasonable promptness, make necessary repairs to and alterations restore the remaining portion of the improvements on the demised premises for to the purpose of restoring extent necessary to reconstitute the same to an economic improvements thereon as a complete architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to taking and the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 base rental payable under the provisions of this Lease shall be submitted equitably reduced according to the American Arbitration Society, whose decision shall be binding on decrease in the parties heretoutility of the premises for the Tenant's intended use and the effect thereof upon the business of Tenant.

Eminent Domain. A-17.01 If the whole, whole or any part substantially all of the demised premises Premises shall be taken acquired or condemned by any competent authority eminent domain for any public or quasi public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such takingpurpose, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken access thereto is materially, adversely affected, or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of if the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, ratio is reduced below legal requirements; then and in any such event, if Landlord shall not have provided reasonably sufficient alternative access or parking, as the TENANT case may at be, reasonably acceptable to Tenant, within thirty (30) days of such condemnation, the term of this Lease shall cease and terminate from the date of title vesting in such proceeding and the Tenant shall have no claim against Landlord for the value of any time either prior unexpired term of said lease. In the event that more than 10%, but less than the whole or substantially the whole of the ground floor area of the Premises shall be so condemned, or access thereto is materially, adversely affected, or if the parking ratio is reduced below legal requirements, the Landlord and the Tenant, if Landlord shall not have provided reasonably sufficient alternative access or parking, as the case may be, reasonably acceptable to or Tenant, within a period thirty days of sixty such condemnation, shall each have the right to cancel and terminate this Lease, upon the giving of written notice to the other party not later than thirty (6030) days after the date when of vesting of title in the condemning authority, of the said party's election to terminate said Lease. Termination shall be effected as of the time that possession of the premises part so taken shall be required by for public use, Rent shall be apportioned and adjusted as of the condemning authority elect to terminate this Lease, or if time of termination and Tenant shall have no claim against Landlord for the value of any option to purchase the premises is conferred upon the TENANT by any other provision unexpired term of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT not more than 10% of the ground floor area of the Premises shall fail to exercise any such option to terminate this Lease or to purchase the premises be taken by condemnation or in the event that a part of the demised premises Lease shall not be taken or condemned under circumstances under which the TENANT will have no such optionterminated as aforesaid, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 Term of this Lease shall be submitted continue in full force and effect and the Landlord shall repair the remaining part of the Premises, if any part thereof has been taken in such condemnation, and thereafter the Rent shall abate in the proportion which the square foot area of any part of thx Xxxmises so taken bears to the American Arbitration Society, whose decision entire Premises. No part of any award for any such taking by condemnation or eminent domain shall belong to the Tenant and Tenant covenants to execute such instruments of assignment as shall be binding on necessary or reasonably required by Landlord in any condemnation or eminent domain proceedings if so requested and to turn over to Landlord any damages that may be recovered in such proceedings. Any award, however, for damages for trade fixtures installed by Tenant or anyone claiming under Tenant at its own expense and which are not part of the parties heretorealty shall belong to the Tenant. The Landlord shall have the absolute right to settle any claim in condemnation proceedings without interference from Tenant and without any obligation to Tenant, and Landlord shall have the absolute right to make a conveyance of title of the real property being taken by condemnation proceedings to the public or quasi public authority having the power of eminent domain in lieu of the condemnation proceedings and where said conveyance is made in lieu thereof, it shall have the same force and effect herein as if the condemnation proceedings had proceeded to full and final completion. A conveyance of title in lieu of such proceedings shall not be made prior to the actual commencement of proceedings or the filing of formal notice of the taking.

Eminent Domain. If the wholeleased premises, or any part thereof, or the whole or any part of the demised premises building of which they are a part, shall be taken or condemned by any competent authority for any public use purpose by exercise of the power of eminent domain or purpose condemnation, or by action of the city or other authorities or shall receive any direct or consequential damage for which the Lessor or Lessee shall be entitled to compensation by reason of anything lawfully done in pursuance of any authority after the execution hereof and during said term shall terminate and such option may be exercised in the term case of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for any such taking, without impairing any rights of LANDLORD for notwithstanding the taking of or injury to the reversion. In the event that a part entire interest of the demised premises Lessor and the Lessee may have been divested by such taking. Said option to terminate shall be taken exercised by either the Lessor or condemned that the Lessee, by giving a written notice of exercise of such option to terminate in the manner described in Section 17 of this lease. Said option to terminate shall not be exercised by either party (a) earlier than the part so taken includes the building on the demised premises or any part thereof or effective date of taking, nor (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or later than thirty (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (6030) days after the effective date when possession of taking. The mailing of the premises notice of exercise as set forth herein above shall be required by deemed to be the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred exercise of said option; and upon the TENANT by any other provision giving of such notice, this Leaselease shall be terminated as of the date of the taking. If this lease and said term are not so terminated, may as an alternative to such termination then in case of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option taking or destruction of or damage to terminate this Lease the leased premises, rendering the same or any part therefor unfit for use and occupation, a just proportion of the rent herein before reserved, according to purchase the premises nature and extent of the damage to the leased premises, shall be suspended or abated until, in the event that a part case of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, what may remain of the leased premises, shall have been put in proper condition for use and occupation. The Lessee hereby assigns to the extent Lessor any and all claims and demands for damages on account of any such taking or for compensation for anything lawfully done in pursuance of any public authority, and covenants with the Lessor that may have been necessary by such condemnation, subject the Lessee will from time to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted time execute and deliver to the American Arbitration Society, whose decision shall be binding on Lessor such further instruments of assignment of any ;such claims and demands as the parties heretoLessee's personal property or other improvements installed by Lessee with Lessor's written permission.

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

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

Eminent Domain. If the wholeentire Leased Premises shall be substantially taken (either temporarily or permanently) for public purposes, or in the event Landlord shall convey or lease the Real Property to any part public authority in settlement of a threat of condemnation or taking, the rent shall be adjusted to the date of such taking or leasing or conveyance, and this Lease shall thereupon terminate. If only a portion of the demised premises Leased Premises shall be taken so taken, leased or condemned by any competent authority condemned, and as a result of such partial taking, in Tenant's reasonable judgment, Tenant is reasonably able to use the remainder of the Leased Premises for any public use or purpose during the term purposes intended hereunder, then this Lease shall not terminate but, effective as of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for date of such taking, without impairing any rights leasing or condemnation, the rent hereunder shall be abated in an amount thereof proportionate to the area of LANDLORD the Leased Premises so taken, leased or condemned. If, following such partial taking Tenant shall not be reasonably able to use the remainder of the Leased Premises for the taking of purposes intended hereunder, then this Lease shall terminate as if the entire leased Premises had been taken, leased or injury to the reversioncondemned. In the event that of a part of the demised premises taking, leasing or condemnation as described in this Section, whether or not there is a termination hereunder, Tenant shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionclaim against Landlord, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations other than an adjustment of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such takingrent, to the extent date of taking, leasing or condemnation, and Tenant shall not be entitled to any portion of any amount that may be awarded as damages or paid as a result or in settlement of such proceedings or threat, but will have been necessary by such condemnation, subject the right to pursue a pro-rata reduction in rental. Any dispute resulting from Section 9.3 separate claim against the condemnation authority for its own loss of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretobusiness and moving expenses.

Eminent Domain. If In the whole, or any part event the whole of the demised premises Premises, the Building or the Project shall be taken under the power of eminent domain, or condemned by sold to prevent the exercise thereof (collectively, a “Taking”), this Lease shall automatically terminate as of the date of such Taking. In the event a Taking of a portion of the Project, the Building or the Premises shall, in the reasonable opinion of (i) Landlord, substantially interfere with Landlord’s operation thereof, or (ii) Tenant, result in a Tenant Impact, either party may terminate this Lease upon thirty (30) days’ written notice to the other party given at any competent authority for any public use or purpose during time within sixty (60) days following the term date of such Taking. For purposes of this Lease. TENANT reserves , the unto itself date of Taking shall be the right to prosecute its claim for an award based upon its leasehold interest for earlier of the date of transfer of title resulting from such taking, without impairing any rights Taking or the date of LANDLORD for the taking transfer of or injury to the reversionpossession resulting from such Taking. In the event that a part portion of the demised premises Premises is so taken and this Lease is not terminated, Landlord shall, to the extent of proceeds paid to Landlord as a result of the Taking, with reasonable diligence, use commercially reasonable efforts to proceed to restore (to the extent permitted by Law and covenants, conditions and restrictions then applicable to the Project) the Premises (other than Tenant’s personal property and fixtures, and above-standard tenant improvements) to a complete, functioning unit. In such case, the Base Rent shall be taken or condemned that (a) the part so taken includes the building reduced proportionately based on the demised premises portion of the Premises so taken. If all or any part thereof or (b) the part so taken shall remove from the premises 20% or more portion of the front depth Premises is the subject of a temporary Taking, this Lease shall remain in full force and effect and Tenant shall continue to perform each of its obligations under this Lease; in such case, Tenant shall be entitled to receive the entire award allocable to the temporary Taking of the parking areas thereofPremises. Except as provided herein, Tenant shall not assert any claim against Landlord or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect for, and hereby assigns to terminate Landlord, any compensation in connection with any such Taking, and Landlord shall be entitled to receive the entire amount of any award therefor, without deduction for any estate or interest of Tenant. Nothing contained in this LeaseParagraph 10 shall be deemed to give Landlord any interest in, or if prevent Tenant from seeking any option to purchase award against the premises is conferred condemning authority for the Taking of personal property, fixtures, above standard tenant improvements of Tenant or for relocation or moving expenses recoverable by Tenant from the condemning authority. This Paragraph 10 shall be Tenant’s sole and exclusive remedy in the event of a Taking. This Lease sets forth the terms and conditions upon the TENANT by any other provision of this Lease, may as an alternative to such termination of which this Lease elect to purchase the demised premises may terminate in accordance with such purpose option. In the event that TENANT shall fail to exercise of a Taking. Accordingly, the parties waive the provisions of the California Code of Civil Procedure Section 1265.130 and any such option successor or similar statutes permitting the parties to terminate this Lease or to purchase the premises or in the event that as a part result of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoTaking.

Eminent Domain. If the wholeBuilding is totally taken by condemnation or right of eminent domain, this SUBLEASE shall terminate as of the date of such taking. If the Building, or such portion thereof as to render the balance (if reconstructed to the maximum extent practicable in the circumstances) physically unsuitable in the SUBLESSEE'S reasonable judgment for the SUBLESSEE'S purposes, shall be taken by condemnation or right of eminent domain (including a temporary taking in excess of 180 days), the SUBLESSEE or the SUBLESSOR shall have the right to terminate this SUBLEASE by notice to the other of its desire to do so, provided that such notice is given not later than thirty (30) days after the SUBLESSEE has been deprived of possession. Should any part of the demised premises shall Building be so taken or condemned by any competent authority for any public use or purpose during receive such damage and should this SUBLEASE not be terminated in accordance with the term of this Lease. TENANT reserves foregoing provisions, the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such takingSUBLESSOR shall, without impairing any rights of LANDLORD for the taking of or injury to the reversionextent condemnation proceeds are available to SUBLESSOR, promptly restore the Leased Premises (and the Tenant Improvements) to an architectural unit that is suitable to the uses of the SUBLESSEE permitted hereunder. In the event that a part the amount of such proceeds, if any, made available by SUBLESSOR for reconstruction of the demised premises Tenant Improvements is not sufficient in SUBLESSEE'S reasonable judgment to restore the Leased Premises to a suitable whole, SUBLESSEE shall be taken or condemned that have the right to terminate this SUBLEASE within thirty (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (6030) days after the date when possession SUBLESSOR has notified SUBLESSEE of the premises shall be required by amount of proceeds available for reconstruction of the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose optionTenant Improvements. In the event that TENANT shall fail of a taking described in this Paragraph 17A, the rent and other charges (base rent, financing rent and additional rent) payable hereunder, or a fair and just proportion thereof according to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part nature and extent of the demised premises loss of use, shall be taken suspended or condemned under circumstances under abated. The SUBLESSOR reserves, and the SUBLESSEE grants to the SUBLESSOR, all rights which the TENANT will SUBLESSEE may have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible damages or injury to the same use as that which was in effect immediately prior to such takingLeased Premises for any taking by eminent domain, except for damage to the extent that may have been necessary by such condemnationSUBLESSEE'S trade fixtures, subject personal property or equipment, if any, the SUBLESSEE'S right to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to relocation expenses, if any, and the American Arbitration SocietySUBLESSEE'S right for business interruption, whose decision shall be binding on the parties heretoif any.

Eminent Domain. Except as legally entitled, Tenant hereby assigns to Landlord all rights to compensation or damages, if any, sustained as Tenant on condemnation of the Premises in whole or in part under power of eminent domain; but Landlord shall pay to Tenant from the condemnation award, if and when received by Landlord, the amount, if any, by which such award was increased by virtue of condemnation of equipment, fixtures and/or improvements which Tenant, on termination of the Rental Term, is entitled to remove. If such condemnation of the wholePremises reduces the floor area of the Premises available for Tenant's use by more than twenty-five percent (25%) or renders the part thereof not condemned permanently untenantable, or any either party hereto, by thirty (30) days' notice to the other, may terminate this Lease; but if the Lease is not so terminated, Landlord shall make such repairs, if any, as are reasonably necessary to restore the part thereof not condemned to tenantable condition. Landlord, in so doing, shall not be required to expend more than the net amount received by Landlord in the condemnation proceedings for damage to such part of the demised premises shall be taken or Premises not condemned by any competent authority for any public use or purpose during unless Tenant pays the term amount of this Lease. TENANT reserves the unto itself excess of expenditure and, before commencement of the right to prosecute its claim for an award based upon its leasehold interest restoration repairs, provides Landlord with reasonable security for such takingpayment by Tenant. Restoration repairs, without impairing any rights of LANDLORD for if made, shall begin promptly after Tenant vacates the taking of or injury to the reversion. In the event that a part of the demised premises shall Premises '; condemned and be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, completed with reasonable promptnessdiligence, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unitsubject, susceptible to the same use as that which was in effect immediately prior to such takinghowever, to delays incident to governmental regulation, unavailability of material or labor and other causes beyond the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoLandlords' control.

Eminent Domain. If the wholewhole of the Premises or the Project or so much thereof as to render the balance unusable by Tenant shall be taken under power of eminent domain, or is sold, transferred or conveyed in lieu thereof, this Lease shall automatically terminate as of the date of such condemnation, or as of the date possession is taken by the condemning authority, at Landlord’s option. No award for any partial or entire taking shall be apportioned, and Tenant hereby assigns to Landlord any award which may be made in such taking or condemnation, together with any and all rights of Tenant now or hereafter arising in or to the same or any part of the demised premises thereof; provided, however, that nothing contained herein shall be taken deemed to give Landlord any interest in or condemned by to require Tenant to assign to Landlord any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right award made to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD Tenant for the taking of personal property and trade fixtures belonging to Tenant and removable by Tenant at the expiration of the Term hereof as provided hereunder or injury to for the reversioninterruption of, or damage to, Tenant’s business, and provided, further, that Tenant may separately pursue a claim for compensation against the condemning authority for, among other things, Tenant’s moving and relocation expenses and Tenant’s leasehold interest, so long as same does not effect Landlord’s award. In the event that of a part of the demised premises shall be taken partial taking described in this Article 22, or condemned that (a) the part so taken includes the building on the demised premises a sale, transfer or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas conveyance in lieu thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall which does not result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision termination of this Lease, may as an alternative the rent shall be apportioned according to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In ratio that the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which Premises remaining useable by Tenant bears to the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations total area of the improvements on Premises. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the demised premises for the purpose California Code of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoCivil Procedure.