Common use of Eminent Domain Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

Eminent Domain. If the whole, all or any part of the demised premises Premises or any parking area or the entrances for egress or ingress shall be taken or condemned by any competent authority for any public use or purpose during such that the term way in which Tenant conducts business is affected in a material way, then the Term shall, at the sole option of Tenant, end as of the day prior to the date of any actual taking. If the Premises may not reasonably be used for the purpose contemplated by the Lease following any taking, Tenant, in its discretion, may terminate this Lease. TENANT reserves the unto itself the right Tenant shall be entitled to prosecute its claim funds awarded it for an award based upon moving expenses, business interruption, loss of its leasehold interest interest, exclusive of Landlord’s interest, and for such taking, all costs and expenses it is entitled to under law. If not terminated by Tenant this Lease shall otherwise remain in full force and effect without impairing apportionment to Tenant of any rights portion of LANDLORD for the taking of award or injury damages made solely to Landlord and Landlord shall make the necessary repairs and alterations to the reversionextent of any award to be received by Landlord. Notwithstanding the aforegoing, Tenant may apply for and seek its own separate award for a partial taking as provided herein and at law. In the event that of a part of the demised premises termination pursuant to this Section 10.2, Rent 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 apportioned 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 such taking. Landlord shall be required by the condemning authority elect attempt to terminate provide in existing and future financing documents that it may receive condemnation proceeds with a right to rebuild as provided under this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Eminent Domain. If the wholewhole of the Premises or the Project or so much of the Premises or Project parking facility as to render the Premises (or the balance thereof) unusable by Tenant shall be taken under power of eminent domain, or is sold, transferred or conveyed in lieu thereof, this Lease shall automatically terminate as of the date of such condemnation, or as of the date possession is taken by the condemning authority, at Landlord’s option. No award for any partial or entire taking shall be apportioned and Tenant hereby assigns to Landlord any award which may be made in such taking or condemnation, together with any and all rights of Tenant now or hereafter arising in or to the same or any part of the demised premises thereof; provided, however, that nothing contained herein shall be taken deemed to give Landlord any interest in or condemned by to require Tenant to assign to Landlord any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right award made to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD Tenant for the taking of personal property and trade fixtures belonging to Tenant and removable by Tenant at the expiration of the Term hereof as provided hereunder or injury to for the reversioninterruption of, or damage to, Tenant’s business. In the event of a partial taking described in this Article 18, or a sale, transfer or conveyance in lieu thereof, which does not result in a termination or this Lease, the rent shall be apportioned according to the ration that a the part of the demised premises shall be taken or condemned that (a) Premises remaining useable by Tenant bears 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 total area of the front depth Premises. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the parking areas thereof, or (c) the part so taken shall consist California Code 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 heretoCivil Procedure.

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

Eminent Domain. If the 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. (a) If at any time during the wholeTerm of this Agreement, title to the whole or materially all of the Leased Premises shall be taken by the exercise of any right of condemnation or eminent domain or, in lieu or anticipation thereof, by agreement between Lessor and those authorized to exercise such right, or any by Lessor pursuant to its authority under law to do so, Lessee, at its option may cancel this Agreement by notice to Lessor and ▇▇▇▇▇▇'s liability to perform the terms and conditions of this Agreement shall cease, and the aggregate of awards collected, after the payment of fees and expenses incurred in the establishment and collection of such awards, shall be paid and applied in the following order of priority: (i) To payment to Lessor of the value of the land so taken, subject to this Agreement and subject to the limitation on use of the land for campus purposes; (ii) To payment of the Leasehold Mortgage; and (iii) To pay Lessee such amounts, if any, as are payable to subcontractors under subleases; and (iv) Remainder to Lessee. For purposes of this Section, "materially all of the Leased Premises" shall be deemed to have been taken if (i) prior to or during initial construction of the Project, part of the demised premises net leasable space of the Project shall be so taken and Lessee has determined that Lessee and its present or potential sublessees are unable to develop the remainder of the Leased Premises for the Project to its reasonable satisfaction, or (ii) after initial construction of the Project, more than ten percent (10%) of the rentable square footage of the Project has been so taken and Lessee reasonably determines that the remaining leasable area of the Project is not sufficient to make the continued operation of the Project economically viable. Subject to the provisions of any Leasehold Mortgage, if at any time during the Term of this Agreement, title to less than materially all of the Leased Premises shall be taken as aforesaid, all of the award or condemned by any competent authority for any public use awards or purpose during other proceeds shall be paid over to Lessee, or, at Lessee's request, to its sublessee, provided the term amount of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such takingdoes not exceed $100,000, without impairing any rights of LANDLORD for the taking of or injury or, if it does exceed $100,000, then to the reversionInsurance Trustee, for release during restoration in the same manner as the proceeds of casualty insurance are to be released for repair and rebuilding under the provisions of Section 10 hereof. In Lessor shall promptly endorse any checks payable to the event that a part order of Lessor in connection such with awards and shall deliver the same to Lessee or to the Leasehold Mortgagee, as the case may be. Any portion of the demised premises award remaining after restoration of the Project and/or Improvements shall be paid to the Leasehold Mortgagee, if required, and the balance of the award shall be paid to Lessor. If title to less than materially all of the Leased 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 as aforesaid, this Agreement 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 continue in cutting off direct access from the demised premises to any adjacent public street or highway, then full force 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 heretoeffect.

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 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. 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, in which event, 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 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. A. 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, Lessor and Lessee shall cooperate in resisting such proceeding if such resistance is feasible and desirable, and if it is not, shall cooperate in prosecuting their respective claims for damages incurred from the successful exercise of such right or proceeding. B. If the wholewhole of the Premises, or any part such portion thereof as would render the balance of the demised premises Premises not suitable for the use to which the Premises was intended, 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 Lessee 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 reversion. and any unearned rent paid by Lessee shall be refunded. C. In the event that only a part portion of the demised premises Premises shall be taken or condemned condemned, and the balance of the Premises is not rendered unsuitable for its intended use, this lease shall not terminate, but the monthly rent due to Lessor shall be adjusted in proportion to the percentage of the improved Premises which is taken as compared to the percentage of improved Premises not taken. D. Any condemnation award shall be paid in the following order of priority: (i) To Lessor for the then value of its interest as Lessor in the land and in the improvements situate thereon and as fee owner of the Premises subject to this lease, (i) provided that (a) the part so taken includes the building any award for improvements on the demised premises or any part thereof or (b) the part so taken Premises 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 be shared between Lessor and in any such event, the TENANT may at any time either prior to or within lessee based upon a period of sixty (60) days after year lease (the date when possession combined length of the premises Original Term and all Renewal Terms) with Lessee receiving the majority of the award for the first half of such 60 year period and Lessor receiving the majority of the award for the second half of such 60 year period (Examples: If the award for improvements occurs in Year 10, Lessee shall be required by the condemning authority elect to terminate this Leasereceive 5/6 of such award and Lessor shall receive 1/6 of such award. If such award occurs in Year 30, or Lessee and Lessor shall each receive -1/2 of such award. If such award occurs in Year 40, Lessor shall receive 2/3 of such award and Lessee shall receive 1/3.); and (ii) if any option Lessee is unable to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative Premises pursuant to such termination paragraph 31 of this Lease elect Agreement due to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail inability of Lessor to exercise convey title to Lessee by general warranty deed free and clear of all encumbrances, any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises award for improvements shall be taken paid to Lessee if such award is made during the Original Term 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 any Renewal Term. (ii) To Lessee for the purpose then value of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoits leasehold interest.

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 It upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. In To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. Notwithstanding anything to the contrary contained in this Article, Landlord shall not be required to restore the Affected Areas to the extent that Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder withholds its consent. 25.5 This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option taking. Accordingly, the parties hereby waive the provisions of California Code of Civil Procedure Section 1265.130 (and any successor statutes) permitting the parties to terminate this Lease or to purchase the premises or in the event that as a part result of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such any taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

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

Eminent Domain. If the whole, or any part of the demised premises 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 24.1 In the wholeevent the whole of the Premises, or any such part of thereof as shall substantially interfere with the demised premises Tenant’s use and occupancy thereof, shall be taken or condemned by any competent authority for any public use or quasi-public purpose during the term by any lawful power or authority by exercise of this Lease. TENANT reserves the unto itself the right of appropriation, condemnation or eminent domain, or sold to prosecute its claim for an award based upon its leasehold interest for prevent such taking, without impairing any rights Tenant or Landlord may terminate this Lease effective as of LANDLORD for the taking of or injury date possession is required to the reversion. be surrendered to said authority. 24.2 In the event that of a part partial taking of the demised premises Linde Building, Multiple Tenant Building, New Whole Building and/or the Project, or of drives, walkways or parking areas serving the Linde Building, Multiple Tenant Building, New Whole Building and/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, either Tenant or Landlord may elect to terminate this Lease as of such taking if such taking is, in Landlord’s reasonable opinion, of a material nature such as to make it uneconomical to continue use of the unappropriated portion for purposes of renting office or laboratory space. 24.3 Tenant shall be taken or condemned entitled to any award that is specifically awarded as compensation for (a) the part so taken includes the building on the demised premises or any part thereof or taking of Tenant’s Personal Property that was installed at Tenant’s expense; (b) the part so taken shall remove from the premises 20% or more costs of the front depth of the parking areas thereof, or Tenant moving to a new location; and (c) the part so taken taking of Tenant’s permitted alterations performed at Tenant’s expense other than the Tenant Improvements (based on Tenant’s unamortized cost, in the case of clause “c”). Except as set forth in the previous sentence, any award for such taking shall consist be the property of 25% or more Landlord. To the extent that Tenant intends to make any claim for a taking, Landlord and Tenant shall cooperate to assert their claims jointly and share any proceeds in proportion to their full entitlement. 24.4 If, upon any taking of the total parking areanature described in this Article 24, or this Lease continues in effect, then Landlord shall promptly proceed to restore the Premises, the Linde Building, Multiple Tenant Building, New Whole Building and/or the Project, as applicable (d) to the extent not taken), to substantially their same condition prior to such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty ninety (6090) days of such taking Landlord shall provide Tenant with an independent engineer’s letter stating the estimated time for such restoration. To the extent such restoration is feasible, as determined by Landlord in its reasonable discretion, upon completion of such restoration the Rent shall be adjusted to equal the Rent as it exists immediately after the date when possession restoration for the partial taking times a fraction. That fraction shall equal the rentable square footage of the premises shall be required Premises after such partial taking and restoration divided 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 rentable square footage of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no Premises before such option, then partial taking 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 heretorestoration.

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

Eminent Domain. 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 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.

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

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

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

Eminent Domain. If the 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 Arbitation Society, whose decision shall be binding on the parties hereto.

Eminent Domain. If (1) the whole, whole or any part more than ten percent (10%) of the demised premises floor area of the Premises shall be taken or condemned by any competent authority Eminent Domain for any public or quasi-public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for (or rendered untenantable by such takinga taking or condemnation), without impairing any rights of LANDLORD for the taking of or injury and either party shall elect, by giving written notice to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereofother, or (c2) the part so taken shall consist of 25% or more than fifty percent (50%) of the total parking areafloor area of the Building shall be so taken, or (d) such partial taking and Landlord shall result elect, in cutting off direct access from the demised premises its sole discretion, by giving written notice to Tenant, any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior written notice to or within a period of be given not more than sixty (60) days after the date when possession of the premises on which title shall be required by the condemning authority elect vest in such condemnation proceeding, to terminate this Lease, or if any option to purchase then, in either such event, the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination Term of this Lease elect to purchase shall cease and terminate as of the demised premises in accordance with such purpose optiondate of title vesting. In the event that TENANT shall fail to exercise case of any such option to terminate taking or condemnation where the Term of this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then not cease and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such takingterminate, to the extent that may have been necessary the Premises (or any part of the Premises) are taken or condemned, or rendered untenantable by such taking or condemnation, subject the rent shall ▇▇▇▇▇ from the date of such taking or condemnation (in the case that only a part of the Premises is so affected, in proportion to a pro-rata reduction in rentalthe area of such part of the Premises to the area of the entire Premises). Any dispute resulting from Section 9.3 In case of any taking or condemnation, whether or not the Term of this Lease shall be submitted to cease and terminate, the American Arbitration Society, whose decision entire award shall be binding on the parties heretoproperty of Landlord, and Tenant hereby assigns to Landlord all its right, title and interest in and to any such award, except that Tenant shall be entitled to claim, prove and receive in the proceedings such awards as may be allowed for moving expenses, loss of profit and fixtures and other equipment installed by it which shall not, under the terms of this Lease, be or become the property of Landlord at the termination hereof, but only if such awards shall be made by the condemnation, court or other authority in addition to, and be stated separately from, the award made by it for the Property or part thereof so taken.

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

Eminent Domain. SECTION 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. 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 total floor area remaining in the Demised Premises shall be reduced to less than fifty (50%) percent of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during total floor area in the Demised Premises at the commencement of the term hereof, then at the election of this Lease. TENANT reserves the unto itself Lessor, exercisable by written notice given to the right to prosecute its claim for an award based upon its leasehold interest for Lessee within ninety (90) days after the date of the filing of the notice of such taking, without impairing this Lease may be terminated as of the date when the Lessee is required to vacate the Demised Premises or the portion thereof so taken, notwithstanding that the entire interest of the Lessor may have been divested by such taking, and if following any such taking the Lessor does not terminate 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, at the Lessee's expense and proceeding with all reasonable dispatch, shall make such alterations, repairs and replacements of the trade fixtures, equipment, signs or other property installed by or belonging to the Lessee as may be necessary to put the remainder of the Demised Premises in proper condition for the Lessee's business. 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 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 area, Land or the Building and even though such taking leaves at least fifty (d50%) such partial taking shall result in cutting off direct access from percent or more of the demised premises to any adjacent public street or highway, then and in any such eventfloor area of the Demised Premises remaining, 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 ninety (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 Demised Premises so remaining and in the case of such restoration, the rent shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations 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, abated to the extent that may have been necessary by such condemnation, subject provided above. Section 3. The Lessor reserves and excepts all rights to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted damages to the American Arbitration SocietyLand, whose decision the Building, the Demised Premises and the leasehold hereby created, or awards with respect thereto, then or thereafter accruing, by reason of any taking by eminent domain or by reason of anything lawfully done or required by any public authority, and the Lessee grants to the Lessor all the Lessee's rights, if any, to such damages except with respect to the value of its personal property and its relocation expenses, which may be compensable by a separate award and shall be binding on execute and deliver to the parties heretoLessor such further instruments of assignment thereof as the Lessor may from time to time request.

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

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

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

Eminent Domain. If any of the wholefloor area of the Leased Premises should be taken for any public or quasi-public use under any government law, ordinance or regulation or by right of eminent domain this lease shall terminate and the rent shall be abated during the unexpired portion of this lease, effective on the date physical possession is taken by the condemning authority. If any part of the demised premises shall common area should be taken as aforesaid, this lease shall not terminate, nor shall the rent payable hereunder be reduced, except that either LESSOR or condemned by any competent authority for any public use or purpose during the term of LESSEE 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 to the reversion. In the event that a part of the demised premises shall be taken or condemned that lease if: (a) the part so taken includes parking areas remaining following such taking (as the building on same may be reconfigured by Lessor within the demised premises or any part thereof or boundaries of the land described in Exhibit A) fail to meet the then applicable parking requirements of the applicable governmental authority; (b) complete access to the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, Leased Premises is taken; or (c) the part so taken shall consist of 25% or more such taking results in material disruption to LESSEE'S use of the total parking area, or Leased Premises. Any election to terminate this lease in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (6030) days after the date when physical possession of the premises shall be required is taken by the condemning authority elect to terminate this Leaseauthority. All compensation awarded for any taking of the Leased Premises or common area shall be the property of LESSOR, 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 and LESSEE hereby assigns its interest in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option award to terminate this Lease or to purchase the premises or in the event that a part of the demised premises LESSOR; provided, however, LESSOR shall be taken or condemned under circumstances under which the TENANT will have no such option, then interest in any award made to LESSEE for LESSEE'S moving and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises relocation expenses or for the purpose loss of restoring the same LESSEE'S fixtures and other tangible personal property if a separate award for such items are 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 heretoLESSEE.

Eminent Domain. (a) If the wholeentire Premises shall be substantially taken (either temporarily or permanently) for public purposes, as determined by Landlord, or in the event Landlord shall convey or Lease the property to any part public authority in settlement of a threat of condemnation or taking, the rent shall be adjusted to the date of such taking or leasing or conveyance, and this Lease shall thereupon terminate. (b) If only a portion of the demised premises Premises shall be taken so taken, leased, or condemned by any competent authority condemned, and, as a result of such partial taking, Tenant is reasonably able to use the remainder of the Premises for any public use or the purpose during intended hereunder, then this Lease shall not terminate, but, effective as of the term date of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights leasing, or condemnation, the rent hereunder shall be abated in aN amount proportionate to the percentage of LANDLORD the total area of the Premises so taken, leased or condemned. If, following such partial taking, Tenant shall not be reasonably able to use the remainder of the Premises for the taking of purposes intended hereunder, then this Lease shall terminate as if the entire Premises had been taken, leased or injury to the reversioncondemned. In the event that of a part taking, lease or condemnation as described in this section, whether or not there is a terminating hereunder, Tenant shall have no claim against Landlord other than an adjustment of rent to 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 date of the front depth of the parking areas thereoftaking, lease, or (c) the part so taken condemnation, and Tenant shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises not be entitled to any adjacent public street or highway, then and in portion of 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 amount that may have been necessary by be awarded as damages or paid in settlement of 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 heretoproceedings or threat.

Eminent Domain. If the wholeleased premises, or any part thereof, or the whole or any part of the demised premises building of which they are a part, shall be taken or condemned by any competent authority for any purpose by exercise of the power of eminent domain or condemnation, or by action of the city or other authorities or shall receive any direct or consequential damage for which the Lessor or Lessee shall be entitled to compensation by reason of anything lawfully done in pursuance of any public use authority after the execution hereof and during said term, or purpose during any extension or renewal thereof, then at the option of either the Lessor or the Lessee, this lease and said term shall terminate and such option may be exercised in the case of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for any such taking, without impairing any rights of LANDLORD for notwithstanding the taking of or injury to the reversion. In the event that a part entire interest of the demised premises Lessor and the Lessee may have been divested by such taking. Said option to terminate shall be taken exercised by either the Lessor or condemned that the Lessee, by giving a written notice of exercise of such option to terminate in the manner described in Section 17 of this lease. Said option to terminate shall not be exercised by either party (a) earlier than the part effective date of taking, nor (b) later than thirty (30) days after the effective date of taking. This mailing of the notice of exercise as set forth hereinabove shall be deemed to be the exercise of said option; and upon the giving of such notice, this lease shall be terminated as of the date of the taking. If this lease and said term are not so taken includes terminated, then in case of any such taking or destruction of or damage to the building on leased premises, rendering the demised premises same or any part thereof or (b) the part so taken shall remove from the premises 20% or more unfit for use and occupation, a just proportion of the front depth rent hereinbefore reserved, according to the nature and extent of the parking areas thereof, or (c) damage to the part so taken leased premises shall consist have been put in proper condition for use and occupation. The Lessee hereby assigns to the Lessor any and all claims and demands for damages on account 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 or for compensation for anything lawfully done in pursuance of any public authority, and covenants with the TENANT may at any Lessor that the Lessee will from time either prior to or within a period time execute and deliver to the Lessor such further instruments of sixty (60) days after the date when possession assignment 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 claims and demands as the premises or in Lessor shall request, provided however that 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 Lessee does not assign to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary Lessor any claim based upon ▇▇▇▇▇▇'s personal property or other improvements installed by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoLessee with Lessor's written permission.

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

Eminent Domain. If 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. 12.1 In the event of a taking by eminent domain proceedings or the commencement of any such proceedings which prevents the operation of a Property in substantially the manner presently operated, Buyer shall have the right, at Buyer's option, to terminate this Agreement with respect to such Property by giving written notice to the applicable Seller the sooner of (i) fifteen (15) days after Buyer received written notice of such proceedings or (ii) on or before the date fixed for Closing hereunder. If the wholeBuyer does not so terminate this Agreement, or there has been a taking of any part of such Property which does not give to Buyer 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 Agreement with respect to purchase such Property, the premises or in Purchase Price (and the event that a part of the demised premises portion thereof allocated to such Property) shall be taken reduced by the total of any awards or condemned under circumstances under which other proceeds received by the TENANT will have no applicable Seller (directly or indirectly, e.g., awards or other proceeds received by the holder of any mortgage encumbering such option, then and in either such event the LANDLORD shall, Property) with reasonable promptness, make necessary repairs respect to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to any such taking, and at the Closing the applicable Seller shall assign to the extent that may have been necessary Buyer all rights of such Seller in and to any awards or other proceeds payable by such condemnation, subject reason of any taking. If this Agreement is terminated with respect to a pro-rata reduction Property which was so taken, the Purchase Price shall be reduced by the portion thereof allocated to such Property as set forth on Exhibit "E," all references in rental. Any dispute resulting from Section 9.3 this Agreement to such Property and the applicable Seller shall be deemed deleted, and the remainder of this Lease Agreement shall continue in full force and effect. 12.2 Each Seller agrees to notify Buyer of any eminent domain proceedings within five (5) days after such Seller learns of such proceedings. Until such time as Closing has occurred, or this Agreement terminates, any negotiation for, or agreement to, and all contests of any offers and awards relating to eminent domain proceedings shall be submitted to conducted with the American Arbitration Society, whose decision shall be binding on joint approval and consent of the parties heretoapplicable Seller and the Buyer.

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

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

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

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

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

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

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

Eminent Domain. 10.2.1 If the whole, all or any part substantially all of the demised premises Premises or all vehicular access thereto or therefrom shall be taken or condemned by any competent authority for any public or quasi-public use under any statue or purpose during by right of eminent domain, or by private purchase in lieu thereof (a "Taking"), then this Lease shall automatically terminate as of the term of this Lease. TENANT reserves date that possession has been so taken (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. "Vesting Date"). 10.2.2 In the event that of a part Taking of less than all or substantially all of the demised premises shall be taken Premises or condemned that (a) the part so taken includes the building on the demised premises access thereto 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 thereoftherefrom, or (c) the part so taken shall consist of 25% or more of the total parking areaTenant, 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 such Taking, may elect to terminate this Lease and not restore if, by reason of the Taking: (i) any portion of the ground floor area of the Building shall be taken; or (ii) the remaining parking within the Land is not equal to at least the number of parking spaces legally required to operate the Permitted Use within the Building and no reasonably acceptable substitute parking spaces can be provided within the Land by Tenant after such Taking. (a) In the event Tenant elects by reason of the foregoing events to terminate the Lease, Tenant shall give written notice of such election to Landlord and any first Mortgagee, within sixty (60) days of such Taking, and the term of this Lease shall expire and come to an end thirty (30) days after such notice is given. Upon such termination, the Fixed Minimum Rent and all Additional Rent shall be adjusted to the date of termination and neither party shall have any further rights or liabilities hereunder. With respect to any items of Additional Rent which are payable to Landlord in the event of such termination but which are not then capable of ascertainment, Tenant shall pay to Landlord an amount equal to such Additional Rent as and when same become determined. The covenants and agreements with respect to the adjustment and payment of these items of Additional Rent and refunds, if any option to purchase any, shall survive the premises is conferred upon the TENANT by any other provision termination of this Lease, may as an alternative to such . 10.2.3 In the event of a Taking resulting in the termination of this Lease elect pursuant to purchase the demised premises provisions of Section 10.2.1 or 10.2.2, the parties hereto agree to cooperate in accordance with applying for and in prosecuting any claim for such purpose option. In Taking and further agree that the event that TENANT aggregate net award, after deducting the reasonable expenses of Landlord, Tenant, and any first Mortgagee, including attorneys' fees, incurred in connection therewith, shall fail be distributed as follows, and in the following order of priority: (1) Landlord shall be entitled to exercise any such option an amount equal to terminate the value, on the Vesting Date, of the Land taken, as if vacant and unimproved and available for its best or most economic use, giving effect to the existence of this Lease or and Tenant shall be entitled to purchase an amount equal to the premises or in the event that a part value of the demised premises Improvements erected and paid for by Tenant as determined by the condemning authority. (2) Tenant shall have the right to make any separate claims allowed by the laws of the State of Florida against the condemning authority including, without limitation, for the unamortized value or unamortized cost of its trade fixtures, equipment and other personal property; its relocation expenses; loss of business; and the diminished value of the leasehold estate so long as such claim for the value of the leasehold estate does not reduce the award payable to Landlord. Landlord shall be taken or condemned under circumstances under which entitled to the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations balance of the improvements on award. 10.2.4 In case of a Taking of less than all or substantially all of the demised premises for the purpose of restoring the same to an economic architectural unitPremises and if this Lease is not terminated as provided in Section 10.2.2, susceptible to the same use as that which was in effect immediately prior to such takingTenant, at its expense, shall, to the extent that may have been necessary by of the award to Tenant for the Improvements (but this limitation shall not be construed as imposing any obligation on Landlord to contribute to such condemnationrestoration work), proceed with diligence (subject to reasonable time periods for purposes of adjustment of any award and unavoidable delays) to repair or reconstruct the Improvements (all such repair, reconstruction and work being referred to in this Article as "Reconstruction Work") and the award in the condemnation proceedings, after deduction of the reasonable expenses of Landlord, Tenant and any first Mortgagee incurred in connection with the Taking, shall be made available to Tenant for purposes of paying the cost and expense of the Reconstruction Work. The proceeds of the award for the Improvements shall be paid directly to Tenant. The remainder of the award, if any, shall be payable to the parties in accordance with the provisions of Section 10.2.3. During the period in which the Reconstruction Work has not been completed, Tenant shall be entitled to an equitable abatement of Fixed Minimum Rent and Additional Rent; and, if it is impracticable for Tenant to remain open for business and Tenant elects to close until restoration has been completed, then there shall be a pro-rata reduction in rental. Any dispute resulting full abatement of Fixed Minimum Rent and Additional Rent until Tenant's completion of the restoration work, such abatement not to exceed a period of one hundred eighty (180) days from Section 9.3 the date of payment of the condemnation proceeds. (a) In case of a Taking of less than all or substantially all of the Premises and if this Lease is not terminated as provided in Section 10.2.2, the Fixed Minimum Rent payable hereunder shall, from and after the Vesting Date, be equitably reduced based upon the portion of the Building and Drive-Thru Banking Facility taken. (b) Any compensation for a temporary Taking which affects only the Premises, shall be submitted payable to Tenant without participation by Landlord, except to the American Arbitration Society, whose decision proportionate extent such temporary Taking extends beyond the end of the Lease Term and Tenant shall be binding on remain fully responsible for the parties heretopayments of Fixed Minimum Rent and Additional Rent.

Eminent Domain. (A) If the whole, Premises or any part of the demised premises substantial portion thereof shall be taken or condemned by any competent authority under the power of eminent domain or acquired for any public or quasi-public use or purpose, while this Lease is in effect, the then current Term or any renewal term shall cease and terminate upon the date when the possession of said Premises or such portion thereof so taken shall be required for such use or purpose during and Lessee shall have a claim against the term award for that portion of this Lease. TENANT reserves the unto itself award specifically related to the right to prosecute its claim for an award based upon its termination of Lessee's leasehold interest and any damage for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that business interruption and similar claims. (B) If less than a part substantial portion of the demised premises Premises shall be taken or condemned that (a) in the part so taken includes manner aforesaid, this Lease shall continue in full force and effect with respect to the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more remaining portion of the front depth of Premises, but shall cease and the parking areas thereofparties shall have the right as aforesaid with respect to the portion so taken; provided, 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 eventhowever, the TENANT may at any time either prior to or within a period of sixty Base Rent (60but not Additional Charges) 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 reduced 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 proportion to such taking. If the parties are unable to agree with respect to such reduction, an independent appraiser shall be appointed to make such determination. If the parties are unable to agree on an independent appraiser, each shall appoint its own independent appraiser and the Base Rent reduction shall be the average (arithmetic mean) of the reductions suggested by such appraisers. (C) If either of the events set forth in Paragraphs (A) and (B) above shall occur, Rent shall be apportioned or adjusted as the case may be, as of the date of such taking. No compensation shall be payable by the Lessor to the extent that may Lessee for the right of cancellation under Paragraph (A) or (B) and the Lessee shall have been necessary no right to share in the condemnation award or in any judgment for damages caused by such condemnationthe taking, subject except as set forth in Paragraph (A) above. Nothing in this paragraph shall preclude an award being made to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 Lessee for loss of this Lease shall be submitted business or depreciation to the American Arbitration Society, whose decision shall be binding on the parties heretoand cost of removal of equipment or fixtures.

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

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

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

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

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

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. lease, TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, thereof or (c) the part so taken shall consist of 25% or more of the total parking area, area or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the 11/26/96 date when possession of the premises shall be required by the condemning authority elect to terminate this LeaseLease or, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose purchase option, except that there shall be deducted from the purchase price to be paid for the premises all of the LANDLORD'S award from the condemnation proceeding. In the event that TENANT shall fail fall 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 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. (a) If all of the wholeBuilding, or any part such portion thereof as may materially and adversely affect the use of the demised premises shall be Building by Landlord or any of its tenants, is taken or condemned by any competent public or quasi-public authority for any public use under the power of eminent domain, or purpose during transferred in lieu of such taking, Landlord shall have the term of right, at its option by notice to Tenant to such effect, to terminate this Lease. TENANT reserves If Landlord so notifies Tenant, this Lease shall terminate on the unto itself date when such taking becomes effective. (b) If a portion of the right Building is so taken and (i) such taking permanently deprives Tenant of a reasonable means of access to prosecute its claim for an award based the Premises or (ii) the portion of the Building so taken contains more than 20% of the total area of the Premises occupied by Tenant immediately prior to such Taking, Tenant may terminate this Lease by notice to Landlord given within 30 days following the date upon its leasehold interest for which Tenant is given notice of such taking. If Tenant so notifies Landlord, without impairing any rights of LANDLORD for this Lease shall terminate on the date when such taking of or injury to the reversion. In the event that becomes effective. (c) If a part portion of the demised premises shall be Premises is so taken or condemned that and this Lease is not terminated in accordance with subsection (a) the part so taken includes the building on the demised premises or any part thereof or (b) above, then (i) Landlord, without being required to spend more than it collects as an award for the part so taken shall remove from the premises 20% or more taking such portion of the front depth Premises (after taking into account the requirements of the parking areas thereofany Mortgage), 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 restore 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 Premises not so taken or condemned under circumstances under which the TENANT will have no such optionto a self-contained rental unit substantially equivalent (with respect to character, then quality, appearance and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs services) 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 existed immediately prior to such taking, excluding Alterations and any of Tenant’s other property and (ii) Rent shall be justly and equitably abated and reduced according to the nature and extent of the loss of use thereof suffered by Tenant. Tenant is not entitled to any compensation from Landlord for any loss of the use of all or any part of the Premises or any inconvenience, annoyance or interruption or loss of business, or for any other damage whatsoever, occasioned by any such taking or restoration. (d) Landlord shall have the sole right to receive any award or payment made in connection with any such taking. Tenant agrees to make no claim for compensation as a result of any such taking. Tenant hereby assigns to Landlord any rights which Tenant may have to any portion of any award or payment made in connection with any such taking, and Tenant hereby irrevocably appoints Landlord its attorney-in-fact to execute and deliver in Tenant’s name all documents necessary to effect such assignment. Nothing contained herein shall prevent Tenant from prosecuting in any condemnation proceedings a claim for the value of any of Tenant’s property installed in the Premises which does not become Landlord’s property upon the termination of this Lease and for relocation expenses, provided that such claim does not affect the amount of compensation otherwise recoverable by Landlord from the taking authority. (e) If there is a taking of the Premises for temporary use, this Lease shall continue in full force and effect, and Tenant shall continue to comply with Tenant’s obligations under this Lease, except to the extent that may have been necessary compliance shall be rendered impossible or impracticable by such condemnation, subject to a pro-rata reduction in rentalreason of the taking. Any dispute resulting from Section 9.3 of this Lease taking that can reasonably expected to be less than one (1) year in duration shall be submitted to considered a taking for temporary use. Nothing contained herein shall prevent Tenant from pursuing a claim with the American Arbitration Society, whose decision shall be binding on the parties heretoapplicable public or quasi-public authority in connection with such temporary taking.

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