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

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

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

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

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

Eminent Domain. If the 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 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 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 (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting office or laboratory space. 25.3. To the extent permitted under all applicable Loan Documents or otherwise consented to by any and all Lenders whose consent is required thereunder, Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 25.4. In If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. Notwithstanding anything to the contrary contained in this Article, Landlord shall not be required to restore the Affected Areas to the extent that Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder withholds its consent. 25.5. This Article sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option taking. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease or to purchase the premises or in the event that as a part result of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such any taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties hereto.

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

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

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion25.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof whole of all Affected Areas or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant’s use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 25.2. In the event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas thereofserving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (c) the part so taken shall consist of 25% eminent domain, or more sold to prevent such taking, then, without regard to whether any portion of the total parking areaPremises occupied by Tenant was so taken, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT Landlord may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option Lease (except with regard to purchase (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 reversion22.1. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes whole of the building on the demised premises or any part thereof Premises or (b) the such part so taken thereof as shall remove from the premises 20% or more substantially interfere with Tenant's use and occupancy of the front depth Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the parking areas thereofright of appropriation, condemnation or eminent domain, or (c) the part so taken shall consist of 25% sold to prevent such taking, Tenant or more Landlord may terminate this Lease effective as of the total parking areadate possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 22.2. In the event of a partial taking of the Premises for any public or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or (d) eminent domain, or sole to prevent such partial taking shall result in cutting off direct access from the demised premises taking, then, without regard to whether any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession portion of the premises shall be required Premises occupied by the condemning authority Tenant was so taken, Landlord may elect to terminate this Lease, or if any option Lease (except with regard to purchase (a) items occurring prior to the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination taking and (b) provisions of this Lease elect that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to purchase make it uneconomical to continue use of the demised premises unappropriated portion for purposes of renting space for the Permitted Use. 22.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant's personal property that was installed at Tenant's expense and (b) the costs of Tenant moving to a new location. Except as set forth in accordance with the previous sentence, any award for such purpose optiontaking shall be the property of Landlord. 22.4. In If, upon any taking of the nature described in this Section, this Lease continues in effect, then Landlord shall promptly proceed to restore the Premises to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. 22.5. This Section 22 sets forth the terms and conditions upon which this Lease may terminate in the event that TENANT shall fail to exercise of any such option damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretodestruction.

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

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

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

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

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

Eminent Domain. 21.1 If the wholeBuilding, or a substantial part thereof, or a substantial part of the Premises or Common Areas, shall be lawfully taken or condemned (or conveyed under threat of such taking or condemnation) for any public or quasi-public use or purpose, the Term of this Lease shall end upon, and not before, the date of the taking of possession by the condemning authority. Current Rent shall be apportioned as of the date of termination. If any part of the demised premises Building, other than the Premises or not constituting a substantial part of the Premises, shall be so taken or condemned (or conveyed under threat of such taking or condemnation), or if the grade of any street adjacent to the Building is changed by any competent authority for any public use and such taking or purpose during change of grade makes it necessary or desirable to substantially remodel or restore the term Building, which could not be accomplished without the total relocation of this Lease. TENANT reserves the unto itself Tenant, Landlord shall have the right to prosecute its claim for an award based cancel this Lease upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of not less than sixty (60) days after days' notice prior to the date when possession of cancellation designated in the premises notice. No money or other consideration shall be required payable by Landlord to Tenant for the right of cancellation, and Tenant shall have no right to share in any condemnation award, or in any judgment for damages, or in any proceeds of any sale made under any threat of condemnation or taking. Nothing in this Section shall prevent Tenant from making and pursuing a claim against the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such in its own right for termination of its leasehold interest, moving costs and other amounts to which Tenant may be entitled. If this Lease elect is not canceled, the Lease shall continue in full force and effect, and Rent shall be equitably abated in proportion to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or reduction in the event that a part size and utility of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoPremises.

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

Eminent Domain. If the whole, 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 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, 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, all or any part of the demised premises 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 Premises by written notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises taken shall be of such extent and nature as substantially to impair Tenant’s use of the balance of the Premises. If title to so much of the Building is taken that a reasonable amount of reconstruction thereof will not in Landlord’s sole discretion result in the Building being a practical improvement 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 23, 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 an allowance provided by Landlord), or for loss of business, moving expenses or other consequential damages, in accordance with subparagraph (d) below, provided, however, that no such claim shall diminish or adversely affect Landlord’s award. (c) If there is a partial taking of the Building and this Lease is not thereupon terminated under the provisions of this Article 23, 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 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 T▇▇▇▇▇, and for the unamortized cost of leasehold improvements to the extent same were installed at Tenant’s expense, provided, however, that no such claim shall diminish or adversely affect Landlord’s award. In no event shall Tenant have or assert a claim for the value of any unexpired term of this Lease. TENANT reserves Subject to the unto itself the right foregoing provisions of this subparagraph (d), Tenant hereby assigns to prosecute Landlord any and all of its claim for an award based upon its leasehold right, title and interest for in or to any compensation awarded or paid as a result of any such taking, without impairing any rights of LANDLORD for the taking of or injury . (e) Notwithstanding anything to the reversioncontrary contained in this Article 23, if, during the Lease Term, the use or occupancy of any part of the Building or the Premises shall be taken or appropriated temporarily for any public or quasi-public use under any governmental law, ordinance, or regulations, or by right of eminent domain, this Lease shall be and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all Rent payable hereunder by T▇▇▇▇▇ during the Lease Term. In the event of any such temporary appropriation or taking, Tenant shall be entitled to receive that a part portion of any award which represents compensation for the loss of use or occupancy of the demised premises Premises during the Lease Term, and Landlord shall be taken entitled to receive that portion of any award which represents the cost of restoration and compensation for the loss of use or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more occupancy of the front depth Premises after the end of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoTerm.

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

Eminent Domain. If 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 (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 the whole, or any part whole of the demised premises Lease Premises shall be taken or condemned in any eminent domain, condemnation, compulsory acquisition or like proceeding by any competent authority, this Lease Agreement shall terminate as of the date of such taking or condemnation. The LESSOR shall refund to the LESSEE the Security Deposit, less any amount that may be properly deducted therefrom in accordance with the terms of this Lease Agreement. If only part of the Leased Premises or the RCBC Plaza Tenancy Areas shall be taken or condemned in any eminent domain, condemnation, compulsory acquisition or like proceeding, by any competent authority for any public or quasi-public use or purpose during purpose, then this Lease Agreement shall continue to be effective, subject to the term proportionate reduction of this Leasethe Rent due. TENANT reserves In either of the unto itself foregoing events, the LESSEE shall not have any right or claim to prosecute its claim for an any part of the compensation or award based upon its leasehold interest granted or to be granted to the LESSOR as consideration for such taking. However, without impairing any rights of LANDLORD provided that the compensation to be received by the LESSOR shall not be reduced thereby, nothing contained herein shall preciude the LESSEE from claiming, proving and receiving from the condemning authority a separate award for the taking value of or injury to the reversion. In the event that a part any of the demised premises shall be LESSEE's property 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 LESSEE could have no such option, then and in either such event rightfully removed from 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 heretoLeased Premises hereunder.

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

Eminent Domain. If (a) In the wholeevent that the Premises, the Building or the Site or any part thereof shall at any time after the execution of this Lease be taken for public or quasi-public use or condemned under eminent domain or conveyed under threat of such a taking or condemnation, Tenant shall not be entitled to claim, or have paid to the Tenant any compensation or damages whatsoever for or on account of any loss, injury, damage, taking or conveyance of any right, interest or estate of the Tenant and the Tenant hereby relinquishes and hereby assigns to Landlord any rights to any such damages. Landlord shall be entitled to claim and have paid to it for the use and benefit of Landlord all compensation and damages for and on account of or arising out of such taking, condemnation or conveyance without deduction from the amount thereof for or on account of any right, title, interest or estate of Tenant in or to said property. Tenant upon request of Landlord will execute any and all releases, transfers or other documents as shall be required by such public or quasi-public authority to effect and give further evidence and assurances of the foregoing. Tenant shall have the right to any separate award made by the condemning authority for moving expenses and the leasehold improvements paid for and installed by Tenant. Notwithstanding the foregoing, Tenant shall be entitled to make a claim against such condemnation proceeds for (i) its moving costs and (ii) the value of its personal property, fixtures, equipment, alterations and other interests in the Premises. (b) In case of any taking, condemnation or conveyance referred to in this Section, then if and when there is an actual taking or conveyance of physical possession of any material part of the Premises or any material part of the Site, then Landlord may cancel and terminate this Lease by giving notice to Tenant within ten (10) days after such an actual taking or conveyance of physical possession and should such an actual taking or conveyance of physical possession of any part of the demised premises shall be taken or condemned by Premises occur at any competent authority for any public use or purpose during time when the then remaining term of this LeaseLease is less than two (2) years, then either party may likewise cancel and terminate this Lease by giving notice to the other party within said ten (10) day period. TENANT reserves If this Lease is not terminated following any of said actual takings of conveyances of any part of the unto itself Premises, then Landlord shall at Landlord’s own expense, but only to the right to prosecute its claim for extent of an equitable proportion of the award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking portion of or injury the Premises taken (excluding any award of land), make such repairs to the reversionPremises as are necessary to constitute a complete architectural and tenantable unit. In the event that of a part partial taking or conveyance of the demised premises Premises a proportionate allowance shall be taken or condemned that (a) made in the part so taken includes the building Rent based on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more proportion of the front depth of Premises remaining as compared to the parking areas thereoforiginal Premises, or (c) the part so taken shall consist of 25% or more of the total parking areahowever, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part the Premises have been reduced in excess of twenty-five percent (25%) of the demised premises shall be taken or condemned under circumstances under which square footage in the TENANT will have no such optionPremises, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that Tenant may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of cancel this Lease shall be submitted after ten (10) days written notice to the American Arbitration Society, whose decision shall be binding on the parties heretoLandlord.

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

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

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

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

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

Eminent Domain. If In the whole, or any part event the whole of the demised premises Premises, the Building or the Land 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 Land or the Building 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 Premises, the Building or condemned that (a) the part Land is so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such optionis not terminated, then and in either such event the LANDLORD Landlord shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary of proceeds paid to Landlord as a result of the Taking, with reasonable diligence, use commercially reasonable efforts to proceed to restore (to the extent permitted by such condemnationLaw and covenants, subject conditions and restrictions then applicable to the Building and/or the Land) the Premises (other than Tenant’s personal property and Alterations and fixtures, installed by or on behalf of Tenant) to a pro-rata reduction in rentalcomplete, functioning unit. Any dispute resulting In such case, the Rent shall be reduced proportionately from Section 9.3 and after the date of such Taking based on the portion of the Premises so taken. If all or any portion of the Premises is the subject of a temporary Taking (i.e. of less than twelve (12) months duration), then 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 provided that such claim does not reduce award to Landlord.

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. (a) 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 Lessor and Lessee in respect of the -------------------------------------------------------------------------------- 86 condemnation proceeding shall be determined as provided herein. Any condemnation allowance or award or judgment relating thereto, allowed or awarded to the Lessor or Lessee and any interest thereon ("condemnation proceeds") will be paid as provided herein. If the condemnation results in a non-material taking of a portion of the Premises, the condemnation proceeds will be applied in the following order: (i) to pay for the restoration of the affected areas of the Premises and any personal or other property of Lessee, (ii) to Lessor and Lessee in proportion of the fee simple interest and leasehold interest taken or affected by the condemnation. (b) In the part so taken shall remove from the premises 20event more than 25% or more all of the front depth Premises is taken in condemnation proceedings, or any portion is taken and Lessee, in its reasonable judgment, determines that it cannot continue to conduct business in the Premises as contemplated under this Lease, then Lessee may either terminate this Lease by notice to Lessor or, at its option, retain the Premises. If the Lease is not terminated, the condemnation proceeds for the partial taking will be payable as provided in subsection (a) of this Section 14.. If this Lease is terminated as a result of such condemnation, then condemnation proceeds shall be used first to the payment of the parking areas thereofloss of any fixtures, or personal property and moving expenses of Lessee in connection with the condemnation and the balance to the Lessor; provided, however, that Lessee shall be entitled to assert a claim against the loss of its leasehold estate in the Lease as a result of the condemnation. (c) In the part so taken shall consist of 25% or more event that any portion of the total parking area, Premises are taken or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highwayadversely affected by a condemnation proceeding, then Lessee to the extent reasonably practicable, and weather permitting, shall restore that portion of the Premises taken or adversely affected by the condemnation, unless Lessee elects to terminate this lease as provided herein. All restoration work shall be done in any such event, the TENANT may at any time either prior to or within a period of diligent and good and workmanlike manner and shall be completed no later than sixty (60) days after the date when possession occurrence 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 If, prior to the wholeClosing Date, a Seller receives notice that a material portion of a Property (or access or other material rights in connection therewith) as would, in Purchaser’s reasonable judgment, materially adversely affect the operation of the Facility or uses of the Property is, or any part has been threatened in writing by a governmental authority of competent jurisdiction, to be taken by condemnation or eminent domain, Seller shall promptly notify Purchaser, and at the election of Purchaser this Agreement shall, upon the giving of Notice of such event or of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during condemning authorities’ intention so to take the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such takingProperty, without impairing any rights of LANDLORD for the taking of or injury terminate with respect only to the reversion. In impacted Property, but the event that a part of Closing shall proceed with respect to the demised premises shall be taken or condemned that remaining Properties (a) with the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required Purchase Price reduced by the condemning authority Allocated Purchase Price of that Property). If Purchaser does not elect to terminate this LeaseAgreement prior to the Closing Date, on the Closing Date all of the proceeds of any award or payment made or to be made by reason of such taking shall be assigned by Seller to Purchaser, and any money theretofore received by Seller in connection with such taking shall be paid over to Purchaser, whereupon Purchaser shall pay the Purchase Price without abatement by reason of such taking. Seller shall not settle, agree to, or if accept any option to purchase award or payment in connection with a taking of less than all of the premises is conferred upon the TENANT by any other provision of Property without obtaining Purchaser’s prior written consent in each case, which consent shall not be unreasonably withheld or delayed. As used in this LeaseSection, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event “material portion,” “material rights” or “materially adversely affect” shall mean a taking or condemnation which would reduce available parking below that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises required by, or in the event that general cause a part of the demised premises shall be taken violation of, any Legal Requirements or condemned under circumstances under which the TENANT will have no such optionany Business Agreement, then and or result in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs a condemnation award reasonably estimated to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoexceed Five Million Dollars ($5,000,000.00).

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

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

Eminent Domain. If Should the whole, entire Property or any part interest therein in excess of $250,000 in value individually or $3,000,000 in value in the demised premises shall aggregate be taken or condemned damaged by any competent authority for reason of any public use or purpose during improvement or condemnation proceeding (a “Material Condemnation”), or should Borrower receive any notice or other information regarding such Material Condemnation, Borrower shall give prompt written notice thereof to Lender. Lender shall be entitled to all compensation, awards and other payments or relief granted in connection with such Material Condemnation and, at its option, may commence, appear in and prosecute in its own name any action or proceedings relating thereto. Lender shall be entitled to make any compromise or settlement in connection with such taking or damage. All compensation, awards, and damages awarded to Borrower related to any Material Condemnation (the term “Proceeds”) are hereby assigned to Lender and Borrower agrees to execute such further assignments of the Proceeds as Lender may require. Lender shall have the option of applying or paying the Proceeds in the same manner as insurance proceeds as provided herein. Borrower appoints Lender as its attorney- in-fact to receive and endorse the Proceeds to Lender, which appointment is coupled with an interest and shall be irrevocable as long as any Obligations remain unsatisfied. Notwithstanding anything set forth in 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 Section 5.21 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 thereofcontrary, 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 of any taking or condemnation which is not a Material Condemnation, Borrower is authorized to make proof of loss, settle, adjust or compromise any claims for loss or damage with the condemning authority, and shall be entitled to receive all proceeds related thereto; provided that a part Borrower covenants to use such proceeds for the repair, replacement or restoration of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoProperty.

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

Eminent Domain. If In the wholeevent the entire Premises, or any part of such portion thereof as will make the demised premises Premises unsuitable for the purposes leased, shall be taken by eminent domain or condemned by any competent authority for any public use or purpose during threat of eminent domain, the term Term of this Lease. TENANT reserves lease shall terminate on the unto itself the right date Lessee is required to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversionsurrender possession. In the event that only a part of the demised premises Premises shall be taken so taken, then (i) if substantial structural alteration or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more reconstruction of the front depth improvements upon the Premises shall, in the reasonable opinion of Lessee be necessary or appropriate as a result of such taking, Lessee may, at its option, terminate this lease as of the parking areas thereof, or (c) the part so taken shall consist date Lessee surrenders possession of 25% or more such portion of the total parking area, or (d) Premises by notifying Lessee in writing of such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or termination within a period of sixty (60) days after following the date when possession on which Lessor shall have received final notice of the premises shall be required by the condemning authority such taking, or (ii) if Lessee does not elect to terminate this Leaselease as aforesaid, or if any option to purchase the premises is conferred upon the TENANT this lease shall be and remain unaffected by any other provision such taking, except that the rent shall be equitably abated in the proportion that the taken premises bears to the entire Premises and the award for such eminent domain shall be made available to Lessee for purposes of this Lease, may as an alternative making repairs or replacements to the Premises that are necessitated by such termination of this Lease elect to purchase the demised premises in accordance with such purpose optiontaking. In the event that TENANT of termination of this lease as hereinabove provided, rental and other charges shall fail be paid to exercise the date Lessee surrenders possession and any such option payments made beyond that date shall be refunded by Lessor to terminate this Lease or to purchase Lessee. In the premises event of any taking, in whole or in part, by eminent domain proceedings or threat of eminent domain proceedings, the event that a part entire award shall be the property of the demised premises Lessor. Notwithstanding the foregoing provision, Lessee shall be taken or condemned under circumstances under which have the TENANT will have no such option, then and in either such event right to make a separate claim with the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises condemning authority for the purpose value of restoring Lessee’s moving or relocation expenses, provided, however, that such separate claim shall not reduce or adversely affect the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 amount of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoLessor’s award.

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

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

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

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

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

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

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

Eminent Domain. If any public authority or entity, in the wholeexercise of its power of eminent domain, takes or damages the Leased Premises, or any part thereof at any time during the Lease Term, and if the Lessee shall not have exercised its option to terminate this Lease under Section 11.2(b) hereof, (i) there shall be no abatement or diminution of the demised premises Basic Rent, Additional Payments or other amounts payable, or in any covenant, agreement or other obligation of the Lessee under the Lease, and, the Lessee shall take prompt and appropriate measures to protect and enforce its rights and interests and those of the Lessor in connection with any condemnation proceeding. Prompt written notice of any taking or damaging of the Leased Premises or of any official notice thereof or of the institution of any proceeding therefor by any public instrumentality, body, agency or officer shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury given to the reversionLessor. In the event that title to or the temporary use of the Leased Premises shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm corporation acting under governmental authority, any Net Proceeds received from any award made in such eminent domain proceedings shall be paid to the Lessee, and, if in excess of $1,000,000, be applied in one of the following ways: (a) the restoration of the remaining portion of the Leased Premises to substantially the same condition as it existed prior to the exercise of said power of eminent domain; (b) the acquisition, by construction or otherwise, by the Lessee of other land or improvements suitable for operation of the Leased Premises as Hospital Facilities; or (c) prepayment of indebtedness secured by the Leased Premises, provided the Authorized Hospital Representative furnishes to Lessor a certificate that (i) the property forming a part of the demised premises Leased Premises that was taken by such condemnation is not essential to its suitability as Hospital Facilities for use by a hospital institution in connection with its operations or (ii) that the Leased Premises has been restored to a condition substantially equivalent to its condition prior to the taking by such condemnation proceedings, or (iii) that land or improvements have been acquired, by construction or otherwise, which are suitable for the operation of the Leased Premises as contemplated by clause (b) of this subsection. Within ninety (90) days from the date of entry of a final order in any eminent domain proceedings granting condemnation with respect to the Leased Premises, the Authorized Lessee Representative shall be taken advise the Lessor, as to which of the ways specified in this Section the Lessee elects to have such proceeds of the condemnation award applied. The Lessor and the Lessee will cooperate fully in the conduct of any prospective or condemned that (a) pending condemnation proceedings with respect to the part so taken includes the building on the demised premises Leased Premises, or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that the Lessor may have been necessary by such condemnationdo so lawfully, subject it will permit the Lessee to a pro-rata reduction litigate in rental. Any dispute resulting from Section 9.3 any of this Lease shall be submitted those proceedings in the Lessee’s own name and on its own behalf, or to the American Arbitration Societyextent lawful, whose decision shall be binding in the name and on behalf of the parties heretoLessor (except in a case in which those proceedings are by the Lessor, in which event the Lessee will have the right to proceed as if it were the owner of the Leased Premises). In no event will the Lessor settle voluntarily or consent to the settlement of any prospective or pending condemnation proceedings with respect to the Leased Premises, or any part thereof, without the written consent of the Lessee.

Eminent Domain. If the wholewhole of the Premises shall be taken, or such part thereof shall be taken as shall substantially interfere with Tenant's use and occupancy of the balance thereof, under power of eminent domain, or sold, transferred or conveyed in lieu thereof, either Tenant or Landlord may terminate this Lease as of the date of such condemnation or as of the date possession is taken by the condemning authority, whichever date occurs later. If any part of the Office Building other than the Premises, including parking facilities and interior and adjacent landscape areas, shall be so taken, sold, transferred or conveyed in lieu thereof, Landlord shall have the right, at its option, to terminate this Lease as of the date of such condemnation or as of the date possession is taken by the condemning authority. 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 require Tenant to assign to Landlord any award made to Tenant for the taking of personal property and fixtures belonging to ▇▇▇▇▇▇ and removable by any competent authority for any public use or purpose during ▇▇▇▇▇▇ at the expiration of 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 as provided hereunder, or for the taking of interruption of, or injury to damage to, ▇▇▇▇▇▇’s business, or for relocation expenses recoverable against the reversioncondemning authority. In the event that of a partial taking, or a sale, transfer, or conveyance in lieu thereof, which does not result in a termination of this Lease, Landlord shall, to the extent of any funds received from the condemning authority for repair or restoration, restore the Premises substantially to their condition prior to such partial taking and, thereafter, rent shall ▇▇▇▇▇ in the proportion which the square footage of the part of the premises so made unusable bears to the amount of rentable square feet immediately prior to the taking. No temporary taking of a part of the demised premises shall be taken Premises 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 Office Building, including parking areas thereoffacilities, or (c) the part so taken interior and adjacent landscaped areas, 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 give Tenant 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 right to terminate this Lease or to purchase the premises or in the event that a part any abatement 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 heretorent hereunder.

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 the wholeleased premises or any part is taken or condemned either permanently or temporarily for any public or quasi-public use or purpose by any competent authority in appropriation proceedings or by any right of eminent domain, the entire compensation award including, but not limited to, all damages as compensation for diminution in value of the leasehold reversion and fee, shall belong to the LANDLORD without any deduction for any present or future estate of the TENANT, and the TENANT hereby assigns to the LANDLORD all its rights, title and interest to any such award. Although all damages in the event of any condemnation are to belong to the LANDLORD, the TENANT shall have the right to claim and recover from the condemning authority, but not from the LANDLORD, such compensation as may be separately awarded to or recoverable by the TENANT in the TENANT'S own right on account of any and all damage to the TENANT'S business and for or on account of any cost or loss to which the TENANT might be put in removing the TENANT'S merchandise, furniture, fixtures, leasehold improvements and equipment. If the whole or any part of the demised leased premises shall be is taken or condemned by any competent authority the exercise of the power of eminent domain so as to render the leased premises unsuitable for any public use or purpose during business, in the opinion of the TENANT and LANDLORD, then the term of this Lease. TENANT reserves Lease shall terminate as of the unto itself date possession is taken by the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversioncondemnor. In the event that of a part partial taking or condemnation which is not extensive enough to render the premises unsuitable for business, in the opinion of the demised premises TENANT and LANDLORD, then the LANDLORD shall be taken or condemned that (a) promptly restore the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more remaining portion of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised leased premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior a condition as comparable as possible to or within a period of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect its condition immediately prior to such taking, to the extent that may have been necessary by preceding such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of and this Lease shall be submitted to continue in force and effect, and the American Arbitration Society, whose decision minimum rent shall be binding on reduced in proportion to any reduction in the parties heretosquare footage of the building following such taking and restoration.

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

Eminent Domain. If the wholePremises, or any part of so much thereof as to render the demised premises -------------- balance unusable for the Permitted Use, shall be taken under power of eminent domain, this Lease shall automatically terminate as of the later of the date of such condemnation, or condemned the date possession is taken by any competent authority for any public use the condemning authority, 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 reversionas otherwise herein provided. In the event that of a part partial taking, Tenant, at its sole discretion, may elect to continue its occupancy in the remaining portion of the demised premises shall Premises and Base Rent will be taken proportionately adjusted. Landlord will retain any award which may be made in such taking or condemned that (a) condemnation as such relates to the part so taken includes Building including, but not limited to, all fee, leasehold and easement estates in the building on land upon which the demised premises or Building and the Premises is located. Tenant will receive any part thereof or (b) and all awards as such relate to Tenant's loss of business, Tenant's furniture, fixtures and equipment, Tenant's improvements to the part so taken shall remove from Premises, and other items as such related to Tenant. In the premises 20% or more event of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such a 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 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 Base Rent shall be taken proportionately adjusted. Landlord may without any obligation or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, liability to Tenant stipulate with reasonable promptness, make necessary repairs to and alterations any condemning authority for a judgment 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 and the date of taking under this clause shall then be deemed the date agreed to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 under the terms of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretosaid stipulation.

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

Eminent Domain. If the whole, whole or any part of the demised premises and improvements thereon hereby leased shall be condemned or taken or condemned by any competent authority for properly constituted corporation or any public use authority under the power of eminent domain or purpose during under the threat of eminent domain, then at Lessor’s option the term of this Leaselease shall cease as to the part so taken from the day the possession of that part shall be taken by such corporation or public authority and the rent shall be paid to that date with a proportionate refund by the Lessor of such rent as may have been paid in advance. TENANT reserves If by reason of any partial taking by condemnation or purchase under threat of condemnation the unto itself utility of the premises to Lessee be substantially impaired, then the Lessee shall have the right either to prosecute its claim terminate this lease or to continue in the possession of the remainder of the same under the terms herein provided, except that the rent shall be reduced in the proportion that the value of the whole of the area of the premises thus taken or purchased represents to the value of the entire leased premises at such time. All damages awarded, for an award based upon its leasehold interest for such taking or the proceeds from any sale under threat of such taking, without impairing any rights of LANDLORD whether for the taking of whole or injury to the reversion. In the event that a part of the demised premises leased premises, shall belong to and be the property of Lessor, whether such damages shall be taken awareded as compensation for diminution in value to the leasehold or condemned that (a) to the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more of the front depth of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior to or within a period of sixty (60) days after the date when possession fee of the premises herein leased; except, however, nothing herein contained shall be required by deprive or deny to Lessee such lawful claims which Lessee may have against the condemning authority elect for loss or damage to terminate this LeaseLessee’s fixtures, or if any option to purchase for expense of moving or other claims not inconsistent with or in diminution of Lessor’s claims as owner of the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretothereon.

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

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

Eminent Domain. If the whole, The risk of any loss 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 damage to the reversionPurchased Assets by condemnation before the Closing Date hereunder is assumed by S▇▇▇▇▇. In the event that a part of the demised premises any condemnation proceeding is commenced or threatened, Seller shall be taken or condemned that give Purchaser written notice thereof within three (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 (603) days after the date when possession occurrence of same, together with such reasonable details with respect thereto as to which Seller may have knowledge. In the event of any material taking of the premises Purchased Assets, Purchaser, by written notice to Seller within ten (10) days after notice of such proceeding or threatened proceeding from Seller, shall have the option to cancel this Agreement, in which event this Agreement shall terminate, Purchaser shall be required by refunded the Deposit plus accrued interest and neither party shall have any obligation to the other hereunder except for provisions that expressly survive the termination of this Agreement. For the purposes hereof, a “material” taking shall include: (i) any taking (1) the effect of which would be to require more than Two Hundred Fifty Thousand Dollars ($250,000.00) to repair the balance of the Purchased Assets or (2) materially impair the use or operation of the Purchased Assets; or (ii) any threat of a taking or any reasonably equivalent indication on the part of a condemning authority of such intention where there is no reasonable basis to conclude that the actual taking would not be material. If Purchaser shall not so elect to terminate this LeaseAgreement, then the sale of the Purchased Assets shall be consummated as herein provided for the Purchase Price provided for herein (without abatement) and Seller shall assign to Purchaser at the Closing all of Seller’s right, title and interest in and to all awards made in respect of such condemnation and any claims in respect of any rent insurance or if any option equivalent coverage maintained by it, and shall pay over to purchase the premises is conferred upon the TENANT Purchaser all amounts theretofore received by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises Seller in accordance connection with such purpose optiontaking or insurance. In the event that TENANT Purchaser shall fail be entitled to exercise participate in any such option to terminate this Lease or to purchase the premises or condemnation proceeding, and Seller shall cooperate with Purchaser 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 heretorespect.

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 ACTIVE/85729224.2 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 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. If all the wholePremises or such portion thereof as would make it impossible for Lessee to continue its then existing business on the Premises is taken by condemnation or under the power of eminent domain, or sold under the threat of the exercise of said power (all of which are herein called "condemnation"), Lessee may, in its sole discretion, (i) exercise its option to purchase the Premises and be entitled to the award or payment resulting from the condemnation or (ii) terminate this lease as of the date the condemning authority takes title or possession, whichever occurs first. If any other taking (of the Premises or otherwise) adversely and substantially affects Lessee's use, access, or rights of ingress or egress of or to the Premises, then Lessee may (i) exercise its option to purchase the Premises and be entitled to receive the full amount of the award or payment resulting from the condemnation, (ii) elect to terminate this lease as of the date the condemning authority takes possession, or (iii) elect to repair the Premises and permit 164 the lease to continue. Lessee's election to terminate this lease or to exercise its option to purchase the Premises shall be made in writing within forty-five (45) days after Lessor has given Lessee written notice of the taking (or in the absence of such notice, within thirty (30) days after the condemning authority has taken possession). If Lessee does not terminate this lease in accordance with this section, this lease shall remain in full force and effect as to the portion of the Premises remaining, except that rent shall be reduced in the proportion that the area taken diminishes the value and use of the Premises to Lessee and the purchase price for the option to purchase shall by reduced by the difference between the amount of the award payable to Lessor on account of the condemnation and the portion of the award used by Lessee in the repair of the Premises. In the event that the Lessee does not elect to terminate the lease or exercise its option to purchase, Lessee shall promptly repair any damage to the Premises caused by condemnation and restore the remainder of the Premises to Lessee's reasonable satisfaction. Lessor shall place all proceeds of the condemnation award paid to it in escrow and make such proceeds available to Lessee for purposes of such repairs. Lessor shall be entitled to retain any of the award payable to it which is not used by Lessee in making repairs or restorations to the Premises. In the event Lessee exercises its option to purchase the Premises following the occurrence of a condemnation, any award or payment made upon condemnation of all or any part of the demised premises Premises shall be taken or condemned by any competent authority for any public use or purpose during the term property of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversionLessee. In the event that a part Lessee elects to terminate this lease, any award or payment made upon condemnation of the demised premises Premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more property of the front depth Lessor, whether such award or payment is made as compensation for the taking of the parking areas thereof, fee or (c) the part so taken as severance damages; provided Lessee shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then and in any such event, the TENANT may at any time either prior event be entitled to or Lessor shall give notice to Lessee within a period of sixty five (605) days after the date when possession receipt of notification from any condemning authority of its intention to take all or a portion of the premises shall be required by the condemning authority elect to terminate this LeasePremises. Notwithstanding anything, expressed or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such takingimplied, to the extent that contrary contained in this lease, Lessee, at its own expense, may have been necessary by in good faith contest any such condemnationaward for loss of or damage to Lessee's trade fixtures, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted removable personal property, and additions, alterations and improvements made to the American Arbitration SocietyPremises by Lessee, whose decision shall be binding on and for its loss of business or the parties heretoleasehold herein created or any other consequential or special damages, such as Lessee's relocation and moving expenses.

Eminent Domain. (a) If the whole, all or any part of the demised premises Premises shall be either taken or condemned by any competent authority for any public or quasi-public use or purpose, or transferred by agreement in connection with any public or quasi-public use or purpose during with or without any condemnation action or proceeding being instituted (either such event herein called a "TAKING"), and if such Taking is permanent the term Term shall automatically terminate with respect to the part of the Premises so Taken as of the date when the possession of such part is required. If all or any portion of the Premises is subject to a temporary Taking, this Lease shall remain in full force and effect and Tenant shall continue to perform all terms, conditions and covenants 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 If a part portion of the demised premises shall be Premises or Building is taken so as to require, in Landlord's reasonable judgment, a substantial alteration or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more reconstruction of the front depth remaining portions, Landlord, at its sole election, may terminate this Lease as 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 part so Taken is required. Without obligation to Tenant, Landlord may agree to transfer to any condemnor all or any portion of the Building sought by such condemnor, free from this Lease and the rights of Tenant hereunder, without first requiring that any action or proceeding be instituted or, if instituted, pursued to a judgment. (b) Landlord shall be required by entitled to the condemning authority elect entire award made to terminate this Leaseit for any Taking, provided, however, that: (a) Landlord shall have no interest in any award made to Tenant specifically for its relocation expenses, the Taking of personal property or fixtures belonging to Tenant, or the interruption of or a damage to Tenants business, if any option such award is made separately to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may Tenant and not 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 an award or damages recoverable by Landlord, and (b) Tenant shall be taken or condemned under circumstances under which entitled to receive the TENANT will have no such option, then and entire award made in either such event connection with any temporary Taking allocable to the LANDLORD shall, with reasonable promptness, make necessary repairs period prior to and alterations the expiration of the improvements on Term (c) Landlord and Tenant hereby waive the demised premises for the purpose provisions 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, California Code of Civil Procedure Section 1265.130 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 provisions are inconsistent with this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoLease.

Eminent Domain. If the whole, or any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. 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 the wholefee of the entire property of which the Premises are a part, or any part a portion sufficient in Lessee's determination, to render the Premises in the sole opinion of the demised premises shall be taken Lessee unsuitable for the use which Lessee was then making of the Premises, is condemned or condemned appropriated by any apparent competent authority for any public use or purpose during authority, then, and in that event, the term of this LeaseLease shall cease and terminate on the date possession is to be given to the condemning authority. TENANT reserves If the unto itself fee of less than the entire property is so condemned or appropriated, and if the Premises can reasonably be used for substantially the same purposes in Lessee's sole judgment, then this Lease shall continue in full force and effect without change with respect to the Premises. (b) In the event of any condemnation or taking as aforesaid, whether whole or partial, Lessee shall have the right to prosecute its claim and recover from the condemning authority or Lessor, such compensation as may be awarded or recoverable by Lessee in Lessee's own right, for an Lessee's loss of good will, installations, moving expenses, prepaid rent and business dislocation expenses. Provided, however, that in no event shall the Lessee's recovery from the condemning authority or the Lessor, reduce the Lessor's net award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking or condemnation to an amount less than that amount which Lessor would have been awarded if the Premises had been condemned based on the Premises prior use. (c) A sale of all or injury part of the Premises to a purchaser with the reversion. power of eminent domain in the face of the exercise of eminent domain power shall be treated as a taking by condemnation for purposes of this Section. (d) In the event that a part of any termination of the demised premises Lease under this provision, all rentals shall be taken or condemned that (a) prorated to the part so taken includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises 20% or more date of the front depth vacation by Lessee of the parking areas thereof, or (c) the part so taken shall consist of 25% or more of the total parking area, or (d) such partial taking shall result in cutting off direct access from the demised premises Premises. 12.2 Lessor and Lessee agree to promptly execute any adjacent public street or highway, then and in any such event, the TENANT all instruments as may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by to effectuate the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision provisions of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoSection.

Eminent Domain. If the whole, all or any part of the demised premises Facilities shall be taken by eminent domain proceedings (or condemned sold to a government agency threatening to exercise the power of eminent domain), the Net Proceeds therefrom shall be deposited in the Insurance and Condemnation Fund pursuant to Section 6.2(b) hereof and shall be applied and disbursed by the Parking Authority as follows: (a) If the Parking Authority reasonably determines that such eminent domain proceedings have not materially affected the operation of the Parking Authority or the ability of the Parking Authority to meet any competent authority of its obligations under this Agreement, and if the Parking Authority determines that such proceeds are not needed for any public use repair or purpose during rehabilitation of the term Facilities, upon delivery to the Trustee and NPFG of a certificate of an Independent Engineer or Independent Financial Consultant to the effect that such taking will not have a material effect on the Facilities and that the rate covenant of the Parking Authority set forth in Section 4.7 of this Lease. TENANT reserves the unto itself the right Agreement, based on projections of said engineer or financial consultant, will continue to prosecute its claim for an award based upon its leasehold interest for be satisfied following such taking, without impairing any rights of LANDLORD for the taking of or injury City shall apply such proceeds to the reversion. In prepayment of Installment Payments 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 manner provided in Article IV hereof. (b) If the part so taken shall remove from Parking Authority reasonably determines that such eminent domain proceedings have not materially affected the premises 20% or more operation of the front depth Facilities or the ability of the parking areas thereofParking Authority to meet any of its obligations under the Agreement, and if the Parking Authority reasonably determines that such proceeds are needed for replacement, repair or rehabilitation of the Facilities, the Parking Authority shall pay from said proceeds such amounts as the Parking Authority may reasonably expend for such replacement, repair or rehabilitation, upon the filing with the Trustee and NPFG of a certificate of an Independent Engineer or Independent Financial Consultant to the effect that such replacement, repair or rehabilitation will not have a material effect on the Facilities and that the rate covenant of the Parking Authority set forth in Section 4.7 of this Agreement, based on projections of said engineer or financial consultant, will continue to be satisfied following such repair, replacement or rehabilitation. (c) the part so taken shall consist of 25% or more If less than all of the total parking areaFacilities shall have been taken in such eminent domain proceedings, or (d) and if the Parking Authority reasonably determines that such partial taking shall result in cutting off direct access from eminent domain proceedings have materially affected 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 operation of the premises shall be required by Facilities or the condemning authority elect ability of the Parking Authority to terminate this Leasemeet any of its obligations under the Agreement, or if any option all of the Facilities shall have been taken in such eminent domain proceedings, then the Parking Authority shall apply all such proceeds to purchase the premises is conferred upon the TENANT by any other provision prepayment 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 Installment Payments 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 manner provided 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 heretoArticle IV hereof.

Eminent Domain. 16.1 If more than twenty percent (20%) of the floor area of the Demised Premises should be taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain or by private purchase in lien thereof, this Lease shall terminate and the rent shall be abated during the unexpired portion of this Lease, effective on the date physical possession is taken by the condemning authority. 16.2 If less than twenty percent (20%) of the floor area of the Demised Premises should be taken as aforesaid, this Lease shall not terminate; however, the Minimum Guaranteed Rental payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord's Work as described in Exhibit D, if therein, necessary to make the Demised Premises an architectural whole, or . 16.3 If any part of the demised premises Common Area shall be taken as aforesaid, this Lease shall not terminate, nor shall the rental payable hereunder be reduced, except that either Landlord or condemned Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided 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 Landlord in reasonable proximity to the reversion. In the event that a part Shopping Center shall be less than seventy percent (70%) of the demised premises area of the Common Area immediately prior to the taking. Any election to terminate this Lease in accordance with this provision shall be taken or condemned that evidenced by written notice of termination delivered to the other party 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 physical possession of the premises shall be required is taken by the condemning authority elect to terminate this Lease, authority. 16.4 All compensation awarded for any taking (or if any option to purchase the premises is conferred upon proceeds of private sale in lieu thereof) of the TENANT by any other provision Demised Premises or Common Area shall be the property of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises Landlord and Tenant 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 shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoLandlord.

Eminent Domain. If the wholeentire Building or a substantial part thereof, or any part thereof which includes all or a substantial part of the demised premises Premises, shall be taken or condemned by any competent authority for any public or quasi-public use or purpose during purpose, the term Term of this Lease. TENANT reserves Lease shall end upon and not before 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 earlier of the demised premises shall be taken or condemned that (a) date when the part so taken includes the building on the demised premises or any part thereof or (b) possession of the part so taken shall remove from be required for such use or purpose or the premises 20% or more effective date of the front depth taking (“Taking Date”) and without apportionment of the parking areas thereof, award to or (c) for the benefit of Tenant. If any condemnation proceeding shall be instituted in which it is sought to take or damage any part so taken shall consist of 25% or more of the total parking area, Building or (d) such partial taking shall result in cutting off direct any access from the demised premises to any adjacent public street or highway, then and in any such eventthereto, the TENANT may at any time either prior to or within a period taking of sixty which would, (60i) days after in Landlord’s reasonable opinion, prevent the date when possession appropriate and economical operation of the premises Building, Landlord shall be required by have the condemning authority elect to terminate this Lease, or if any option to purchase the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option right to terminate this Lease upon not less than ninety (90) days’ prior notice; or (ii) in Tenant reasonable opinion, materially and adversely affect Tenant’s use and occupancy of the Premises, Tenant shall have the right to purchase terminate this Lease upon not less than ninety (90) days’ prior notice. Base Rent and Additional Rent shall equitably ▇▇▇▇▇ as of the premises Taking Date. Tenant shall have no right to share in the condemnation award, whether for a total or partial taking for loss of Tenant’s leasehold or improvements or other loss or expenses, Tenant waiving all rights of Tenant with respect thereto. No provision of this Article 16 shall prevent Tenant from asserting its own separate claim for loss of leasehold improvements paid for by Tenant, moving expenses and other out-of-pocket expenses incurred by Tenant in connection with or arising out of such condemnation or taking so long as same does not diminish Landlord’s or Landlord’s mortgagee’s award. This Section shall be Tenant’s sole and exclusive remedy in the event that of any taking and Tenant hereby waives any rights and the benefits of any law, rule, ordinance, or any other statute granting Tenant specific rights in the event of a part of Taking which are inconsistent with 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 provisions of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoparagraph.

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

Eminent Domain. (a) In the event that all or any portion of the Premises is taken under the power of eminent domain by any competent authority, this Lease shall terminate as to the part so taken as of the date on which Tenant is required to yield possession thereof to the taking authority. If the wholetaking of a portion of the Premises is not a Substantial Portion (as defined below), then Landlord shall make all repairs, alterations and replacements as may be necessary in order to restore the portion of the Premises not taken to useful condition and the Rent shall be reduced on an equitable basis to take into account the elimination of the portion of the Premises taken. (b) If the taking of a portion of the Premises is a Substantial Portion, then Tenant shall have the option to terminate this Lease as of the date on which Tenant is required to yield possession of the portion taken to the taking authority, which option shall be exercised by Tenant by written notice delivered to the Landlord on or prior to such date. Unless this Lease is so terminated, Landlord shall make all repairs, alterations and replacements as may be necessary in order to restore the portion of the Premises not taken to as useful a condition as is practicable and the Rent shall be reduced on an equitable basis to take into account the elimination of the portion of the Premises taken. For all purposes of this Agreement, the term “Substantial Portion” means (i) any part of the demised premises shall be taken or condemned by any competent authority for any public use or purpose during the term of this Lease. TENANT reserves the unto itself the right to prosecute its claim for an award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of or injury to the reversion. In the event that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building on the demised premises or any part thereof or Premises, (bii) the part so taken shall remove from the premises 2010% or more of the front depth of parking spaces on the parking areas thereofPremises, or (ciii) the part so taken shall consist of 2515% or more of the total parking arealand area demised as part of the Premises, or (div) such partial taking shall result in cutting off any property which affects the direct access from the demised premises Premises to any adjacent public street or highway, then and in (v) any such eventportion of the land or improvements, the TENANT may at any time either prior absence of which is reasonably likely to or within have a period substantial impact on the business of sixty (60) days after the date when possession of the premises shall be required by the condemning authority elect to terminate this LeaseTenant conducted in, on, or if any option to purchase from the premises is conferred upon the TENANT by any other provision of this Lease, may as an alternative to such termination of this Lease elect to purchase the demised premises in accordance with such purpose option. In the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or in the event that a part of the demised premises shall be taken or condemned under circumstances under which the TENANT will have no such option, then and in either such event the LANDLORD shall, with reasonable promptness, make necessary repairs to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoPremises.

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

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

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

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

Eminent Domain. If the whole, any or any part of the demised leased premises shall be taken or condemned by any competent authority for any public or quasi-public use under any statute, or purpose during by right of eminent domain, or by private purchase in lieu thereof, this Lease shall terminate as to such portion so taken and Landlord and Tenant shall pursue their respective rights against the term acquiring authority independently of this Leaseeach other but no such claim by Tenant shall diminish or otherwise adversely -affect ‘Landlord’s award. TENANT reserves the unto itself the Tenant shall have no right or claim to prosecute its claim for an any portion of Landlord’s award based upon its leasehold interest for such taking, without impairing any rights of LANDLORD for the taking of its right, title or injury interest in the leased premises nor shall Landlord have any right or claim to any portion of Tenant’s award for the taking of its property, its leasehold improvements or for the value of its leasehold interest taken In the event of a partial taking, Tenant shall continue to utilize said premises for the operation of their business to the reversionextent that it may be practicable to do so from the standpoint of good business, and in such event rentals shall ▇▇▇▇▇ from the time of such taking until the remainder of the premises have been restored, except to the extent that Tenant continues or resumes doing business from part of the promises, in which case the rent will be equitably reduced. In the event the taking is of such extent that a part of the demised premises shall be taken or condemned that (a) the part so taken includes the building Tenant cannot operate its business 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 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. In the event the taking is of such extent that Tenant cannot operate its business on the leased premises, or if and not withstanding existence of default hereunder, Tenant shat: have the right to exercise the “Purchase Option” set forth in paragraph 40 hereinafter not withstanding any limitations on timing to exercise such options otherwise set forth in paragraph 40. If this option to purchase is exercised after the premises is conferred upon the TENANT by any other provision 30th month of this Lease, may the purchase price shall be determined as an alternative to such termination set forth in the second paragraph of this Lease elect to purchase the demised premises paragraph 40 hereinafter (otherwise it will be determined in accordance with such purpose option. In first paragraph of paragraph 40) with the event that TENANT shall fail to exercise any such option to terminate this Lease or to purchase the premises or Closing as set forth in the event that a part third paragraph of paragraph 40 hereinafter to be held within ninety (90) days after written notice. If Tenant exercises the demised premises option hereunder all condemnation proceeds shall be taken paid to Tenant 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 rights thereto assigned to and alterations of the improvements on the demised premises for the purpose of restoring the same to an economic architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking, to the extent that may have been necessary by such condemnation, subject to a pro-rata reduction in rental. Any dispute resulting from Section 9.3 of this Lease shall be submitted to the American Arbitration Society, whose decision shall be binding on the parties heretoTenant.

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

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

Eminent Domain. If 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.