Common use of Eminent Domain Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Eminent Domain. If the whole, 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 (a) In the wholeevent that the Premises, the Building or the Site or any part thereof shall at any time after the execution of this Lease be taken for public or quasi-public use or condemned under eminent domain or conveyed under threat of such a taking or condemnation, Tenant shall not be entitled to claim, or have paid to the Tenant any compensation or damages whatsoever for or on account of any loss, injury, damage, taking or conveyance of any right, interest or estate of the Tenant and the Tenant hereby relinquishes and hereby assigns to Landlord any rights to any such damages. Landlord shall be entitled to claim and have paid to it for the use and benefit of Landlord all compensation and damages for and on account of or arising out of such taking, condemnation or conveyance without deduction from the amount thereof for or on account of any right, title, interest or estate of Tenant in or to said property. Tenant upon request of Landlord will execute any and all releases, transfers or other documents as shall be required by such public or quasi-public authority to effect and give further evidence and assurances of the foregoing. Tenant shall have the right to any separate award made by the condemning authority for moving expenses and the leasehold improvements paid for and installed by Tenant. Notwithstanding the foregoing, Tenant shall be entitled to make a claim against such condemnation proceeds for (i) its moving costs and (ii) the value of its personal property, fixtures, equipment, alterations and other interests in the Premises. (b) In case of any taking, condemnation or conveyance referred to in this Section, then if and when there is an actual taking or conveyance of physical possession of any material part of the Premises or any material part of the Site, then Landlord may cancel and terminate this Lease by giving notice to Tenant within ten (10) days after such an actual taking or conveyance of physical possession and should such an actual taking or conveyance of physical possession of any part of the demised premises shall be taken or condemned by Premises occur at any competent authority for any public use or purpose during time when the then remaining term of this LeaseLease is less than two (2) years, then either party may likewise cancel and terminate this Lease by giving notice to the other party within said ten (10) day period. TENANT reserves If this Lease is not terminated following any of said actual takings of conveyances of any part of the unto itself Premises, then Landlord shall at Landlord’s own expense, but only to the right to prosecute its claim for extent of an equitable proportion of the award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking portion of or injury the Premises taken (excluding any award of land), make such repairs to the reversionPremises as are necessary to constitute a complete architectural and tenantable unit. In the event that of a part partial taking or conveyance of the demised premises Premises a proportionate allowance shall be taken or condemned that (a) made in the part so taken includes the building Rent based on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more proportion of the front depth of Premises remaining as compared to the parking areas thereoforiginal Premises, or (c) the part so taken shall consist of 25% or more of the total parking areahowever, 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 the Premises have been reduced in excess of twenty-five percent (25%) of the demised premises shall be taken or condemned under circumstances under which square footage in the TENANT will have no such optionPremises, 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 Tenant may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of cancel this Lease shall be submitted after ten (10) days written notice to the American Arbitration Society, whose decision shall be binding on the parties heretoLandlord.

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

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

Eminent Domain. 21.1 If the wholeBuilding, or a substantial part thereof, or a substantial part of the Premises or Common Areas, shall be lawfully taken or condemned (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. Current Rent shall be apportioned as of the date of 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 Building, which could not be accomplished without the total relocation of this Lease. TENANT reserves the unto itself Tenant, 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 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 not less than sixty (60) days after days' notice prior to the date when possession of cancellation designated in the premises notice. No money or other consideration shall be required payable by Landlord to Tenant for the right of cancellation, and Tenant shall have no right to share in any condemnation award, or in any judgment for damages, or in any proceeds of any sale made under any threat of condemnation or taking. Nothing in this Section shall prevent Tenant from making and pursuing a claim against 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 in its own right for termination of its leasehold interest, moving costs and other amounts to which Tenant may be entitled. If this Lease elect is not canceled, the Lease shall continue in full force and effect, and Rent shall be equitably abated in proportion 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 reduction in the event that a part size and utility 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 heretoPremises.

Eminent Domain. (a) If the whole, all or any part of the demised premises Demised Premises shall be taken or condemned by any competent authority for any public or quasi-public use by virtue of the exercise of the power of eminent domain or by private purchase in lieu thereof, this Lease shall terminate as to the part so taken as of the date of taking, and, in the case of a partial taking, either Landlord or Tenant shall have the right to terminate this Lease as to the balance of the Demised Premises by written notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be either (i) that more than fifteen percent (15%) of the Demised Premises was taken or (ii) that the portion of the Demised Premises taken shall be of such extent and nature as substantially to handicap, impede or impair, in Tenant's reasonable opinion, Tenant's use of the balance of the Demised Premises or (iii) that more than fifteen percent (15%) of the parking spaces for the Building were taken, unless within thirty (30) days after the date of such Taking Landlord shall notify Tenant of its intention to replace the parking spaces, and such replacement is provided within one hundred fifty (150) days of such notice. If title to so much of the Building is taken that a reasonable amount of reconstruction thereof will not in Landlord's sole discretion result in the Building being a practical improvement and reasonably suitable for use for the purpose during for which it is designed, then this Lease shall terminate on the date that the condemning authority actually takes possession of the part so condemned or purchased. (b) If this Lease is terminated under the provisions of this Article 33, Rent shall be apportioned and adjusted as of the date of termination. Tenant shall have no claim against Landlord or against the condemning authority for the value of any leasehold estate or for the value of the unexpired Lease Term provided that the foregoing shall not preclude any claim that Tenant may have against the condemning authority for the unamortized cost of leasehold improvements, to the extent the same were installed at Tenant's expense (and not with the proceeds of the Construction Allowance), or for loss of business, moving expenses or other consequential damages, in accordance with subparagraph (d) below. (c) If there is a partial taking of the Building and this Lease is not thereupon terminated under the provisions of this Article 33, then this Lease shall remain in full force and effect, and Landlord shall, within a reasonable time thereafter, repair or reconstruct the remaining portion of the Building to the extent necessary to make the same a complete architectural unit; provided that in complying with its obligations hereunder Landlord shall not be required to expend more than the net proceeds of the condemnation award which are paid to Landlord. (d) All compensation awarded or paid to Landlord upon a total or partial taking of the Demised Premises or the Building shall belong to and be the property of Landlord without any participation by Tenant. Nothing herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority for loss of business, for damage to, and cost of removal of, trade fixtures, furniture and other personal property belonging to Tenant, and for the unamortized cost of leasehold improvements to the extent same were installed at Tenant's expense (and not with the proceeds of the Construction Allowance). In no event shall Tenant have or assert a claim for the value of any unexpired term of this Lease. TENANT reserves Subject to the unto itself the right foregoing provisions of this subparagraph (d), Tenant hereby assigns to prosecute Landlord any and all of its claim for an award based upon its leasehold right, title and interest for in or to any compensation awarded or paid as a result of any such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

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

Eminent Domain. If 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 A. In the wholeevent that the Building, or any part of the demised premises Demised Premises, shall during the Term be taken by condemnation or condemned by any competent authority eminent domain for any public or quasi-public use or purpose during purpose, (or transferred under threat of any such action) then and in such event all sums that may be awarded for compensation for said taking shall be the term sole property of Landlord, and if more than twenty percent (20%) of the Demised Premises shall be taken, this Lease. TENANT reserves Lease shall, at the unto itself option of either party (to be exercised by such party providing written notice to the other party within ten (10) days after notice of such taking is delivered to such party), thereby cease and end by limitation, from the date of the vesting of said Demised Premises in the proper authorities exercising the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversioneminent domain. In the event that 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 neither Landlord nor Tenant elects 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 upon any such taking, then to the extent that may have been necessary a portion of the Demised Premises is so taken, the Rent payable hereunder shall be reduced in the proportion that the area (which is part of the Demised Premises) so taken bears to the entire area of the Demised Premises, and Landlord shall repair any damage to the Premises 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 condemnation except to the American Arbitration Societyextent that Tenant has been reimbursed therefor by the condemning authority. B. Nothing herein shall in any way prevent Tenant from making and collecting a claim against the condemning authority for payment of loss of or damage to Tenant’s Property, whose decision moving expenses and/or severance expenses, loss of business, or any other compensation or reimbursement which Tenant may be entitled to receive by law directly from the condemning authority as of the date of condemnation (including loss of business), provided that any such claim shall not be binding on the parties heretodeductible from any award otherwise payable to Landlord.

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

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

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

Eminent Domain. If the whole, all or any part of the demised premises Trust Estate shall be taken by eminent domain proceedings (or condemned sold to a government threatening to exercise the power of eminent domain), the proceeds therefrom shall be deposited with the Trustee in a special fund in trust which it is authorized to establish and shall be applied and disbursed by the Trustee as follows: (i) If the Trustee is furnished with the report specified in Section 9.10(a)(iii) to the effect that such eminent domain proceedings have not materially affected the operation of the Project or the ability of the Authority to meet any competent authority of its obligations hereunder, and if such report states that such proceeds are not needed for repair or rehabilitation of the Project, the Trustee shall treat such proceeds as Revenues and shall apply such proceeds as provided in Section 4.4, subject to Section 9.10(e) hereof. (ii) If the Trustee is furnished with the report specified in Section 9.10(a)(iii) to the effect that such eminent domain proceedings have not materially affected the operation of the Project or the ability of the Authority to meet any public use of its obligations hereunder, and if such report states that such proceeds are needed for repair or purpose during rehabilitation of the term Project, the Trustee shall pay to the Authority, or to its order, from said proceeds such amounts as the Authority may expend for such repair or rehabilitation, upon the filing with the Trustee of such Written Requisitions of the Authority, certificates of architects or engineers. (iii) In making any such application (including the application mentioned in the following subsection (b)), the Trustee shall be provided, at the expense of the Authority, the report of an independent engineer or other independent professional consultant. Any such application by the Trustee shall be final. (b) If less than all of the Project shall have been taken in such eminent domain proceedings, and if the Trustee is furnished a report of an independent engineer concluding that such eminent domain proceedings have materially affected the operation of the Project or the ability of the Authority to meet any of its obligations hereunder, the Trustee shall deposit the proceeds to the Redemption Holding Account as provided in Section 4.6 hereof, subject to Section 9.10(e) hereof. (i) If all of the Project shall have been taken in such eminent domain proceedings and if proceeds from such taking allocable to the Project (after applying Section 9.10(e) hereof), together with any other moneys then available to the Trustee for the purpose, are sufficient to provide for the payment of the entire amount of principal then due or to become due upon the Bonds, together with the interest thereon, so as to enable the Authority to retire all of the Bonds then outstanding by redemption or by payment at maturity, the Trustee shall deposit the proceeds in the Redemption Holding Account and shall apply such proceeds to the payment of such interest and to such retirement. (ii) If all of the Project shall have been taken in such eminent domain proceedings and if such proceeds (after applying Section 9.10(e) hereof), together with any other moneys then available to the Trustee for the purpose, are insufficient to provide moneys for the purposes specified in paragraph (i) of this Lease. TENANT reserves subsection (c), the unto itself Trustee shall deposit the right proceeds in the Redemption Holding Account. (d) After all of the Bonds have been retired and the entire amount of principal due or to prosecute its claim for an award based become due upon its leasehold the Bonds, together with the interest for thereon, have been paid in full, the Trustee shall pay the remainder of such taking, without impairing any rights of LANDLORD for the taking of or injury proceeds to the reversion. District and the Authority in accordance with their respective interests as directed by the Authority subject to Section 9.10(e) hereof. (e) In the event that a part the Authority shall issue or incur subordinate indebtedness as provided in Section 3.6 hereof for the acquisition, construction or completion of improvements or additions to the Project and all or less than all of the demised premises Project shall be taken or condemned that (a) in such eminent domain proceedings, the part so taken includes Authority shall be entitled to allocate proceeds of such eminent domain between the building Property and such additions and improvements financed with such subordinate indebtedness on the demised premises or any part thereof or (b) basis of relative fair market values and apply 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 proceeds 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 heretoallocation.

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

Eminent Domain. If The 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. (a) In the event that all or any portion of the Premises is taken under the power of eminent domain by any competent authority, this Lease shall terminate as to the part so taken as of the date on which Tenant is required to yield possession thereof to the taking authority. If the wholetaking of a portion of the Premises is not a Substantial Portion (as defined below), then Landlord shall make all repairs, alterations and replacements as may be necessary in order to restore the portion of the Premises not taken to useful condition and the Rent shall be reduced on an equitable basis to take into account the elimination of the portion of the Premises taken. (b) If the taking of a portion of the Premises is a Substantial Portion, then Tenant shall have the option to terminate this Lease as of the date on which Tenant is required to yield possession of the portion taken to the taking authority, which option shall be exercised by Tenant by written notice delivered to the Landlord on or prior to such date. Unless this Lease is so terminated, Landlord shall make all repairs, alterations and replacements as may be necessary in order to restore the portion of the Premises not taken to as useful a condition as is practicable and the Rent shall be reduced on an equitable basis to take into account the elimination of the portion of the Premises taken. For all purposes of this Agreement, the term “Substantial Portion” means (i) 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 Premises, (bii) the part so taken shall remove from the premises 2010% or more of the front depth of parking spaces on the parking areas thereofPremises, or (ciii) the part so taken shall consist of 2515% or more of the total parking arealand area demised as part of the Premises, or (div) such partial taking shall result in cutting off any property which affects the direct access from the demised premises Premises to any adjacent public street or highway, then and in (v) any such eventportion of the land or improvements, the TENANT may at any time either prior absence of which is reasonably likely to or within have a period substantial impact on the business of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this LeaseTenant conducted in, on, or if any option to purchase from 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 heretoPremises.

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 Xxxxxx’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. In the event the Premises or any part thereof be acquired or condemned by eminent domain for any public or quasi-public use or purpose, the following provisions shall be controlling: (a) If the wholewhole of the Premises shall be so taken, or then and in that event, the Term shall cease and terminate from the date of title vesting in such proceeding. (b) If 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 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) and such partial taking or condemnation shall result in cutting off direct access from render the demised premises to any adjacent public street or highway, then and in any such event, Premises unsuitable for the TENANT may at any time either prior to or within a period operations of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this LeaseTenant, 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 more than fifty percent (50%) of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionPremises is so taken, then and in either event, the Term shall cease and terminate from the date of title vesting in such proceeding and Tenant shall have no claim against Landlord for the value of any otherwise unexpired portion of the Term. In the event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations partial taking is of less than fifty percent (50%) of the improvements on Premises and not extensive enough to render the demised premises Premises unsuitable for the purpose operations of restoring Tenant, then Landlord shall promptly restore the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject Premises to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 condition comparable to its condition at the time of such taking less the portion so taken, and this Lease shall be submitted thereafter continue in full force and effect with a reduction in the rent proportionate to the American Arbitration Societyarea of the Premises so taken. (c) In the event of any taking as hereinbefore provided, whose decision either whole or partial, Tenant shall not be entitled to any part of the award as damages or otherwise for such taking and Landlord shall receive the full amount of such award, Tenant hereby expressly waiving any right or claim to any part thereof; provided, however, Tenant shall be binding entitled to receive and retain such amounts which may be awarded specifically to Tenant in any such proceedings because of the taking of Tenant's trade furniture, fixtures and leasehold improvements which have not become a part of the Premises. It is understood that in the event of the end of the Term as aforesaid, neither Landlord nor Tenant shall have any claim against the other for the value of any otherwise unexpired portion of the Term and Tenant shall have not right or claim to any part of the award on the parties heretoaccount thereof.

Eminent Domain. (a) If the whole, any or any part all of the demised premises Premises or parking spaces are taken by the exercise of any power of eminent domain or are conveyed to or at the direction of any governmental entity under a threat of any such taking (each of which is hereinafter referred to as a "Condemnation"), Landlord, subject to subparagraph (c) below shall be taken entitled to collect from the condemning authority thereunder the entire amount of any award made in any such proceeding or condemned by any competent authority as consideration for such deed, without deduction therefrom for any public use leasehold or purpose during the term other estate held by Tenant by virtue of this Lease. TENANT reserves . (b) Tenant, subject to subparagraph (c) below, hereby (i) assigns to Landlord all of Tenant's right, title and interest, if any, in and to any such award, (ii) waives any right which it may otherwise have in connection with such Condemnation, against Landlord, and (iii) agrees to execute any and all further documents which may be required in order to facilitate the unto itself Landlord's collection of any and all such awards. (c) Notwithstanding the right to prosecute its claim for an award based upon its leasehold interest for such takingforegoing provisions of this Paragraph, without impairing any rights of LANDLORD for the taking of or injury if there is a Condemnation, Tenant may, to the reversion. In extent permitted by law, appear, claim, prove and receive in the event Condemnation proceeding (a) the unamortized value over the Term of Tenant's property and its improvements and alterations to the Premises and Building (but only to the extent that such value exceeds the unamortized portion of the Tenant Work Allowance described in Exhibit D), provided the same shall have been installed by or at Tenant's expense but regardless of whether Tenant's property or the improvements and alterations might be considered by law or otherwise as a part of the demised premises Premises or Building or shall be taken or condemned that (a) become Landlord's property under the part so taken includes the building on the demised premises or any part thereof or provisions of this Lease, (b) the part so value of Tenant's trade fixtures, equipment, and personal property that are damaged, destroyed or taken shall remove from the premises 20% or more of the front depth of the parking areas thereofhereunder, or (c) the part so taken shall consist cost of 25% or more of the total parking arearelocation, or (d) such partial taking shall result in cutting off direct access from the demised premises special awards or allowances paid to any adjacent public street or highwaytenants when their rental space is 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 (60e) days after the date when possession value of the premises shall be required by leasehold of which it is deprived for 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 remainder of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoTerm.

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

Eminent Domain. 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. If the wholewhole of the Building or Premises, or any part of such portion thereof as will make the demised premises shall be Building or Premises unusable for their intended purposes, is condemned or taken or condemned by any competent legally constituted authority for any public use or purpose during the term purpose, then in either of said events, Landlord or Tenant may 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 Lease by written notice to the reversion. In other party and the event Term hereby granted shall cease from 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 thereof is taken by the condemning authority elect authorities, and Rent shall be accounted for as between Landlord and Tenant as of that date. If a portion of the Building or Premises is so taken, but not such amount as will make the Building or Premises unusable for the purposes herein leased, or if neither Landlord nor Tenant elects 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 shall continue in full force and effect and the Rent shall be reduced prorata in proportion 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 amount of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionPremises so taken, 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 reasonably feasible, restore the Building and the Premises to substantially its former condition, but such work shall not include (i) any component of the Building or the Premises for which Tenant is required to maintain insurance under Section 22 or any alterations, additions or improvements to the Premises made by Tenant following the date hereof. Further Landlord shall not be required to spend any amounts for such work in excess of the amount received by Landlord in connection with such condemnation. Tenant shall have no right or claim to any part of any award made to or received by Landlord for such condemnation or taking, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease and all awards for such condemnation or taking shall be submitted made solely to Landlord. Tenant shall, however, have the American Arbitration Societyright to pursue any separate award that does not reduce the award to which Landlord is entitled. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of The California Code of Civil Procedure, whose decision shall be binding on the parties heretoor any successor statute.

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

Eminent Domain. 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 exercise of the power of eminent domain whereby (a) such portion of the part so Building is taken includes that access to the building on Leased Premises is permanently impaired thereby and reasonable alternate access is not provided by Landlord within a time period which is reasonable under the demised premises or any part thereof or circumstances, (b) the part so taken shall remove from the premises 20% all or more substantially all of the front depth of Leased Premises or the parking areas thereofBuilding is taken, or (c) the part so taken shall consist of 25% or more if less than substantially all of the total parking areaBuilding is taken but Landlord, acting in good faith, determines that it is economically unfeasible to continue to operate the uncondemned portion as a first-class office building, or (d) if less than substantially all of the Leased Premises is taken, but Tenant, acting in good faith, determines that because of such partial taking shall result it is economically unfeasible to continue to conduct its business in cutting off direct access from the demised premises to any adjacent public street or highwayuncondemned portion of the Leased Premises, then in the case of (a) or (b), either party, and in the case of (c), Landlord, and in the case of (d), Tenant, shall have the right to terminate this Lease as of the date when possession of that part which was taken is required to be delivered or surrendered to the condemning authority; and in such case all rent and other charges shall be adjusted to the date of termination. The foregoing right of termination shall be applicable to the taking of any such eventestate or interest whatsoever which, as a matter of law, would deprive Landlord or Tenant of any right to possession (in common with others, as to common areas of the TENANT may at Building) for any time either prior to or within a period in excess of sixty (60) consecutive days after from the date when possession of taking, whether or not the taking be in fee, for a term of years or of any other estate or interest; and a taking shall include the transfer of title or of any interest in the Building by deed or other instrument in settlement of or in lieu of transfer by operation of law incident to condemnation proceedings. Tenant shall have no right to participate or share in any condemnation claim, damage award or settlement in lieu thereof with respect to any taking of any nature; provided, however, that Tenant shall not be precluded from claiming or receiving payment for Tenant's relocation and moving expenses as may be permitted under applicable law so long as the amount of the premises shall be required by same is not subtracted from the condemning authority elect award which Landlord is entitled 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 heretoreceive.

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

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. 22.1 In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes whole of the building on the demised premises or any part thereof Premises or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the parking areas thereofright of appropriation, condemnation or eminent domain, or (c) the part so taken shall consist of 25% sold to prevent such taking, Tenant or more Landlord may terminate this Lease effective as of the total parking areadate possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 22.2 In the event of a partial taking of the Premises for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (d) eminent domain, or sole to prevent such partial taking shall result in cutting off direct access from the demised premises taking, then, without regard to whether any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession portion of the premises shall be required Premises occupied by the condemning authority Tenant was so taken, Landlord may elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting space for the Permitted Use. 22.3 Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and including, but not limited to, those items listed on Exhibit B and (b) the costs of Tenant moving to a new location. Except as set forth in accordance the previous sentence, any award for such taking shall be the property of Landlord unless such taking is temporary and the Lease is not terminated in which case the entirety of the award remains with Tenant, net of any costs incurred by Landlord to restore the Premises pursuant to Section 22.4 or to obtain such purpose optionaward, for which Landlord shall be entitled to be reimbursed prior to remitting the balance of such award to Tenant. 22.4 If, upon any taking of the nature described in this Section, this Lease continues in effect, then Landlord shall promptly proceed to restore the Premises to substantially their same condition prior to such partial taking. In To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 22.5 This Section 22 sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

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

Eminent Domain. (a) If the wholefee of the entire property of which the Premises are a part, or any part a portion sufficient in Lessee's determination, to render the Premises in the sole opinion of the demised premises shall be taken Lessee unsuitable for the use which Lessee was then making of the Premises, is condemned or condemned appropriated by any apparent competent authority for any public use or purpose during authority, then, and in that event, the term of this LeaseLease shall cease and terminate on the date possession is to be given to the condemning authority. TENANT reserves If the unto itself fee of less than the entire property is so condemned or appropriated, and if the Premises can reasonably be used for substantially the same purposes in Lessee's sole judgment, then this Lease shall continue in full force and effect without change with respect to the Premises. (b) In the event of any condemnation or taking as aforesaid, whether whole or partial, Lessee shall have the right to prosecute its claim and recover from the condemning authority or Lessor, such compensation as may be awarded or recoverable by Lessee in Lessee's own right, for an Lessee's loss of good will, installations, moving expenses, prepaid rent and business dislocation expenses. Provided, however, that in no event shall the Lessee's recovery from the condemning authority or the Lessor, reduce the Lessor's net award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking or condemnation to an amount less than that amount which Lessor would have been awarded if the Premises had been condemned based on the Premises prior use. (c) A sale of all or injury part of the Premises to a purchaser with the reversion. power of eminent domain in the face of the exercise of eminent domain power shall be treated as a taking by condemnation for purposes of this Section. (d) In the event that a part of any termination of the demised premises Lease under this provision, all rentals shall be taken or condemned that (a) prorated 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 date of the front depth vacation by Lessee 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 Premises. 12.2 Lessor and Lessee agree to promptly execute any adjacent public street or highway, then and in any such event, the TENANT all instruments as 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 to effectuate 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 provisions 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 heretoSection.

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

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

Eminent Domain. (a) If the whole, all or any part of the demised premises Demised Premises shall be taken or condemned by any competent authority for any public or quasi-public use by virtue of the exercise of the power of eminent domain or by private purchase in lieu thereof, this Lease shall terminate as to the part so taken as of the date of taking, and, in the case of a partial taking, and if the taking is of a material portion of the Demised Premises, Tenant shall have the right to terminate this Lease as to the balance of the Demised Premises, as of the date the condemning authority actually takes possession of the part so condemned or purchased, by written notice to Landlord within thirty (30) days after notice of the taking is received by both parties; 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. 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 ATLOI/IO756990v6 and reasonably suitable for use for the purpose during for which it is designed, then, by written notice to Tenant within thirty (30) days after notice of the taking is received by both parties, Landlord shall have the right to terminate this Lease, as of the date that the condemning authority actually takes possession of the part so condemned or purchased. (b) If this Lease is terminated under the provisions of this Article 35, Rent shall be apportioned and adjusted as of the date of termination. Tenant shall have no claim against Landlord or against the condemning authority for the value of any leasehold estate or for the value of the unexpired Lease Term provided that the foregoing shall not preclude any claim that Tenant may have against the condemning authority for the unamortized cost of leasehold improvements, to the extent the same were installed at Tenant's expense (and not with the proceeds of the Construction Allowance), or for loss of business, moving expenses or other consequential damages, in accordance with subparagraph (d) below. (c) If there is a partial taking of the Building and this Lease is not thereupon terminated under the provisions of this Article 35, then this Lease shall remain in full force and effect, and Landlord shall, within a reasonable time thereafter, repair or reconstruct the remaining portion of the Building to the extent necessary to make the same a complete architectural unit; provided that in complying with its obligations hereunder Landlord shall not be required to expend more than the net proceeds of the condemnation award which are paid to Landlord. (d) All compensation awarded or paid to Landlord upon a total or partial taking of the Demised Premises or the Building shall belong to and be the property of Landlord without any participation by Tenant. Nothing herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority for loss of business, for damage to, and cost of removal of, trade fixtures, furniture and other personal property belonging to Tenant, and for the unamortized cost of leasehold improvements to the extent same were installed at Tenant's expense (and not with the proceeds of the Construction Allowance), provided, however, that no such claim shall diminish or adversely affect Landlord's award. In no event shall Tenant have or assert a claim for the value of any unexpired term of this Lease. TENANT reserves Subject to the unto itself the right foregoing provisions of this subparagraph ( d), Tenant hereby assigns to prosecute Landlord any and all of its claim for an award based upon its leasehold right, title and interest for in or to any compensation awarded or paid as a result of any such taking, without impairing any rights of LANDLORD for the taking of or injury . (e) Notwithstanding anything to the reversioncontrary contained in this Article 35, if, during the Lease Term, the use or occupancy of any part of the Building or the Demised Premises shall be taken or appropriated temporarily for any public or quasi-public use under any governmental law, ordinance, or regulations, or by right of eminent domain, this Lease shall be and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all Rent payable hereunder by Tenant during the Lease Term. In the event of any such temporary appropriation or taking, Tenant shall be entitled to receive that a part portion of any award which represents compensation for the loss of use or occupancy of the demised premises Demised Premises during the Lease Term, and Landlord shall be taken ATLOI/IO756990v6 entitled to receive that portion of any award which represents the cost of restoration and compensation for the loss of use or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more occupancy of the front depth Demised Premises after the end of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoTerm.

Eminent Domain. If A. In the wholeevent of exercise of the power of eminent domain whereby (i) such portion of the Building is taken such that access to the Leased Premises is permanently impaired thereby and Landlord has not provided reasonable alternate access within a time period that is reasonable under the circumstances, (ii) all or substantially all of the Leased Premises or the Building is taken, (iii) less than substantially all of the Building is taken but the Administrator, acting in good faith, determines that it is economically unfeasible to continue to operate the uncondemned portion of the Building as a first-class office building, or any part (iv) less than substantially all of the demised premises Leased Premises is taken, but Tenant, acting in good faith, determines that because of such taking it is economically unfeasible to continue to conduct its business in the uncondemned portion of the Leased Premises, then in the case of (i) or (ii) either party, in the case of (iii) Landlord, and in the case of (iv), Tenant, shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself have the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights terminate this Lease as 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 all or that part of the premises Building is taken by or is required to be delivered or surrendered to the condemning authority; and in such case all rent and other charges payable hereunder shall be required adjusted to the date of such termination. A taking shall include the transfer of the title or of any interest in the Building by the condemning authority elect deed or other instrument in settlement of or in lieu of transfer by operation of law incident 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 condemnation proceedings. B. Unless 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 have been terminated under A above, in the event that a part portion of the demised premises Building shall be taken condemned for public use or condemned under circumstances under voluntarily transferred to a public or quasi-public body in lieu of proceeding to a judgment of condemnation, and Tenant shall determine that it is able to carry on its normal business operations, Tenant shall pay rent for only such portion which Tenant in its determination may reasonably occupy after such partial condemnation or transfer. All repairs by Landlord necessary to restore the TENANT will Leased Premises or Building as nearly as possible to its original condition shall be: (i) commenced within forty-five (45) days after the taking or transfer; (ii) performed in a diligent and workmanlike manner with a material of at least the same quality utilized originally in the construction of the Building. (iii) completed by Landlord at Landlord's sole expense with a minimum of interference with Tenant's normal business operations. If in Tenant's determination landlord shall not have performed any of the above obligations in strict compliance therewith, then Tenant may, but shall not be required to, undertake such obligations, and all costs and expenses incurred by Tenant as a result thereof may be deducted from any rent or other payment due or to become due hereunder. C. Tenant shall have no such optionright to participate or share in any condemnation claim, then damage award or settlement in lieu thereof with respect to any taking of any nature; provided, however, that Tenant shall not be precluded from claiming or receiving compensation for relocation and in either such event the LANDLORD shallmoving expenses, 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 heretopermitted under applicable law.

Eminent Domain. If the whole, Demised Premises or any part thereof should be permanently taken, condemned or transferred by agreement in lieu of the demised premises shall be taken or condemned by any competent authority condemnation for any public or quasi-public use or purpose during by any competent authority, whether or not the term Lease shall be terminated, the entire compensation award therefore, both leasehold and reversion, shall be the property of this LeaseLANDLORD without any deduction therefrom for any present or future estate of TENANT, and TENANT hereby assigns to LANDLORD all its right, title and interest to any such award. TENANT reserves shall execute all documents required to evidence such result. TENANT shall, however, be entitled to claim, prove and receive in such condemnation proceedings such award as may be allowed for fixtures and other equipment installed by it, but only if or to the unto itself extent such award shall be in addition to the right award for the land and the building and other improvements (or portions thereof) containing the Demised Premises. If the entire Demised Premises should be taken, condemned, or transferred as aforesaid, the Lease shall terminate as of the time possession thereof is required for public sale. If a portion of the Demised Premises should be taken, condemned or transferred as aforesaid, LANDLORD may elect to prosecute terminate the Lease or, at its claim for an award based upon its leasehold interest for such own expense, to repair and restore the portion not affected by the said taking, without impairing any rights of LANDLORD for in which latter event the taking of or injury minimum rent shall be reduced in proportion to the reversionarea taken, effective at the time possession is required for public use. In the event that a part any portion of the demised premises shall Common Area should be taken or condemned to such extent 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 LANDLORD, in its sole discretion, should elect to discontinue operation of the front depth of business, LANDLORD may cancel the parking areas thereofLease by giving written notice to TENANT, or and the Lease shall terminate and become null and void ninety (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 (6090) 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 heretosaid notice.

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. 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 reversionSection 18.01. In the event that a Shopping Center or Shopping Centers or any portion thereof shall be taken in condemnation proceedings or by exercise of any right of eminent domain or by agreement between Landlord and Tenant and those authorized to exercise such right (hereinafter referred to as "condemnation proceedings" or a "taking"), Landlord shall be entitled to collect from any condemnor the entire compensation that may be awarded in any such proceedings for the Shopping Center or Shopping Centers so taken, including the fee title (as to Fee Title Properties), the Improvements, Landlord's reversion and all leasehold interests, without deduction therefrom for any estate hereby vested in or owned by Tenant or any estate vested in any other tenant or subtenant, subject, however, to the rights of Tenant as set forth in this Article. Tenant agrees to execute any and all further documents that may be required in order to facilitate collection by Landlord of any and all such awards. Section 18.02. If at any time during the term of this Lease there shall be a total taking (as hereinafter defined) of all or a portion of the Demised Premises situated on a particular Shopping Center, then this Lease shall terminate and expire only with respect to the particular portion of the Demised Premises so taken on the date of surrender of possession to the condemning authority of the particular portion of the Demised Premises on that Shopping Center so taken as a result of such total taking. In the event this Lease terminates as to a particular portion of the Demised Premises on that Shopping Center as the result of a total taking, Tenant shall continue to pay in full the Rent hereunder and, shall in all other respects, keep, observe and perform all the terms, covenants, agreements, provisions, conditions and limitations of this Lease to be kept, observed and performed by Tenant until the date of such surrender. Thereafter, that particular portion of the Demised Premises shall be deleted from this Lease and not be a part of the demised premises Demised Premises and the annual Basic Rent shall be taken or condemned that reduced in an amount equal to the product of the annual Basic Rent multiplied by a fraction, the numerator of which is the Liquidation Value of the particular portion of the Demised Premises with respect to which this Lease has been terminated and the denominator of which is the Total Liquidation Value; and this Lease shall remain in full force and effect as to the remaining portions of the Demised Premises. As used herein "total taking" shall mean (a) a taking of the part so taken includes whole of the building Demised Premises on the demised premises or any part thereof that single, individual Shopping Center, or (b) a taking of less than the whole of the Demised Premises on that single, individual Shopping Center, but, the taking is of such a substantial part so of that Shopping Center that it results in the portion of the Demised Premises on that Shopping Center remaining after such taking (even if Restoration were made) being economically infeasible for the use of that particular portion of the Demised Premises on that Shopping Center. A taking of a portion or portions of areas of a single, individual Shopping Center being utilized for parking purposes shall not constitute a total taking unless there is taken shall remove from the premises twenty percent (20% %) or more of the front depth area of the Land of that particular Shopping Center which is used or useable for parking and Landlord does not provide an adequate alternative parking area or facility for such use (including areas thereofto which an REA, or (c) if any, applies). Section 18.03. In the part so taken shall consist event of 25% a total taking affecting one 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 highwayShopping Centers as aforesaid, then and in such event the proceeds of the entire award for such taking which are left after paying all reasonable legal fees and other reasonable expert fees and other reasonable expenses of collection and after the Overlandlord receives the proceeds, if any, to which it is entitled ("Net Award") shall be paid to Landlord as Landlord's property, and Tenant shall not be entitled to any portion of the award for the value of Tenant's leasehold interest in the Shopping Center taken or otherwise. No claim or demand of any kind shall be made by Tenant against Landlord or against an Overlandlord or the condemning authority or any other party by reason of such event, the TENANT may termination or taking. Section 18.04. If at any time either during the term of this Lease there shall be a taking of only a part of a particular Shopping Center which is not a total taking as defined in Section 18.02 (which said taking is hereinafter called a "Partial Taking"), this Lease shall not terminate as to such Demised Premises on that Shopping Center and Tenant shall promptly, except for Unavoidable Delays, in compliance with the provisions of Article XVI of this Lease, repair any damage to the Demised Premises or the Shopping Center resulting from such partial taking, and of the Improvements so damaged so as to render the same as nearly as possible a complete and satisfactory architectural unit of the same type and class immediately preceding such taking, unless Landlord elects as to Landlord's Buildings not to restore or replace Landlord's Buildings, as stated in clause (b) of this Section 18.04. In the event of a Partial Taking as aforesaid, as compensation for the respective interests of Landlord and Tenant taken as aforesaid the Net Award, subject to the Overleases shall be allocated, applied and distributed as follows and in the following order of priority: (a) So much thereof as shall be reasonably necessary to repair any damage to the Shopping Center, or any part thereof, resulting from such Partial Taking, and to demolish, alter, restore, replace or repair the portion of the Improvements so damaged so as to render the same as nearly as possible a complete and satisfactory architectural unit of the same type and class immediately preceding such Partial Taking as provided above, shall be made available to Tenant for the purposes aforesaid substantially in the same manner and subject to the same conditions as those set forth in Article XVI with respect to insurance proceeds and other moneys; and (b) Landlord shall be entitled to retain the entire remainder of the Net Award as compensation for its interest in the Shopping Center thus taken. In the event the cost of said repairs, demolitions, alterations, restoration, replacement or rebuilding of the Demised Premises shall exceed the Net Award, Tenant shall pay the deficiency. Landlord shall not be obligated to restore or replace or shall not be entitled to have Tenant restore or replace any Landlord's Buildings unless Landlord elects to do so at Landlord's expense, but to the extent Landlord receives and retains the Net Award Landlord shall restore or rebuild the Common Areas remaining after the taking. Notwithstanding the occurrence of a Partial Taking, the Basic Rent payable in the amounts as provided in Sections 3.01 and 25.02 shall continue and shall not be suspended, waived, diminished or reduced or the payment thereof interrupted, delayed or deferred, excepting that if Landlord shall actually receive and retain as its own funds any remainder of the Net Award pursuant to clause (a) or, remaining after Landlord spends money to restore Landlord's Buildings, retained pursuant to clause (b) above, the annual Basic Rent shall be reduced in an amount equal to the product obtained by multiplying ten and three-quarters percent (10.75%) by the amount of the Net Award actually received and retained by Landlord, if any, after Landlord has applied and distributed the Net Award for the repair of the remaining Shopping Center in accordance with clause (a) in Section 18.04. Section 18.05. In the event of any dispute between Landlord and Tenant as to whether a total taking within the meaning of this Lease shall have occurred (including an assertion by Tenant that is has the right to terminate this Lease as to the particular Shopping Center affected pursuant to Section 18.02, clause (b) therein), or as to the amount of the Restoration fund, such matters shall be determined by arbitration as provided in Article XXI of this Lease. Section 18.06. If all or any portion of the Demised Premises is taken by the exercise of the right of eminent domain for governmental occupancy for a limited period for less than the term then remaining ("Temporary Taking"), this Lease will not terminate and Tenant will continue to perform all of Tenant's obligations as though such taking had not occurred (except to the extent that Tenant is prevented from doing so by reason of such taking; provided, in no event will Tenant be excused from the payment of Rent and all other charges required to be paid by Tenant under this Lease). In the event of such Temporary Taking, Tenant will be entitled to receive the entire amount of any award made for such taking (whether paid by way of damages, rent or otherwise) and Landlord hereby assigns such award to Tenant, unless the period of governmental occupancy extends beyond the end of the term of this Lease, in which case the award will be equitably apportioned between Landlord and Tenant on a per diem basis. To the extent possible, Tenant agrees to restore the Improvements to the condition which existed prior to or such Temporary Taking at Tenant's expense at the termination of any such governmental occupancy. If a Temporary Taking occurs and the condemning authority provides Landlord and Tenant with a written certification within a period of sixty thirty (6030) days after the date when possession commencement of Temporary Taking indicating that such Temporary Taking is reasonably estimated to terminate during the last year 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 term of this Lease, may then such Temporary Taking shall be treated 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 Partial Taking (if only a portion of the demised premises Demised Premises are the subject of the Temporary Taking) or a total taking (if all of the Demised Premises are the subject of the Temporary Taking). Section 18.07. Nothing herein contained shall be taken prevent Tenant from maintaining or condemned under circumstances under which prosecuting its own independent action in such condemnation proceeding for a separate damage award for the TENANT will have value of any Tenant's Trade Fixtures and other removable personal property or for relocation expenses and damages for interruption of Tenant's business; provided, however, that no such optionaward to Tenant shall reduce, then affect or compromise the amount of Landlord's award pursuant to Section 18.01 or 18.03, which shall have priority, and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to if it would reduce Landlord's benefits and alterations of the improvements on the demised premises compensation for the purpose fee title, if any, of restoring Landlord or the same to an economic architectural unitleasehold value, susceptible to the same use as that which was in effect immediately prior to Tenant shall not make 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 heretoclaim for those damages.

Eminent Domain. (a) If the wholePremises, or any such part of the demised premises thereof as shall substantially interfere with Tenant's use and occupancy thereof, shall be taken or condemned by any competent authority for any public use or quasi-public purpose during by any lawful power or authority, by exercise of the term right of appropriation, condemnation or eminent domain, or sold to prevent such taking, this LeaseLease shall terminate effective as of the date possession is required to be surrendered to said authority. TENANT reserves In the unto itself event of such taking, the parties shall be entitled to receive such portion of any award made for such taking allocated to each party either in such condemnation action or by separate proceedings for such purpose. Tenant shall have the right to prosecute its claim for an award participate in any condemnation proceedings and shall be entitled to condemnation proceeds based upon its only on (i) the value of the condemned improvements which Tenant has the right to remove from the Premises, (ii) the unamortized value of any improvements installed at Tenant's direct expense which are not removed, (iii) Tenant's trade fixtures, and (iv) the value of Tenant's leasehold interest estate. For the purposes of this provision, the "value of the Tenant's leasehold estate" shall be the discounted value at the time of condemnation of the amount by which the fair market rental value of the Premises (as defined in Paragraph 2(c)) exceeds the Rent which would otherwise be due assuming a CPI increase of five percent (5%) per year, over the balance of the then existing term of the Lease. The discount rate for such calculation shall be the discount rate explicitly or implicitly used by the condemning authority in calculating the value, but if no discount rate is used, the rate prescribed in Paragraph 6(f) to amortize improvements. Landlord shall have no interest in any separate award made to Tenant for Tenant's moving or relocation costs or for loss of goodwill as consequence of relocation. (b) If a portion of the Premises is taken but such taking does not substantially interfere with Tenant's use and occupancy of the Premises, this Lease shall continue in effect. Landlord shall promptly proceed to restore the Premises to substantially their same condition prior to such partial taking, and Rent (and future Rent adjustments) shall be abated in proportion to the square footage of space in the Premises that has been taken. In the event of such partial taking, Landlord shall be entitled to the entire amount of any award without impairing deduction for any rights estate or interest of LANDLORD Tenant. Any award paid to Landlord for a partial taking shall used for the restoration of the Premises. (c) If the Premises, or such part thereof as shall substantially interfere with Tenant's use and occupancy thereof are subject to a temporary taking, either Landlord or Tenant may terminate this Lease by written notice to the other if and only if such temporary taking will exceed a period of eighteen (18) months. If neither party elects to terminate this Lease due to a temporary taking, Tenant shall be entitled to the entire amount of any award made for a temporary taking of all or any portion of the Premises. (d) If any portion of the parking area is taken by eminent domain or other condemnation, Landlord shall, at its sole expense, provide Tenant with the number of parking spaces required by Paragraph 34 within a reasonable distance of the Premises. If Landlord does not provide such parking, the rent shall be abated equitably to reflect the reduced utility of the Premises. (e) Nothing contained in this Paragraph 21 shall be deemed to give Landlord any interest in any specific award made to Tenant for the taking of personal property and fixtures belonging to Tenant 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 heretorelocation expenses.

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

Eminent Domain. If the 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 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 TENANT'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 14 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 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, the TENANT may at condemnation award or in any time either prior to judgment for damages or within a period in any proceeds of sixty (60) days after the date when possession any sale made under any threat of the premises shall be required by the condemning authority elect to terminate this Lease, condemnation 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 optiontaking. In the event that TENANT shall fail have the right 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 In the wholeevent the entire Premises, or any part of such portion thereof as will make the demised premises Premises unsuitable for the purposes leased, shall be taken by eminent domain or condemned by any competent authority for any public use or purpose during threat of eminent domain, the term Term of this Lease. TENANT reserves lease shall terminate on the unto itself the right date Lessee is required 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 reversionsurrender possession. In the event that only a part of the demised premises Premises shall be taken so taken, then (i) if substantial structural alteration 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 reconstruction of the front depth improvements upon the Premises shall, in the reasonable opinion of Lessee be necessary or appropriate as a result of such taking, Lessee may, at its option, terminate this lease as of the parking areas thereof, or (c) the part so taken shall consist date Lessee surrenders possession of 25% or more such portion of the total parking area, or (d) Premises by notifying Lessee in writing of 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 termination within a period of sixty (60) days after following the date when possession on which Lessor shall have received final notice of the premises shall be required by the condemning authority such taking, or (ii) if Lessee does not elect to terminate this Leaselease as aforesaid, or if any option to purchase the premises is conferred upon the TENANT this lease shall be and remain unaffected by any other provision such taking, except that the rent shall be equitably abated in the proportion that the taken premises bears to the entire Premises and the award for such eminent domain shall be made available to Lessee for purposes of this Lease, may as an alternative making repairs or replacements to the Premises that are necessitated by such termination of this Lease elect to purchase the demised premises in accordance with such purpose optiontaking. In the event that TENANT of termination of this lease as hereinabove provided, rental and other charges shall fail be paid to exercise the date Lessee surrenders possession and any such option payments made beyond that date shall be refunded by Lessor to terminate this Lease or to purchase Lessee. In the premises event of any taking, in whole or in part, by eminent domain proceedings or threat of eminent domain proceedings, the event that a part entire award shall be the property of the demised premises Lessor. Notwithstanding the foregoing provision, Lessee shall be taken or condemned under circumstances under which have the TENANT will have no such option, then and in either such event right to make a separate claim with the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises condemning authority for the purpose value of restoring Lessee’s moving or relocation expenses, provided, however, that such separate claim shall not reduce or adversely affect 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 amount of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoLessor’s award.

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

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

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

Eminent Domain. If 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 any public authority or entity, in the wholeexercise of its power of eminent domain, takes or damages the Leased Premises, or any part thereof at any time during the Lease Term, and if the Lessee shall not have exercised its option to terminate this Lease under Section 11.2(b) hereof, (i) there shall be no abatement or diminution of the demised premises Basic Rent, Additional Payments or other amounts payable, or in any covenant, agreement or other obligation of the Lessee under the Lease, and, the Lessee shall take prompt and appropriate measures to protect and enforce its rights and interests and those of the Lessor in connection with any condemnation proceeding. Prompt written notice of any taking or damaging of the Leased Premises or of any official notice thereof or of the institution of any proceeding therefor by any public instrumentality, body, agency or officer 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 given to the reversionLessor. In the event that title to or the temporary use of the Leased Premises shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm corporation acting under governmental authority, any Net Proceeds received from any award made in such eminent domain proceedings shall be paid to the Lessee, and, if in excess of $1,000,000, be applied in one of the following ways: (a) the restoration of the remaining portion of the Leased Premises to substantially the same condition as it existed prior to the exercise of said power of eminent domain; (b) the acquisition, by construction or otherwise, by the Lessee of other land or improvements suitable for operation of the Leased Premises as Hospital Facilities; or (c) prepayment of indebtedness secured by the Leased Premises, provided the Authorized Hospital Representative furnishes to Lessor a certificate that (i) the property forming a part of the demised premises Leased Premises that was taken by such condemnation is not essential to its suitability as Hospital Facilities for use by a hospital institution in connection with its operations or (ii) that the Leased Premises has been restored to a condition substantially equivalent to its condition prior to the taking by such condemnation proceedings, or (iii) that land or improvements have been acquired, by construction or otherwise, which are suitable for the operation of the Leased Premises as contemplated by clause (b) of this subsection. Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation with respect to the Leased Premises, the Authorized Lessee Representative shall be taken advise the Lessor, as to which of the ways specified in this Section the Lessee elects to have such proceeds of the condemnation award applied. The Lessor and the Lessee will cooperate fully in the conduct of any prospective or condemned that (a) pending condemnation proceedings with respect to the part so taken includes the building on the demised premises Leased 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 the Lessor may have been necessary by such condemnationdo so lawfully, subject it will permit the Lessee to a pro-rata reduction litigate in rental. Any dispute resulting from Section 9.3 any of this Lease shall be submitted those proceedings in the Lessee’s own name and on its own behalf, or to the American Arbitration Societyextent lawful, whose decision shall be binding in the name and on behalf of the parties heretoLessor (except in a case in which those proceedings are by the Lessor, in which event the Lessee will have the right to proceed as if it were the owner of the Leased Premises). In no event will the Lessor settle voluntarily or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Leased Premises, or any part thereof, without the written consent of the Lessee.

Eminent Domain. If the whole, or any part more than twenty percent (20%) of the demised premises shall be floor -------------- area of the Premises is taken or condemned by any competent authority for any public or quasi-public use under any governmental law, ordinance or purpose regulation or by right of eminent domain or by private purchase in lieu thereof, then either party hereto shall have the right to terminate this Lease effective on the date physical possession is taken by the condemning authority or private purchaser. If less than twenty percent (20%) of the floor area of the Premises is taken for any public or quasi-public use in said manner, this Lease shall not terminate. However, in the event any portion of the Premises is taken and the Lease not terminated, the rental specified herein shall be reduced during the unexpired 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 Lease in proportion to the reversion. In the event that a part area of the demised premises Premises so taken and the reduction shall be taken or condemned that (a) the part so taken includes the building effective on the demised premises date physical possession is taken by the condemning authority or any part thereof or private purchaser. Any election to terminate this Lease following condemnation shall be evidenced only by written notice of termination delivered to the other party not later than fifteen (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 (6015) days after the date when on which physical possession of the premises shall be required is taken by the condemning authority elect or private purchaser and shall be deemed effective as of the date of said taking. If, however, the Lease is not terminated following a partial condemnation, Landlord shall promptly make all necessary repairs or alterations to terminate this Lease, or if any option the Building and Premises which are required to purchase make the premises is conferred upon the TENANT Building usable by any other provision of this Lease, may as an alternative Tenant subsequent to such termination taking. All compensation awarded for any taking (or the proceeds of this Lease elect to purchase private sale in lieu thereof) whether for 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 whole or to purchase the premises or in the event that a part of the demised premises Premises, shall be taken the property of the Landlord whether such award is compensation for damages to Landlord's or condemned under circumstances under which the TENANT will Tenant's interest, provided Landlord shall have no such option, then and interest in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs any award made to and alterations Tenant for loss of the improvements on the demised premises business or for the purpose taking of restoring Tenant's fixtures and other property within the same Premises if a separate award for such items is made 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 In the whole, event the Office Building or any part of the demised premises thereof shall be taken or condemned by any competent authority either permanently or temporarily for any public or quasi-public use or purpose during by any authority in appropriation proceedings or by any right of eminent domain, the term entire compensation award therefor, including, but not limited to, all damages as compensation for diminution in value of this Leasethe leasehold, reversion and fee, shall belong to the 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. TENANT reserves However, Lessee shall have the unto itself right, to the right extent permitted by law, to interpose and prosecute an independent claim against such authority for Lessee’s loss of business, the value of its claim for an award based upon its leasehold interest for such takingleasehold, without impairing any rights of LANDLORD relocation expenses, and for the taking value of or injury to the reversionLessee’s alterations, fixtures and improvements, together with Lessee’s cost of installation thereof. In the event that of a part taking under the power of eminent domain of more than (i) thirty percent (30%) of the demised premises Common Areas, or (ii) fifty percent (50%) of the floor area of the Office Building (as constituted prior to such taking) either Lessor or Lessee shall have the right to terminate this Lease without penalty by notice in writing given within ninety (90) days after the condemning authority takes possession, in which event all rents and other charges shall be taken or condemned that prorated as of the date of such termination. In the event ten percent (a10%) 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 are taken, or (cthe taking materially impairs 1) Lessee’s ability to operate its business, 2) Lessee’s access to the part so taken shall consist of 25% or more of the total parking areaPremises, or (d3) such partial taking shall result Lessee’s access to parking granted 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, Lessee shall have the sole option of terminating this Lease without penalty or if obligation of any option to purchase kind. In the premises is conferred upon event of a taking of any portion of the TENANT by any other provision Premises not resulting in a termination of this Lease, may as an alternative to such termination of this Lease elect to purchase Lessor shall restore the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a 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 Premises to the same use as condition that which was in effect existed immediately prior to such before the 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 and this Lease shall be submitted continue in effect with respect to the American Arbitration Societybalance of the premises, whose decision shall be binding on with a reduction of rent in proportion to the parties heretoportion of the Premises taken.

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 II

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

Eminent Domain. If the whole, or In case (a) any part of the demised premises Mortgaged Property 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 exercise of the demised premises power of eminent domain, or by similar right or power, or if any governmental authority shall be taken exercise any right which it may now or condemned that (a) hereafter have to purchase or designate a purchaser of, or order the part so taken includes the building on the demised premises sale of, all or any part thereof Mortgaged Property, or in case of any sale or conveyance of Mortgaged Property in lieu and in reasonable anticipation of any such event, and (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereofCompany is unable, or (c) the part so taken shall consist of 25% or more of the total parking areaelects not, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highwayobtain, 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 Section 9.03, the release from the Lien of this Indenture of such purpose option. In Mortgaged Property, all net proceeds of each such taking, purchase or sale or, in case of a sale or conveyance in anticipation thereof, an aggregate amount of Governmental Obligations or purchase money obligations having a fair value to the event that TENANT shall fail Company in cash as evidenced by an Appraiser’s Certificate, and cash, not less than the Fair Value, as of a date not more than 90 days prior to exercise the date of an application of the Company signed by an Authorized Executive Officer for the release of such Mortgaged Property from the Lien of this Indenture, as stated in an Engineer’s Certificate, dated the date of such application, of the Mortgaged Property taken, purchased, sold or conveyed, together with all net sums payable for any damage to any Mortgaged Property by or in connection with any such option to terminate this Lease taking, purchase, sale 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 takingconveyance, to the extent that may have been necessary by not deposited under a Prior Lien with the trustee, mortgagee or other holder of such condemnationPrior Lien, shall be deposited with the Trustee, to be held and applied in accordance with Article 10; and upon receipt of such application the Trustee (subject to a pro-rata reduction in rental. Any dispute resulting Section 9.12) shall execute and deliver to the Company the documents and instruments releasing from Section 9.3 the Lien of this Lease shall be submitted Indenture the Mortgaged Property so taken, purchased, sold or conveyed, upon receipt by the Trustee of: (a) an Opinion of Counsel, dated the date of such application, to the American Arbitration Societyeffect that such Mortgaged Property has been lawfully taken, whose decision shall be binding on purchased, sold or conveyed as aforesaid; or (b) in case of any such sale or conveyance in anticipation of such taking, purchase or sale, a Board Resolution to the parties heretoeffect that such sale or conveyance was in lieu and in reasonable anticipation of such taking, purchase or sale; and (c) an Opinion of Counsel, dated the date of such application, pursuant to Section 20.01(b).

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

Eminent Domain. If the whole, whole or any part of the demised premises and improvements thereon hereby leased shall be condemned or taken or condemned by any competent authority for properly constituted corporation or any public use authority under the power of eminent domain or purpose during under the threat of eminent domain, then at Lessor’s option the term of this Leaselease shall cease as to the part so taken from the day the possession of that part shall be taken by such corporation or public authority and the rent shall be paid to that date with a proportionate refund by the Lessor of such rent as may have been paid in advance. TENANT reserves If by reason of any partial taking by condemnation or purchase under threat of condemnation the unto itself utility of the premises to Lessee be substantially impaired, then the Lessee shall have the right either to prosecute its claim terminate this lease or to continue in the possession of the remainder of the same under the terms herein provided, except that the rent shall be reduced in the proportion that the value of the whole of the area of the premises thus taken or purchased represents to the value of the entire leased premises at such time. All damages awarded, for an award based upon its leasehold interest for such taking or the proceeds from any sale under threat of such taking, without impairing any rights of LANDLORD whether for the taking of whole or injury to the reversion. In the event that a part of the demised premises leased premises, shall belong to and be the property of Lessor, whether such damages shall be taken awareded as compensation for diminution in value to the leasehold or condemned that (a) 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 within a period of sixty (60) days after the date when possession fee of the premises herein leased; except, however, nothing herein contained shall be required by deprive or deny to Lessee such lawful claims which Lessee may have against the condemning authority elect for loss or damage to terminate this LeaseLessee’s fixtures, or if any option to purchase for expense of moving or other claims not inconsistent with or in diminution of Lessor’s claims as owner of 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 heretothereon.

Eminent Domain. If the wholeleased premises or any part is taken or condemned either permanently or temporarily for any public or quasi-public use or purpose by any competent authority in appropriation proceedings or by any right of eminent domain, the entire compensation award including, but not limited to, all damages as compensation for diminution in value of the leasehold reversion and fee, shall belong to the LANDLORD without any deduction for any present or future estate of the TENANT, and the TENANT hereby assigns to the LANDLORD all its rights, title and interest to any such award. Although all damages in the event of any condemnation are to belong to the LANDLORD, the 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 to or recoverable by the TENANT in the TENANT'S own right on account of any and all damage to the TENANT'S business and for or on account of any cost or loss to which the TENANT might be put in removing the TENANT'S merchandise, furniture, fixtures, leasehold improvements and equipment. If the whole or any part of the demised leased premises shall be is taken or condemned by any competent authority the exercise of the power of eminent domain so as to render the leased premises unsuitable for any public use or purpose during business, in the opinion of the TENANT and LANDLORD, then the term of this Lease. TENANT reserves Lease shall terminate as of the unto itself date possession is taken by 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 reversioncondemnor. In the event that of a part partial taking or condemnation which is not extensive enough to render the premises unsuitable for business, in the opinion of the demised premises TENANT and LANDLORD, then the LANDLORD shall be taken or condemned that (a) promptly restore the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more remaining portion 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 leased premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior a condition as comparable as possible 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 its condition immediately prior to such taking, to the extent that may have been necessary by preceding such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of and this Lease shall be submitted to continue in force and effect, and the American Arbitration Society, whose decision minimum rent shall be binding on reduced in proportion to any reduction in the parties heretosquare footage of the building following such taking and restoration.

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

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

Eminent Domain. If In the whole, event that all or any part a substantial portion -------------- of the demised premises shall Premises be lawfully condemned or taken or condemned by in any competent authority manner for any public use or purpose during quasi-public use, this Lease shall terminate as of the term date of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such actual taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a any insubstantial part of the demised premises Premises be so condemned or taken, Host shall be taken or condemned that (a) have 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 right to terminate this Lease as of the front depth date of the parking areas thereof, or (c) the part actual taking by giving Guest written notice of such termination; but should Host not so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, this Lease shall cease as to the part taken and the rent adjusted so that Guest shall pay a pro rata portion of the rent determined by the amount of space (and rate therefore) remaining after the taking. If any portion of the Premises is lawfully condemned or if taken in any option manner for any public or quasi-public use, Guest shall have the right to purchase terminate the premises is conferred upon Lease. Host shall be entitled to receive the TENANT entire award from any such condemnation or taking of the Premises or any part thereof, without deduction therefrom for any estate or interest granted to Guest by any other provision of this Lease, may as provided, that nothing herein contained shall be deemed to prevent Guest from claiming compensation for relocation costs or loss for interruption of business in the event an alternative to award with respect thereto is provided for by law or is fixed in the proceeding in which such termination of this Lease elect to purchase the demised premises in accordance with such purpose optiontaking shall occur. In the event that TENANT shall fail of a partial taking insufficient in size to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part cause termination of the demised premises Lease, Host shall be taken build, repair or condemned under circumstances under which replace any outer walls, floor or roof necessary to make 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 heretoPremises tenantable.

Eminent Domain. If If, during the wholeConstruction Period for a Phase, title to or temporary use of a Phase, or any part of the demised premises thereof, shall be taken or condemned under the exercise of the power of eminent domain by any competent authority for governmental body or by any public use person, firm or purpose during corporation acting under governmental authority, the term Construction Agent shall give the Trustee, the Issuer, and the City written notice of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for occurrence of such taking, without impairing condemnation by eminent domain of all or any rights of LANDLORD for the taking of or injury to the reversion. In the event that a material part of the demised premises Phase during the Construction Period for such Phase promptly following the occurrence thereof together with a written estimate of the schedule and cost of restoring the Phase and shall deliver such estimate to the Trustee and the Issuer. In such event, there shall be taken no abatement of the Financing Payments payable by the City hereunder. If such condemnation of all or condemned any part of a Phase occurs during the Construction Period for such Phase that, in the good faith judgment of the Issuer and the City, after consultation with the Construction Agent, (i) renders impossible or impractical the restoration of the remaining portion of the Phase as an architectural unit adequate for the intended use of the Phase, (ii) will not give rise to an award sufficient to pay, together with amounts on deposit in the Project Phase Subaccount, any increased costs and expenses of completing the acquisition, construction, installation, improvement, furnishing, and equipping of the Public Improvements pursuant to the Public Improvement Construction Documents, or (iii) will cause a material delay such that the acquisition, construction, installation, improvement, furnishing, and equipping of the Public Improvements cannot reasonably be completed (aany such event being called a “Construction Event of Taking”), whereupon the Construction Agent shall (A) use its best efforts to eliminate the material delay or (B) if necessary to eliminate such shortfall in the Project Phase Subaccount, shall also deliver moneys to the Trustee for deposit in the Project Phase Subaccount sufficient to complete the Phase. If a condemnation occurs with respect to all or any portion of a Phase during the Construction Period for such Phase, unless the cost of restoring, rebuilding and repairing the resultant damage is less than Fifty Thousand Dollars ($50,000) (in which case the proceeds of the resulting award may be paid directly to the Construction Agent, who shall receive the same in trust for application to the costs of the restoration, rebuilding, and repairing of the Phase and for application of any Net Proceeds in accordance with the Indenture), the Net Proceeds of the resulting award shall be paid over to the Trustee and disbursed by the Trustee to the Construction Agent pursuant to Applications and Certificates for Payment substantially in accordance with the procedures for payment of Public Improvement Expenses in Sections 6.2 and 6.3 hereof. The Construction Agent shall apply the proceeds of the award to pay for the cost of rebuilding, restoring, and repairing the resulting damage, but the Construction Agent shall not be obligated to fund or pay for any portion of the costs of such restoration, rebuilding, or repairing except to the extent of construction loss proceeds and of the proceeds of any necessary Applications and Certificates for Payment, except to the further extent that the Construction Agent shall be obligated as the result of the intentional, wrongful or negligent acts or failures to act of itself, its agents, employees, contractors, subcontractors, or material suppliers or shall otherwise elect. Thereafter, the Construction Agent shall apply the proceeds of any necessary Applications and Certificates for Payment available for such purpose under the Transaction Documents to complete the acquisition, construction, installation, improvement, furnishing, and equipping of the Phase and use good faith efforts to cause the acquisition, construction, installation, improvement, furnishing, and equipping of the Phase to be completed; provided, that any Net Proceeds received from any such award made in such eminent domain proceedings remains after completion of the acquisition, construction, installation, improvement, furnishing, and equipping of the Phase shall be paid to and held by the Trustee and applied pursuant to the Indenture. The Construction Agent, the Issuer, and the City shall cooperate fully in the handling and conduct of any prospective or pending condemnation proceedings with respect to the Public Improvements, any Phase or any part so taken includes thereof. In no event will the building on Issuer voluntarily settle or consent to the demised premises settlement of any prospective or pending condemnation proceedings with respect to the Public Improvements, any Phase or any part thereof or (b) without the part so taken shall remove from the premises 20% or more written consent of the front depth of Developer and 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 heretoCity.

Eminent Domain. 23.01. If the wholewhole of the Building or the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose, this lease and the term and estate hereby granted shall terminate as of the date of vesting of title on such taking (herein called "Date of the Taking"), and the Fixed Rent and Additional Charges under Article 3 shall be prorated and adjusted as of such date. 23.02. If only a part of the Building or the Land shall be acquired or condemned for any public or quasi-public use or purpose, then, (i) except as hereinafter provided in this Section, this lease and the term hereof shall continue in force and effect but, if a part of the Premises is included in the part of the Building so acquired or condemned, from and after the date of the vesting of title or the date possession of such part is taken, whichever occurs later, the Fixed Rent as well as Tenant's Proportionate Tax Share and Tenant's Proportionate Operating Share shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation (taking into account, and making an adjustment on account of any taking or acquisition of, and the Fixed Rent payable with respect to, space added to the Premises pursuant to the provisions of Article 4 hereof based on the respective Rent therefor); (ii) whether or not the Premises shall be affected thereby, Landlord, at Landlord's option, may give to Tenant, within sixty (60) days next following the date upon which Landlord shall receive notice of vesting of title (other than a vesting of title to a portion of the Land only or less than 5% of the rentable area of the Building), not less than five (5) day's notice of termination of this lease, provided that by reason of such taking Landlord shall have elected to terminate (on a date not later than the date of termination specified on such notice) leases, if any, affecting at least 50% of the space in the Building (exclusive of the Premises) which is occupied by tenants; and (iii) if the part of the Building so acquired or condemned shall contain more than 20% of the total area of the Premises immediately prior to such acquisition or condemnation, or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to the Premises, Tenant, at Tenant's option, may give to Landlord, within sixty (60) days next following the date upon which Tenant shall have received notice of vesting of title, a five (5) days' notice of termination of this lease. If any such notice of termination is given by Landlord or Tenant, this lease and the term hereof shall come to an end and expire upon the date set forth in such notice with the same effect as if such date were the Expiration Date. If part of the Building shall be so acquired or condemned, and this lease and the term hereof shall not be terminated pursuant to the foregoing provisions of this Section 23.02, Landlord, at Landlord's expense, shall proceed with reasonable diligence to repair the remaining parts of the Building and the Premises (other than Tenant's Property) to substantially their former condition to the extent that the same may be feasible (subject to reasonable changes which Landlord shall deem desirable) and so as to constitute a complete and tenantable Building and Premises of substantially the same quality. In addition, the Fixed Rent and Additional Charges payable with respect to those portions of the Premises not so acquired or condemned which are rendered untenantable by Landlord's work in restoring such portions of the Premises as provided in this Section 23.02, shall be equitably reduced, until substantial completion of such restoration (taking into account, and making an adjustment on account of any taking or acquisition of, and the Fixed Rent payable with respect to, space added to the Premises pursuant to the provisions of Article 4 hereof based on the respective Rent therefor). In the event of any termination of this lease and the term hereof pursuant to the provisions of this Section 23.02, the Fixed Rent and Additional Charges shall be apportioned as of the date of termination and any prepaid portion of Fixed Rent and Additional Charges for any period after such date shall be refunded by Landlord to Tenant. 23.03. In the event of any such acquisition or condemnation of all or any part of the demised premises Land or the Building, Landlord shall be entitled to receive the entire award for any such acquisition or condemnation, Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the term of this lease and Tenant hereby expressly assigns to Landlord all of its right in and to any such award. Nothing contained in this Section 23.03 shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for the then value of any of Tenant's trade fixtures which are taken and moving expenses, provided any such claim does not reduce the amount of the award payable to Landlord or any Superior Party. 23.04. If the temporary use or occupancy of all or any part of the Premises shall be taken by condemnation or condemned by in any competent authority other manner for any public or quasi-public use or purpose during the term of this Lease. TENANT reserves lease, Tenant shall be entitled, except as hereinafter set forth, to receive that portion of the unto itself the right to prosecute its claim for an award based upon its leasehold interest or payment for such takingtaking which represents compensation for the use and occupancy of the Premises, without impairing any rights of LANDLORD for the taking of Tenant's Property and for moving expenses, and Landlord shall be entitled to receive that portion which represents reimbursement for the cost of restoration of the Premises. This lease shall be and remain unaffected by such taking and Tenant shall continue responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay in full the Fixed Rent and Additional Charges when due. If the period of temporary use or injury to occupancy shall extend beyond the reversion. In the event expiration date of this lease, that a part of the demised premises award which represents compensation for the use and occupancy of the Premises (or a part thereof) shall be taken divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period up to and including such expiration date and Landlord shall receive so much thereof as represents the period after such expiration date. All monies paid as, or condemned that (a) as part of, an award for temporary use and occupancy for a period beyond the part so taken includes date to which the building on the demised premises or any part thereof or (b) the part so taken Fixed Rent and Additional Charges have been paid shall remove from the premises 20% or more be received, held and applied by Landlord as a trust fund for payment 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 Fixed Rent 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 rentalAdditional Charges becoming due hereunder. 23.05. Any dispute resulting from Section 9.3 which may arise between the parties with respect to the meaning or application of any of the provisions of this Lease Article shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodetermined by arbitration as provided in Article 34.

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 10.01. In case the whole, or any part of the demised premises entire Premises shall be taken or condemned by under eminent domain proceedings, this Lease shall terminate and come to an end on the day when Tenant is deprived of possession of the Premises under such proceedings and Tenant shall have no claim against Landlord for the value of any competent authority for any public use or purpose during the unexpired 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 Lease or any rights of LANDLORD for the taking of extension or injury to the reversionrenewal hereof. 10.02. In the event that a part case any substantial portion of the demised premises Premises is taken by the exercise of the power of eminent domain, either party may at its option terminate this Lease as of the day when Tenant is deprived of possession of the Premises under such proceeding, such option to be exercised by giving the other party notice in writing not later than ten (10) days after judgment of condemnation. If such option is not so exercised, or if less than a substantial portion of the Premises is taken, (i) Landlord at its expense shall, after the date (the “Taking Date”) on which the condemnor takes possession of the portion so condemned, commence to make such changes or modifications as are necessary for Tenant to continue its operations and use of the Premises, and (ii) Base Rent shall be reduced by an amount that is equitable when viewed in the context of the number of parking spaces taken as well as the additional respects (if any) in which said taking adversely impacts Tenant’s operation of the Premises. Both parties agree to act reasonably and in good faith in making the aforesaid determination. 10.03. In case all or a material portion of the Premises shall be taken or condemned that (a) under eminent domain proceedings, Landlord shall have 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 upon forty-five (45) days notice, provided such notice is given no later than ninety (90) days after the judgment of condemnation. 10.04. In any event, in case of any eminent domain proceedings affecting the Premises, Landlord shall receive the entire award without any deduction therefrom for any present or to purchase the premises future estate or interest of Tenant, 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 same manner 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 extent 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 if this Lease shall be submitted were not in existence; and Tenant hereby assigns to the American Arbitration SocietyLandlord all right, whose decision shall be binding on the parties heretotitle and interest it might otherwise have in and to any and all such compensation together with any and all rights, estate and interest of Tenant now existing or hereinafter arising in and to any such award or any part thereof.

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

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

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

Eminent Domain. 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 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 TENANT'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 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 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, the TENANT may at condemnation award or in any time either prior to judgment for damages or within a period in any proceeds of sixty (60) days after the date when possession any sale made under any threat of the premises shall be required by the condemning authority elect to terminate this Lease, condemnation 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 optiontaking. In the event that TENANT shall fail have the right to exercise any such option to terminate this Lease or to purchase the premises or separately pursue its own award for relocation expenses and loss of trade fixtures 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 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 whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises Premises or any part thereof shall at any time after the execution of this Lease be taken for public or (b) quasi-public use or condemned under eminent domain, Tenant shall not be entitled to claim, or have paid to the part so taken shall remove from the premises 20% Tenant any compensation for damages whatsoever for or more on account of any loss, injury, damage or taking of any right, interest, or estate of the front depth Tenant in or to said property, in which event Tenant, upon request of Landlord so to do, will execute any and all releases or other documents as shall be required by such public or quasi-public authority. However, nothing herein contained shall be construed to prevent the Tenant from asserting against the condemn or any separate and independent claims for damages occurring by reason of said condemnation including, but not limited to, personal property, business, goodwill, cost of removing equipment, moving expenses, or loss of future profits. In the case of any such taking or condemnation referred to in this paragraph, then if and when there is an actual taking of physical possession of the parking areas thereof, Premises or of any part thereof in excess of Fifty Percent (c50%) the part so taken shall consist of 25% or more of the total parking area, floor areas thereof or (d) such partial taking shall result in cutting off direct access from amount that would prevent or materially interfere with the demised premises to any adjacent public street or highwayuse of the Premises for the purposes then being used, then either the Landlord or the Tenant may cancel and in any such event, terminate this Lease as to the TENANT may at any time either prior whole of the Premises by giving notice to or the other party within a period of sixty (60) days after such an actual taking of physical possession. If this Lease is not terminated as above provided for following any of said actual takings, then the date when possession of Landlord shall repair the premises Building at its own expense; provided, however, that Landlord’s obligation to repair shall be required limited to the amount of award actually received 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 it for such termination of this Lease elect to purchase the demised premises in accordance with such purpose optiontaking. In the event that TENANT of a partial taking of the Premises, a proportionate allowance shall fail to exercise any such option to terminate this Lease or to purchase the premises or be made in the event that a part Rent based on the proportion of the demised premises shall be taken or condemned under circumstances under which Premises remaining as compared to the TENANT will have no such option, then and in either such event original Premises effective when the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations physical taking of the improvements on portion of 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 occurs.

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 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 WRIT Industrial III 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 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 In the wholeevent of the exercise of the power of eminent domain whereby (A) such portion of the Building is taken that access to the Leased Premises is permanently impaired thereby and reasonable alternate access is not provided by Landlord within a time period which is reasonable under the circumstances, (B) all or substantially all of the Leased Premises or the Building is taken, (C) if less than substantially all of the Building is taken but Landlord, acting in good faith, determines that it is economically unfeasible to continue to operate the uncondemned portion as a first-class office building, or any part (D) if less than substantially all of the demised premises Leased Premises is taken, but Tenant, acting in good faith, determines that because of such taking it is economically unfeasible to continue to conduct its business in the uncondemned portion of the Leased Premises, then in the case of (A) or (B), either party, and in the case of (C), Landlord, and in the case of (D), Tenant, shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself have the right to prosecute its claim for an award based upon its leasehold interest for terminate this Lease as of the date when possession of that part which was taken is required to be delivered or surrendered to the condemning authority; and in such taking, without impairing any rights case all rent and other charges shall be adjusted to the date of LANDLORD for termination. The foregoing right of termination shall be applicable to the taking of any estate or injury interest whatsoever which, as a matter of law, would deprive Landlord or Tenant of any right to the reversion. In the event that a part possession (in common with others, as to common areas of the demised premises shall be taken or condemned that (aBuilding) the part so taken includes the building on the demised premises or for 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 period 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 excess of sixty (60) consecutive days after from the date when possession of taking, whether or not the taking be in fee, for a term of years or of any other estate or interest; and a taking shall include the transfer of title or of any interest in the Building by deed or other instrument in settlement of or in lieu of transfer by operation of law incident to condemnation proceedings. Tenant shall have no right to participate or share in any condemnation claim, damage award or settlement in lieu thereof with respect to any taking of any nature; provided, however, that Tenant shall not be precluded from claiming or receiving payment for Tenant's relocation and moving expenses as may be permitted under applicable law so long as the amount of the premises shall be required by same is not subtracted from the condemning authority elect award which Landlord is entitled 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 heretoreceive.