Common use of Eminent Domain Clause in Contracts

Eminent Domain. If the premises or any part thereof of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If Except as hereinafter provided, if the premises Premises, or any part such portion thereof (or the access thereto unless comparable replacement access is provided) as to materially impair (if reconstructed to the maximum extent practicable in the circumstances) the continued conduct of the estate thereinTenant's business at the Premises, or any other part the Property Common Areas, or such portion thereof as to render the Premises inaccessible such that the continued conduct of the building Tenant's business at the Premises is materially affecting Lessee's use of the premiseimpaired, shall be taken by condemnation or right of eminent domain, this lease shall terminate on domain and the Landlord has no reasonable means of remedying or replacing said problem one hundred eighty (180) days after the date when title vests Pursuant to of such taking, The rentthe Tenant or Landlord shall have the right to terminate this Lease by notice to the other of its desire to do so, and any additional rent provided that such notice is given not later than forty-five (45) days after the effective date of such taking. If so much of the Premises, or so much of the Property Common Areas, shall be apportioned as so taken that it would be appropriate to raze the Premises, or due to the lack of sufficient proceeds from the eminent domain taking not retained by any mortgagee, what may remain of the termination date, Premises and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall the Property cannot be entitled put into a condition such that the continued conduct of the Tenant's business is not materially impaired, then each of the Landlord and the Tenant may terminate this Lease by giving notice to the other of its desire to do so not later than forty five (45 ) days after the effective date of such taking. Should any part of the award Premises or the Property be so taken or condemned during the Term, and should this Lease be not terminated in accordance with the foregoing provisions, the Landlord agrees to use diligent efforts to put what may remain of the Premises and the Property into proper condition for use and occupation as nearly like the condition of the Premises and the Property prior to such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee as shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent practicable, subject, however, to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing applicable laws and codes then in effect with the rent being proportionately ajusted aforesaidexistence, and in so long as the proceeds actually received by the Landlord from the eminent domain taking are sufficient therefor. In no event that lessor shall not elect the Landlord be obligated to make expend more than the amount of proceeds from the eminent domain taking actually received by the Landlord on such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partywork.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If In case the premises or any part thereof whole of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, demised promises shall be taken by any public authority under the power of eminent domaindomain or conveyed by LANDLORD under the threat of such taking, the term of this lease shall cease form the date the possession of said premises is required for the public purpose for which the same is taken or conveyed. In case a part of the demised premises shall be taken by any public authority under the power of eminent domain or conveyed by LANDLORD under the threat of such taking and such taking is not such as to destroy the usefulness of the demised premises for the operation of TENANT's business thereon, this lease shall terminate on the date when title vests Pursuant to such taking, The rent, remain in full force and any additional rent effect and there shall be apportioned as no reduction or abatement of rental. If, however, a partial taking does destroy the usefulness of the termination datedemised premises for the purpose of operation of TENANT's business thereon, TENANT shall have the right, exercisable by the giving of notice to LANDLORD within ten (10) days after TENANT has been notified of such taking or conveyance, either to terminate this lease or to continue in the remainder of the demised premises under and any rent paid for any period beyond that date pursuant to the term sand provisions of this lease. If TENANT elects to continue in possession, there shall be repaid no reduction in or abatement of rental. If under such circumstances TENANT elects to lesseeterminate this lease and if at the time of the condemnation (or conveyance in lieu thereof) the premises were subject to a mortgage indebtedness, TENANT shall pay to the mortgagee the excess, if any, of the mortgage indebtedness over the amount of the condemnation award or settlement paid to LANDLORD. Lessee For the purposes hereof the condemnation (or conveyance under threat thereof) of land along the south side of the demised premises for purposes of widening of Xxxxx Road shall not be entitled cause for termination of this lease so long as TENANT is not deprived of access to the demised premises. In case of a complete termination of this lease under the circumstances provided in this Article, the portion of any prepaid payments by LANDLORD TO TENANT or by TENANT to LANDLORD which is referable to a period of time subsequent to such termination shall be refunded. LANDLORD agrees that he will promptly furnish to TENANT copies of any notices served upon LANDLORD by any public authority notifying LANDLORD of any proposed condemnation of any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partydemised premises.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. (a) If the premises all or any part thereof of the estate therein, or any other part of the building materially affecting LesseePremises shall be taken 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 handicap, impede or impair Tenant's use of the premisebalance 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 for which it is designed, shall be taken by eminent domain, then this lease Lease shall terminate on the date when title vests Pursuant to such takingthat the condemning authority actually takes possession of the part so condemned or purchased. (b) If this Lease is terminated under the provisions of this Section 32, The rent, and any additional rent Rent shall be apportioned and adjusted as of the termination datedate of termination. (c) If there is a partial taking of the Building and this Lease is not thereupon terminated under the provisions of this Section 32, then this Lease shall remain in full force and effect, and any rent paid for any period beyond 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 date shall be repaid to lessee. Lessee in complying with its obligations hereunder Landlord shall not be entitled 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 moving expenses, loss of business, for damage to, and cost of removal of; trade fixtures, furniture and other personal property belonging to Tenant, and for the unamortized cost of leasehold improvements to the extent same were installed at Tenant's expense (and not with the proceeds of the Tenant Improvement Allowance); provided, however, that no such claim shall diminish or adversely affect Landlord's award. In no event shall Tenant have or assert a claim for the value of any unexpired term of this Lease. Subject to the foregoing provisions of this paragraph (d), Tenant hereby assigns to Landlord any and all of its right, title and interest in or to any compensation awarded or paid for the fee as a result of any such taking. (e) Notwithstanding anything to the contrary contained in this Section, if; during the Lease Term, the use or occupancy of any part of the award Building or the Premises shall be taken or appropriated temporarily for a period of one hundred eighty (180) days or less 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 any payment appropriation and Tenant shall continue to pay in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned full all Rent payable hereunder by lessee and for any moving expensesTenant during the Lease Term. DESTRUCTION OF PREMISES, in In the event of a partial destruction of the premises during the term hereof from any causesuch temporary appropriation or taking, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee Tenant shall be entitled proportionate reduction to receive that portion of rent while such repairs are being made based upon any award which represents compensation for the extent to which loss of use or occupancy of the making of such shall interfere with Premises during the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidLease Term, and in Landlord shall be entitled to receive that portion of any award which represents the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at cost of restoration and compensation for the option loss of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured use or not.a total destruction occupancy of the building in which Premises after the premises n may be situated will terminate this leaseend of the Lease Term.

Eminent Domain. If 14.1. In the premises event the whole or any part thereof of the estate therein, or any other substantial part of the building materially affecting Lessee's use Building or of the premise, shall be Premises is taken or condemned by eminent domainany competent authority for any public use or purpose (including a deed given in lieu of condemnation), this lease shall Lease will terminate on as of the date when title vests Pursuant to in such taking, The rentauthority, and any additional rent shall Rent will be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid Expiration Date. Notwithstanding anything to lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISEScontrary herein set forth, in the event the taking is temporary (for less than the remaining term of this Lease), Landlord may elect either (i) to terminate this Lease or (ii) permit Tenant to receive the entire award in which case Tenant will continue to pay Rent and this Lease will not terminate. 14.2. If a partial destruction part of the premises during Building or the term hereof Premises is taken or condemned by any competent authority (or a deed is delivered in lieu of condemnation) and this Lease is not terminated, this Lease will be amended to reduce the Fixed Rent and Tenant’s Share to reflect the Rentable Area of the Premises or Building, as the case may be, remaining after any such taking or condemnation. Landlord, upon receipt and to the extent of the award in condemnation (or proceeds of sale) will make necessary repairs and restorations to the Premises (exclusive of Tenant Additions) and to the Building to the extent necessary to constitute the portion of the Building not so taken or condemned as a complete architectural and economically efficient unit. Notwithstanding the foregoing, if as a result of any taking, or a governmental order that the grade of any street or alley adjacent to the Building is to be changed and such taking or change of grade makes it necessary or desirable to substantially remodel or restore the Building or prevents the economical operation of the Building, Landlord will have the right to terminate this Lease upon 90 days’ prior written notice to Tenant and Rent will be adjusted as of such date of termination. 14.3. Landlord will be entitled to receive the entire award (or sale proceeds) from any causesuch taking, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent condemnation or sale without any payment to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidTenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award; provided, however, Tenant will have the event that lessor shall not elect right separately to make such repairs which cannot be made within 15 days,this lease may be terminated at pursue against the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction condemning authority a separate award in respect of the building in which the premises n may be situated will terminate this leaseloss, if any, for moving expenses and Alterations paid for by Tenant without any credit or allowance from Landlord so long as there is no diminution of Landlord’s award as a result.

Eminent Domain. 23.1 If the premises there occurs any taking or damaging of all or a portion of any part thereof of the estate thereinPremises (i) in or by condemnation or other eminent domain proceedings pursuant to any Regulations, general or special, or (ii) by reason of any agreement with any condemnor in settlement of or under threat of any such condemnation or other eminent domain proceeding (each, a “Condemnation”), that is not a Total Condemnation (defined below) shall occur, this Lease shall continue, notwithstanding such event, and rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Tenant and Landlord, promptly upon receiving any notice or knowledge of the institution of or intention to institute any proceeding for Condemnation (a “Condemnation Notice”), shall notify the other party thereof. Tenant shall be entitled to participate with Landlord in any adjustment, collection and compromise of the Net Award (defined below) payable in connection with a Condemnation and Landlord shall not agree upon or otherwise settle the Net Award without Tenant’s prior written consent not to be unreasonably withheld, conditioned or delayed. No agreement with any condemnor in settlement or under threat of any Condemnation shall be made by Tenant or Landlord without the written consent of the other party, not to be unreasonably withheld, conditioned or delayed. Subject to the provisions of this Section 23.1, Tenant hereby irrevocably assigns to Landlord any award or payment to which Tenant is or may be entitled by reason of any Condemnation, whether the same shall be paid or payable for Tenant’s leasehold interest hereunder or otherwise; but nothing in this Lease shall impair Tenant’s right to any award or payment on account of Tenant’s trade fixtures, equipment or other tangible property which is not part of the building materially affecting Lessee's use base Building systems and equipment, moving expenses or loss of business, if available, and the value of tenant improvements and Alterations that are paid for by Tenant. 23.2 Promptly after Landlord’s receipt of the premiseNet Award, Tenant shall commence and diligently continue to restore the Premises as nearly as possible to their value, condition and character immediately prior to such event (assuming the Premises to have been in the condition required by this Lease); provided that, Tenant shall have no obligation to restore any Alterations paid for by Tenant. During such restoration, Tenant may submit Restoration Draw Packages to Landlord from time to time. Within thirty (30) days after receipt of any such Restoration Draw Package, Landlord shall reimburse Tenant for the amounts set forth therein up to the amount of the Net Award received in connection with the applicable Condemnation. Any condemnation award paid to Landlord hereunder and a part of a Net Award that is not used by Tenant in restoration of the Premises (including Restorable Alterations) shall be taken the property of Landlord. For purposes of clarification, Tenant shall have no obligation to expend additional sums above and beyond any Net Award actually received by eminent domain, this lease shall terminate on Tenant in the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as restoration of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part Premises. 23.3 If a Condemnation in which more than fifty percent (50%) or more of the award for such taking Premises are taken or any payment in lieu thereofwhich otherwise materially impairs access to the Premises or parking thereon (a “Total Condemnation”) occurs, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor Tenant may elect to terminate lease whether this Lease by providing written notice to Landlord within sixty (60) days after the demised premises be injured or not.a total destruction date of the building Casualty, in which case, Tenant shall have no obligation to restore the premises n Premises. If Tenant terminates this Lease pursuant to this Section 23.3, then Tenant may remain in possession of all or any portion of the Premises not so taken, for up to one hundred eighty (180) days after such termination date (which time period shall be situated will terminate specifically identified by Tenant in its written termination notice), in which case, the terms and conditions of this leaseLease shall continue to apply to the portion of the Premises occupied by Tenant, and Tenant shall pay as the Monthly Installment of Rent during such period an amount equal to the Monthly Installment of Rent payable under this Lease for the last full month prior to the date of such termination prorated based on the ratio that the rentable square footage of the Premises actually occupied by Tenant during such period bears to the total rentable square footage of the Premises prior to the occurrence of the Total Condemnation which shall be recalculated on a monthly basis during each month of such one hundred eighty (180) day period to reflect the actual rentable square footage of the Premises which Tenant continues to occupy. 23.4 In addition to Tenant’s other remedies, if a Total Condemnation occurs, then Tenant shall have the right to exercise the Purchase Option by providing Landlord written notice within sixty (60) after the occurrence of such Total Condemnation (which notice shall specify the “Closing Date” which shall be a date within thirty (30) days after the delivery of such notice), in which case, the terms and conditions of Section 39 below shall apply to such exercise of the Purchase Option except (i) Tenant’s notice delivered pursuant to this Section 23.4 shall be deemed to be the “Exercise Notice”, (ii) the “Closing Date” shall be date specified in Tenant’s notice delivered pursuant to this Section 23.4, and (iii) Landlord shall assign the Net Award to Tenant at the closing of the Purchase Option. 23.5 Tenant hereby waives any and all rights under and benefits of Section 1265.130 of the California Code of Civil Procedure, or any similar or successor Regulations or other laws now or hereinafter in effect.

Eminent Domain. (a) If the premises or any part thereof whole of the estate therein, Building is lawfully taken by condemnation or any other manner for any public or quasi-public purpose, this Lease shall terminate as of the date of vesting of title in such condemning authority (which date is hereinafter also referred to as the “date of taking”), and the Rent shall be prorated to such date, if any part of the building materially affecting Lessee's use Building or Complex is so taken, this Lease shall be unaffected by such taking, except that Iii Landlord may terminate this Lease by notice to Tenant within ninety (90) days after the date of taking, and (ii) if twenty percent (20%) or more of the premise, Premises shall be taken and the remaining area of the Premises shall not be reasonably sufficient for Tenant to continue operation of its business, Tenant may terminate this Lease by eminent domain, this lease notice to the Landlord within 90 days after the date of taking. This Lease shall terminate on the 30th day after such notice, by which date when title vests Pursuant Tenant shall vacate and surrender the Premises to Landlord. The Rent shall be prorated to such date as Tenant is required to vacate the Premises by reason of the taking. If this Lease continues in force upon such partial taking, The rent, and any additional rent the Rent shall be apportioned as equitably adjusted according to the rentable area of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in Premises remaining. (b) In the event of a partial destruction any taking, all of the premises during proceeds of any award, judgment or settlement payable by the term hereof from condemning authority shall be and remain the sole and exclusive property of Landlord, and Tenant hereby assigns all of its right, title and interest in and to any causesuch award, Lessor judgment or settlement to Landlord. Tenant, however, shall forthwith repair have the right, to the extent that the same provided that same repairs can be made within 15 days under existing and regulationsshall not reduce or prejudice Landlord’s award, to claim from the condemning authority, but not from Landlord, such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease compensation as may be terminated at the option of either partyrecoverable by Tenant in its own right for moving expenses and damage to Xxxxxx’s Property.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If Except as hereinafter provided, if the premises Premises, or any part -------------- such portion thereof (or the access thereto unless comparable replacement access is provided) as to materially impair (if reconstructed to the maximum extent practicable in the circumstances) the continued conduct of the estate thereinTenant's business at the Premises, or any other part the Property Common Areas, or such portion thereof as to render the Premises inaccessible such that the continued conduct of the building Tenant's business at the Premises is materially affecting Lessee's use of the premiseimpaired, shall be taken by condemnation or right of eminent domain, this lease shall terminate on domain and the Landlord has no reasonable means of remedying or replacing said problem within two hundred and seventy (270) days after the date when title vests Pursuant to of such taking, The rentthe Tenant or Landlord shall have the right to terminate this Lease by notice to the other of its desire to do so, and any additional rent provided that such notice is given not later than forty five (45) days after the effective date of such taking. If so much of the Premises, or so much of the Property Common Areas, shall be apportioned as so taken that it would be appropriate to raze the Premises, or due to the lack of sufficient proceeds from the eminent domain taking not retained by any mortgagee or ground lessor, what may remain of the termination date, Premises and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall the Property cannot be entitled put into a condition such that the continued conduct of the Tenant's business is not materially impaired, then each of the Landlord and the Tenant may terminate this Lease by giving notice to the other of its desire to do so not later than forty five (45 ) days after the effective date of such taking. Should any part of the award Premises or the Property be so taken or condemned during the Term, and should this Lease be not terminated in accordance with the foregoing provisions, the Landlord agrees to use diligent efforts to put what may remain of the Premises and the Property into proper condition for use and occupation as nearly like the condition of the Premises and the Property prior to such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee as shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent practicable, subject, however, to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing applicable laws and codes then in effect with the rent being proportionately ajusted aforesaidexistence, and in so long as the proceeds actually received by the Landlord from the eminent domain taking are sufficient therefor. In no event that lessor shall not elect the Landlord be obligated to make expend more than the amount of proceeds from the eminent domain taking actually received by the Landlord on such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partywork.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If 23.1 In the premises or any part thereof event the whole of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, Premises 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, this lease shall terminate on the date when title vests Pursuant or sold to prevent such taking, The rent, and any additional rent shall be apportioned Tenant or Landlord may terminate this Lease effective as of the termination date, and any rent paid for any period beyond that date shall possession is required to be repaid surrendered to lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in said authority. 23.2 In the event of a partial destruction taking of the premises during the term hereof from Premises for any causepublic or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulationscondemnation, but or eminent domain, or sold to prevent such partial destruction not terminate this leasetaking, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor then Landlord may elect to terminate lease whether the demised premises be injured or not.a total destruction this Lease if such taking is of a material nature such as to make it uneconomical to continue use of the building in unappropriated portions for the purposes for which the premises n they were intended, and Tenant may be situated will elect to terminate this leaseLease if such taking is of material detriment to, and substantially interferes with, Tenant’s use and occupancy of the 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. Termination by either party pursuant to this section shall be effective as of the date possession is required to be surrendered to said authority. 23.3 If upon any taking of the nature described in this Article 23 this Lease continues in effect, then Landlord shall promptly proceed to restore the remaining portion of the Premises, and all improvements and fixtures located thereon, to substantially their same condition prior to such partial taking; provided, however, Landlord’s obligation hereunder shall be limited to the amount of the condemnation proceeds. Basic Annual Rent shall be abated proportionately on the basis of the rental value of the Premises, including improvements and fixtures, as restored after such taking compared to the rental value of the Premises prior to such taking.

Eminent Domain. If 17.1 LESSOR reserves and excepts all rights to damages to The Premises, the premises Complex and the Leasehold hereby created occurring in the case of exercise of eminent domain, and LESSEE hereby grants to LESSOR all LESSEE's rights to damage so occurring and agrees to deliver such further instruments of assignment thereof as LESSOR may from time to time reasonably request. LESSOR shall, however, allocate fairly to LESSEE's interests so assigned a portion of LESSOR's claim for damages and shall pay to LESSEE from the damages when received the amount, if any, by which they are increased by reason of taking of fixtures or equipment and of alterations or improvements separately paid for by LESSEE and which LESSEE is entitled to remove, as well as any part thereof for relocation or business interruption. 17.2 In case of exercise of eminent domain which reduced the floor area of The Premises by more than one-third (1/3), LESSOR or LESSEE may terminate this Lease; such termination by either party to be by notice to the other within sixty (60) days thereafter, and in either such case, this Lease shall terminate as of the estate therein, or any other part date when portion taken is required by the condemning authority to be vacated; and LESSOR may so terminate notwithstanding LESSOR's entire interest may have been divested. If after exercise of the building materially affecting Lessee's use of the premise, shall be taken by eminent domain, this lease Lease is not terminated, LESSOR shall terminate on the date when title vests Pursuant do such work as may be reasonably necessary to such takingrestore what may remain of The Premises to tenantable condition for LESSEE's use, if The rentPremises are affected, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee but shall not be entitled required to any part expend in restoration of The Premises, more than the award balance of damages LESSOR reasonably expects to be available for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expensesrestoration. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee The work shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made commenced within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.two

Eminent Domain. If Eminent domain proceedings resulting in the premises or any part thereof condemnation of the estate therein, or any other part of the building materially affecting LesseePremises and/or New Platform herein that leave the remaining portion usable by Amtrak for the Permitted Use for which the Premises and New Platform are leased, in Amtrak's use sole opinion, shall not result in the termination of this Lease. In the event that Amtrak, in its sole discretion, determines that the remaining portion of the premisePremises and/or the New Platform are not usable by Amtrak, Amtrak may terminate this Lease by giving written notice of termination to Lessor no more than ninety (90) days after Amtrak’s receipt of notice of condemnation or taking. The effect of such condemnation, should Amtrak determine not terminate this Lease, will be to terminate this Lease as to the portion of the Premises and/or the New Platform condemned and leave the Lease in effect as to the remainder of the Premises and/or the New Platform, with the Rent and all other costs and expenses provided for in the Lease shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant to adjusted accordingly. Compensation awarded as a result of such taking, The rent, and any additional rent condemnation shall be apportioned as the property of Lessor, except to the termination date, and any rent paid for any period beyond extent that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of is allocated as damages to fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event New Station and/or the New Platform which were furnished by Amtrak, damages for the value of Amtrak's leasehold estate or relocation expenses for Amtrak, which compensation shall be the property of Amtrak. If Lessor elects not to rebuild the New Station and/or the New Platform after condemnation, Amtrak may require Lessor to provide Amtrak with suitable alternative space to use as a partial destruction passenger station in the proximity of the premises during New Station and adjacent to the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyNew Platform.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises or any part thereof of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking Property is taken by right of --------------- eminent domain or any payment conveyed in lieu thereofthereof (either event a "Taking"), but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, such Taking prevents Tenant from conducting its business in the event Premises in a manner reasonably comparable to that conducted immediately before such Taking then Landlord may, at its expense, relocate Tenant to space reasonably comparable to the Premises, provided that Landlord notifies Tenant of a partial destruction its intention to do so within thirty (30) days after the Taking. Such relocation shall be for the remaining Term. Landlord shall complete any such relocation within forty-five (45) days after Landlord has notified Tenant of its intention to relocate Tenant. If Landlord does not elect to relocate Tenant following such Taking, then Tenant may terminate this Lease as of the premises during date of such Taking by giving written notice to Landlord within sixty (60) days after the term hereof from any causeTaking, Lessor and Rent shall forthwith repair be prorated on the same provided that same repairs can be made within 15 days under existing and regulationslater of the date of such Taking or the date Tenant actually vacates the Premises. After a Taking, but such partial destruction if Landlord does not terminate this leaseLease or relocate Tenant and Tenant does not terminate this Lease, except that Lessee then Rent shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee abated on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with basis as to that portion of the rent being proportionately ajusted aforesaid, Premises which was necessary for Tenant's business and in which was rendered untenantable by the event that lessor Taking. Rent shall not elect to make such repairs be reduced or abated for any condemnation which candoes not be made within 15 days,this lease may be terminated at the option of either partyconstitute a Taking.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises whole or any part thereof substantially the whole of the Building or of the Premises shall be condemned or taken in any manner for any public or quasi-public use or purpose, including any purchase or other acquisition in lieu of condemnation, this Lease and the term and estate thereinhereby granted shall cease and terminate as of the date of taking of possession for such use or purpose. If less than the whole or substantially the whole of the Building or of the Premises shall be so condemned or taken, the Landlord (whether or any other not the Premises be affected) may, at its option, by notice to Tenant, terminate this Lease and the term and estate hereby granted as of the date of the taking of possession for such use or purpose. In the event Landlord does not elect to terminate this Lease, then as to that portion of the Premises not so taken or condemned, the Rent, and the Operating Costs Base Amount shall be reduced pro-rata in accordance with the floor area of the Premises which may be so condemned or taken. Tenant's Percentage shall be equitably adjusted, and Landlord shall, at its expense, proceed with reasonable diligence to repair, alter and restore the remaining part of the building materially affecting Lessee's use of Premises to substantially their former condition to the premise, extent that the same may be reasonably feasible. Landlord shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to receive the entire award in any condemnation proceeding, including any award for the value of any unexpired term of this Lease, and Tenant shall have no claim against Landlord or against the proceeds of the condemnation (and Tenant shall also execute and deliver to Landlord such documents, in recordable form, as Landlord may require to confirm the same) except that Tenant shall have the right to claim and recover from the condemning authority compensation for Tenant's moving expenses, business interruption or taking of Tenant's personal property (not including Tenant's leasehold interest); provided that such damages may be claimed only if they are separately awarded and not out of or as part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned damages recoverable by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyLandlord.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If In case the premises or any part thereof whole of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, Leased Premises shall be taken by any public authority under the power of eminent domain, this lease shall terminate on domain or conveyed by LANDLORD under the date when title vests Pursuant to threat of such taking, The rent, and any additional rent the term of this Lease shall cease from the date the possession of the Leased Premises is required for the public purpose for which the same is taken or conveyed. In case a part of the Leased Premises shall be apportioned taken by any public authority under the power of eminent domain or conveyed by LANDLORD under the threat of such taking and such taking is not such as to destroy the usefulness of the termination dateLeased Premises for the operation of TENANT'S business thereon, this Lease shall remain in full force and any rent paid for any period beyond that date effect and there shall be repaid no reduction or abatement of rental. If, however, a partial taking does destroy the usefulness of the Leased Premises for the purpose of operation of TENANT'S business thereon, TENANT shall have the right, exercisable by the giving of notice to lesseeLANDLORD within ten (10) days after TENANT has been notified of such taking or conveyance, either to terminate this Lease or to continue in the remainder of the Leased Premises under and pursuant to the terms and provisions of this Lease. Lessee For the purposes hereof the condemnation (or conveyance under threat thereof) of land along the south side of the Leased Premises for purposes of widening of Lyncx Xxxd shall not be entitled cause for termination of this Lease so long as TENANT is not deprived of access to the Leased Premises. In case of a complete termination of this Lease under the circumstances provided in this Article, the portion of any prepaid payments by LANDLORD to TENANT or by TENANT to LANDLORD which is referable to a period of time subsequent to such termination shall be refunded. LANDXXXX xxxees that he will promptly furnxxx xx TENANT copies of any notices served upon LANDLORD by any public authority notifying LANDLORD of any proposed condemnation of any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyLeased Premises.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. 17.1. If after the premises or any part thereof execution of the estate therein, or any other part Sublease and prior to the expiration of the building materially affecting Lessee's use term of this Sublease, the whole of the premise, Subleased Premises shall be taken by under the power of eminent domain, then the term of this lease Sublease shall terminate on cease as of the date time when Sublessor shall be divested of its title vests Pursuant to such taking, The rentin the Subleased Premises, and any additional minimum rent shall be apportioned and adjusted as of the termination date, and any rent paid for any period beyond that date time of termination. 17.2. If only a part of the Subleased Premises shall be repaid to lessee. Lessee taken under the power of eminent domain, then if as a result thereof the Subleased Premises shall not be entitled reasonably adequate for the operation of the business conducted in the Subleased Premises prior to any the taking, Sublessor or Sublessee may, at its election, terminate the term of this Sublease by giving the other notice of the exercise of its election within twenty (20) days after it shall receive notice of such taking, and the termination shall be effective as of the time that Sublessee is dispossessed, and base rent shall be apportioned and adjusted as of the time of termination. If only a part of the award for such taking or any payment in lieu thereofSubleased Premises shall be taken under the power of eminent domain, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during if the term hereof from any causeof this Sublease shall not be terminated as aforesaid, Lessor then the term of this Sublease shall forthwith repair the same provided that same repairs can be made within 15 days under existing continue in full force and regulationseffect, but such partial destruction not terminate this leaseand Sublessor shall, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with after possession is required for public use, repair and rebuild what may remain of the rent being proportionately ajusted aforesaidleased Premises so as to put the same into condition for use and occupancy by Sublessee, and a just proportion of the base rent according to the nature and extent of the injury to the Subleased Premises shall be abated for the balance of the term of this Sublease and in addition business interruption and/or relocation aware are to be paid out of the event that lessor taking shall not elect be the property of and shall be paid to make the Sublessee. 17.3. Sublessor reserves to itself, and Sublessee assigns to Sublessor, all rights to damages accruing on account of any taking under the power of eminent domain or by reason of any act of any public or quasi public authority for which damages are payable. Sublessee agrees to execute such repairs which cannot be made within 15 days,this lease instruments of assignment as may be terminated at reasonably required by Sublessor in any proceeding for the option recovery of either party.In the event damages that the buildxxx xx xhich the demised premises may be situated destroyed recovered in such proceeding. It is agreed and understood, however, the Sublessor does not reserve to an extent of itself, and Sublessee does not less than one third replacement costs thereof lessor may elect assign to terminate lease whether the demised premises be injured Sublessor, any damages payable for movable trade fixtures installed by Sublessee or not.a total destruction of the building in which the premises n may be situated will terminate this leaseanybody claiming under Sublessee at its own cost and expense.

Eminent Domain. If 22.1 In case the premises whole of the Premises 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 (a “Taking”), this Lease shall terminate effective as of the date possession is required to be surrendered to said authority. In case only part of the Premises is subject to a Taking, but such part [or the Taking of any other portion of the Site] shall materially interfere with Tenant’s use and occupancy of the Premises, Tenant shall have the right to terminate this Lease effective as of the date possession is required to be surrendered to said authority. Tenant shall not 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; provided, however, that the foregoing shall not be deemed to prohibit Tenant from filing a separate claim at its sole cost and expense for an award or portion thereof separately designated for (a) relocation costs, (b) moving expenses, (c) the unamortized portion of the value of all Tenant Improvements or Changes performed in the Premises (or, if this Lease is not terminated, in the portion thereof subject to the Taking) and paid for by Tenant (such amortization to be calculated on a straight-line basis, without interest, over the Term of this Lease remaining as of the completion of such work). In the case of a Taking in which this Lease is not terminated, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant, and Landlord shall promptly proceed to restore the Premises to substantially their same condition prior to such partial Taking, and a proportionate allowance shall be made to Tenant for the rent corresponding to the time during which, and to the part of the Premises of which, Tenant shall be so deprived on account of such Taking and restoration. Nothing contained in this Paragraph shall be deemed to give Landlord any interest in any award separately made to Tenant for the taking of personal property and trade fixtures belonging to Tenant or for moving costs incurred by Tenant in relocating Tenant’s business. 22.2 In the event of a Taking of the Premises or any part thereof of the estate thereinfor temporary use, or any other part of the building materially affecting Lessee's use of the premise, (i) this Lease shall be taken by eminent domain, this lease and remain unaffected thereby and rent shall terminate on the date when title vests Pursuant to such taking, The rentnot xxxxx, and any additional rent (ii) Tenant shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to receive for itself such portion or portions of any part award made for such use with respect to the period of the award Taking which is within the Term, provided that if such Taking shall remain in force at the expiration or earlier termination of this Lease, Tenant shall then pay to Landlord a sum equal to the reasonable cost of performing Tenant’s obligations under Paragraph 14 with respect to surrender of the Premises and upon such payment shall be excused from such obligations. For purpose of this Subparagraph 22.2, a temporary taking shall be defined as a taking for such taking a period of 180 days or less. 22.3 Landlord and Tenant each hereby waive the provisions of California Code of Civil Procedure Section 1265.130 and any payment in lieu thereofother applicable existing or future law, but Lessee may file ordinance or governmental regulation providing for, or allowing either party to petition the courts of the state of California for, a claim for any termination of this lease upon a partial taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of Premises and/or the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyBuilding.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If In the premises or any part thereof event the whole of the estate thereinPremises, the Building or any other part of the building materially affecting Lessee's use of the premise, Project shall be taken by under the power of eminent domain, or sold to prevent the exercise thereof (collectively, a "TAKING"), this lease Lease shall automatically terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination datedate of such Taking. In the event of a Taking of such portion of the Project, the Building or the Premises as shall, in the opinion of Landlord, substantially interfere with Landlord's operation thereof, Landlord may terminate this Lease upon 30 days' written notice to Tenant given at any time within 60 days following the date of such Taking. For purposes of this Lease, the date of Taking shall be the earlier of the date of transfer of title resulting from such Taking or the date of transfer of possession resulting from such Taking. In the event that a portion of the Premises is so taken and this Lease is not terminated, Landlord shall, with reasonable diligence, proceed to restore (to the extent permitted by Law and covenants, conditions and restrictions then applicable to the Project) the Premises (other than Tenant' s personal property and fixtures, and any rent paid for any period beyond that date tenant improvements not constituting Building Standard Installations) to a complete, functioning unit. In such case, the Basic Annual Rent shall be repaid 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 lessee. Lessee perform each of its obligations under this Lease; in such case, Tenant shall not be entitled to any part receive the entire award allocable to the temporary Taking of the Premises. 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 for such taking or any payment in lieu thereof, but Lessee may file a claim therefor without deduction for any taking estate or interest of Tenant. Nothing contained in this Paragraph 10 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the condemning authority for the Taking of personal property or fixtures of Tenant or for relocation or business interruption expenses recoverable by Tenant from the condemning authority. This Paragraph 10 shall be Tenant' s sole and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, exclusive remedy in the event of a partial destruction Taking. Each party hereby waives the provisions of Sections 1265.130 and 1265.150 of the premises during California Code of Civil Procedure and the term hereof from provisions of any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction successor or other law of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partylike import.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If In the premises or any part thereof event the whole of the estate thereinPremises, the Building or any other part of the building materially affecting Lessee's use of the premise, Project shall be taken by under the power of eminent domain, or sold to prevent the exercise thereof (collectively, a “Taking”), this lease Lease shall automatically terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination datedate 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 time within sixty (60) days following the date of such Taking (provided, except to the extent a portion of the Premises is taken, Landlord shall not terminate this Lease unless Landlord terminates all similarly situated tenants). In the event a Taking of a portion of the Project, the Building or the Premises shall, in the reasonable opinion of Tenant, substantially interfere with Tenant’s operation thereof, Tenant may terminate this Lease upon thirty (30) days’ written Notice to Landlord given at any time within sixty (60) days following the date of such Taking. For purposes of this Lease, the date of Taking shall be the earlier of the date of transfer of title resulting from such Taking or the date of transfer of possession resulting from such Taking. In the event that a portion of the Premises is so taken and this Lease is not terminated, Landlord shall, with reasonable diligence, use commercially reasonable efforts to proceed to restore (to the extent permitted by Law and covenants, conditions and restrictions then applicable to the Project) the Premises (other than Tenant’s personal property and fixtures, and any rent paid for any period beyond that date above-standard tenant improvements) to a complete, functioning unit. In such case, the Basic Annual Rent shall be repaid 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 lessee. Lessee perform each of its obligations under this Lease; in such case, Tenant shall not be entitled to any part receive the entire award allocable to the temporary Taking of the Premises. 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 for such taking or any payment in lieu thereoftherefor, but Lessee may file a claim without deduction for any taking estate or interest of fixtures 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 improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, exclusive remedy in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyTaking.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises all or any part thereof of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, Project shall be taken by eminent domain proceedings (or sold to a government threatening to exercise the power of eminent domain), this lease the proceeds therefrom shall terminate be deposited with the Trustee in the Insurance and Eminent Domain Proceeds Fund in trust and shall be applied and disbursed by the Trustee as follows: (1) If the Trustee is furnished with the report specified in Section 6.17(a)(3) to the effect that such eminent domain proceedings have not materially affected the operation of the Project or the ability of the Authority to meet any of its obligations hereunder, and if such report states that such proceeds are not needed for repair or such rehabilitation of the Project, the Trustee shall treat proceeds as Revenues and shall apply such proceeds as provided in Section 5.02. (2) If the Trustee is furnished with the report specified in Section 6.17(a)(3) to the effect that such eminent domain proceedings have not materially affected the operation of the Project or, even if they have, that such proceedings have not materially affected the ability of the Authority to meet any of its obligations hereunder, and if such report states that such proceeds are needed for repair or rehabilitation of the Project, the Trustee shall pay to the Authority, or to its order, from said proceeds such amounts as the Authority may expend for such repair or rehabilitation, upon the filing with the Trustee of Requisitions of the Authority specifying the amount to be disbursed and certifying that such amounts have been or will be used to repair or rehabilitate the Project. (3) The Trustee shall be provided, at the expense of the Authority, the report of an independent engineer or other independent professional consultant regarding the extent of such eminent domain proceedings and its effect on the date when title vests Pursuant ability of the Authority to meet its obligations under this Trust Agreement and whether the proceeds from the eminent domain proceedings are needed for the repair or rehabilitation of the Project. (b) If less than all of the Project shall have been taken in such eminent domain proceedings, and if the Trustee is furnished a report of an independent engineer concluding that such eminent domain proceedings have materially affected the operation of the Project or the ability of the Authority to meet any of its obligations hereunder, the Trustee shall apply such proceeds to the redemption of Bonds in the manner provided in Article IV, but only upon the receipt by the Trustee of a Request of the Authority directing such redemption. (c) If all of the Project shall have been taken in such eminent domain proceedings and if such proceeds, together with any other moneys then available to the Trustee for the purpose, are sufficient to provide for the payment of the entire amount of principal then due or to become due upon the Bonds, together with the interest thereon, so as to enable the Authority to retire all of the Bonds then Outstanding by redemption or by payment at maturity, then the Trustee shall apply such proceeds to the payment of such interest and to such takingretirement, The rentbut only upon the receipt by the Trustee of a Request of the Authority directing such redemption. Alternatively, if the Authority determines that such amounts are insufficient to provide moneys for the purposes specified in the preceding sentence, then the Trustee shall apply such proceeds in accordance with the provisions of Section 7.02 to the extent that the same may be applicable. (d) After all of the Bonds have been retired and the entire amount of principal due or to become due upon the Bonds, together with the interest thereon, has been paid in full, and any additional rent all other sums required to be paid hereunder by the Authority have been paid in full, the Trustee shall pay the remainder of such proceeds to the City and the Authority in accordance with their respective interests pursuant to a Certificate of the Authority. (e) The determination of whether to repair the property, to treat the net proceeds as Revenues or to apply the net proceeds to the redemption of Bonds shall be apportioned as made not more than 90 days after the date of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereofsale. The Authority shall, but Lessee may file a claim for any taking immediately upon making such determination, notify the Trustee of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyits determination.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If In the premises or any part thereof event the whole of the estate thereinPremises, the Building or any other part of the building materially affecting Lessee's use of the premise, Project shall be taken by under the power of eminent domain, or sold to prevent the exercise thereof (collectively, a “Taking”), this lease 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 time within sixty (60) days following the date of such Taking; provided, however, that (i) Landlord shall only have the right to terminate this Lease as provided herein if Landlord terminates the leases of all tenants in the Building similarly affected by the taking, and (ii) to the extent that the Premises are not adversely affected by such taking and Landlord continues to operate the Building as an office building, Landlord shall not terminate this Lease. For purposes of this Lease, the date of Taking shall be the earlier of the date of transfer of title resulting from such Taking or the date of transfer of possession resulting from such Taking. In the event that a portion of the Premises is so taken and this Lease is not terminated, Landlord shall, to the extent of proceeds paid to Landlord as a result of the Taking, with reasonable diligence, use commercially reasonable efforts to proceed to restore (to the extent permitted by Law and covenants, conditions and restrictions then applicable to the Project) the Premises (other than Tenant’s personal property and fixtures, and above-standard tenant improvements) to a complete, functioning unit. In such case, the Base Rent and Additional 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 of less than one hundred eighty (180) days, this Lease shall remain in full force and effect and Tenant shall continue to perform each of its obligations under this Lease; in such case, Tenant shall be entitled to receive the entire award allocable to the temporary Taking of the Premises. If more than twenty-five percent (25%) of the rentable square feet of the Premises is taken or if access to Tenant’s Premises is permanently blocked as a result of such Taking, Tenant, by providing written notice within thirty (30) days following the notice of such Taking, shall have the option to terminate this Lease effective as of the date when title vests Pursuant possession is required to such takingbe surrendered to the authority. Except as provided herein, The rentTenant shall not assert any claim against Landlord or the condemning authority for, and hereby assigns to Landlord, any additional rent 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. All Rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date of such termination. Nothing contained in this Paragraph 10 shall be repaid deemed to lesseegive 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. Lessee This Paragraph 10 shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures Tenant’s sole and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, exclusive remedy in the event of a partial destruction of Taking. This Lease sets forth the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing terms and regulations, but such partial destruction not conditions upon which this Lease may terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at of a Taking. Accordingly, the option parties waive the provisions of either party.In the event that California Code of Civil Procedure Section 1265.130 and any successor or similar statutes permitting the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect parties to terminate lease whether the demised premises be injured or not.a total destruction this Lease as a result of the building in which the premises n may be situated will terminate this leasea Taking.

Eminent Domain. If forty percent (40%) or more of the rentable space in the Building or if such portion of the Premises as, in Tenant’s reasonable judgment, makes the balance of the Premises after restoration being made untenantable or otherwise unsuitable for Tenant’s use and requirements, shall be lawfully taken or condemned or conveyed under threat of such taking or condemnation, for any public or quasi-public use or purpose (such taking, condemnation or conveyance being referred to herein as a “Taking”), the Term of this Lease shall end upon, and not before, the date of the taking of possession by the condemning authority. If the premises or any part thereof of Lease is not so terminated, and the estate thereinPremises has been reduced in size, or any other then Basic Monthly Rent shall be reduced in proportion to the part of the building materially affecting Lessee's use Premises which is unusable by Tenant in the conduct of its business. Tenant hereby assigns to Landlord the premise, shall be taken entire amount of any award/settlement made by eminent domain, this lease shall terminate on the date when title vests Pursuant to reason of such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lesseeTaking. Lessee shall not be entitled to any If a material part of the award for Building is condemned or taken or if a substantial alteration or reconstruction of the Building shall, in Landlord’s opinion, be necessary or desirable as a result of such taking or any payment in lieu thereofTaking, but Lessee Landlord may file a claim for any taking terminate this Lease by written notice to Tenant within thirty (30) days after the date of fixtures and improvements owned by lessee and for any moving expensesthe Taking. DESTRUCTION OF PREMISES, Each party waives the provisions of Code of Civil Procedure Section 1265.130 allowing either party to petition the superior court to terminate the Lease in the event of a partial destruction taking of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee Premises. Nothing herein contained shall be entitled proportionate reduction deemed or construed to prevent Tenant from interposing and prosecuting in any Taking proceedings a claim for the value of rent while such repairs are being any fixtures or improvements installed in or made based upon to the extent to which the making Premises by Tenant, or for its costs of moving or loss of business by reason of such shall Taking, so long as such claim does not interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidor restrict Landlord’s claims for, and in the event that lessor shall does not elect reduce, any award or settlement payable to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyLandlord.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises all or any part thereof of the estate therein, or any other material part of the building materially affecting Lessee's Premises or the parking lot is taken for public or quasi-public use by a governmental authority under the power of eminent domain or is conveyed to a governmental authority in lieu of such taking (a “taking”), Landlord may terminate this Lease by written notice to Tenant within thirty (30) days after the taking. If all or any material part of the premisePremises is taken, shall and if in any such case the taking causes the remaining part of the Premises to be taken untenantable and inadequate for use by eminent domainTenant for the purpose for which they were leased, this lease shall terminate on in Tenant’s reasonable opinion, then Tenant, at its option and by giving notice within thirty (30) days after the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned may terminate this Lease as of the termination date, and any rent paid for any period beyond that date shall be repaid Tenant is required to lesseesurrender possession of the Premises. Lessee shall not be entitled to any If part of the award Premises is taken but the remaining part is tenantable and adequate for Tenant’s use, then this Lease shall be terminated as to the part taken as of the date Tenant is required to surrender possession, and, unless Landlord shall have terminated this Lease pursuant to the foregoing provisions, Landlord shall make such taking repairs, alterations and improvements as may be necessary to render the part not taken tenantable, and the Rent shall be reduced in proportion to the part of the Premises taken. If all or any payment material part of the Premises is taken, and if in lieu thereofany such case the taking causes the remaining part of the Premises to be untenantable and inadequate for use by Tenant for the purpose for which they were leased, but Lessee then Tenant, at its option and by giving notice within thirty (30) days after the taking, may file a claim for any taking terminate this Lease as of fixtures and improvements owned by lessee and for any moving expensesthe date Tenant is required to surrender possession of the Premises. DESTRUCTION OF PREMISESNotwithstanding anything to the contrary herein set forth, in the event of a partial destruction the taking is temporary (for less than the remaining Term of the premises during Lease), Landlord may elect either (i) to terminate this Lease or (ii) permit Tenant to receive the term hereof entire award attributable to the Premises in which case Tenant shall continue to pay Rent and this Lease shall not terminate. All compensation awarded for the taking shall be the property of Landlord without any deduction therefrom for any estate of Tenant, and Tenant hereby assigns to Landlord all its right, title and interest in and to the award. Tenant shall have the right, however, to recover from the governmental authority, but not from Landlord, such compensation as may be awarded to Tenant on account of any causeimprovements made to the Premises at Tenant’s cost, Lessor shall forthwith repair moving and relocation expenses. loss of good will and the same business as a going concern and removal of Tenant’s Personal Property, provided that same repairs can any such award to Tenant will not reduce the award which would otherwise be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyLandlord.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If In case the premises whole of the Premises, or any such part thereof as, in the reasonable determination of Landlord, shall substantially interfere with Tenant's use and occupation thereof, or such portion of the estate thereinBuilding or Project as, or any other part in the reasonable determination of the building materially affecting LesseeLandlord, shall substantially interfere with Landlord's use of the premiseability to perform its obligations under this Lease, 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, this lease shall terminate on the date when title vests Pursuant or be sold in lieu of or to prevent such taking, The rent, and any additional rent either party shall be apportioned have the right to terminate this Lease effective as of the termination date, and any rent paid for any period beyond that date shall possession is required to be repaid surrendered to lesseesaid authority. Lessee shall not be entitled to any part In the case of a taking of a portion of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISESPromises, in the event the amount of a partial destruction property or the type of estate taken shall not, in the premises during the term hereof from any causereasonable determination of Landlord, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall substantially interfere with the business conduct of lessee on Tenant's business, Landlord shall promptly proceed to restore the premises Premises to substantially their same condition prior to such repairs cannot to made within said 15 days lessor option may make partial taking (less the same within a reasonable time continuing portion thereof lost in effect with the rent being proportionately ajusted aforesaidsuch condemnation), and in the event that lessor Base Rent and Tenant's Share shall not elect be proportionately reduced by the portion of Premises which Tenant shall have been deprived of on account of said taking, effective as of the date possession is required to make such repairs which cannot be made within 15 days,this lease may be terminated at surrendered to the option of either party.condemning authority. In the event event, however, that such taking is for temporary use only, this Lease shall continue in full force and effect, and Tenant shall continue to comply with all of the provisions hereof, except as such compliance shall be rendered impossible or impracticable by reason of such temporary taking. Rent shall xxxxx during the course of a temporary taking of the Premises or a portion thereof to the extent and for the period of time that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs Premises or portion thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this leaseso taken shall have been rendered untenantable.

Eminent Domain. If the premises entire Real Estate, Building or the Premises shall be appropriated or purchased pursuant to any part statute or right of eminent domain, or such a portion thereof that Lessee is unable to conduct its business efficiently, economically and without substantial impairment, this Lease shall be terminated effective as of the estate thereindate it shall be necessary for the Premises to be turned over to the taking authority by reason of such appropriation or purchase, or any other part If this Lease shall terminate as herein provided, then Lessor and Lessee shall be released and discharged from all obligations and liabilities hereunder from and after the effective date of such termination. If a portion of the building materially affecting Lessee's use of Real Estate, Building or the premisePremises1 as described above, shall be taken by eminent domainso appropriated or purchased, and a part thereof remains which will enable Lessee to conduct its business efficiently, economically, and without substantial i111painnent, Lessor shall proceed with all reasonable speed to, complete the repair, replacement and restoration o:f the remainder of the Building, Premises, and Common Areas to a condition which shall be as nearly equivalent as feasible to the condition in which the Premises were immediately prior to such appropriation or purchase. In such case; this lease Lease shall terminate continue in force and effect, in which event a proportionate allowance shall be made to Lessee on the date when title vests Pursuant to such taking, The rent, rent and other charges herein before stipulated for the remainder of the term of this Lease and any additional extension thereof, corresponding to the portion of the Premises of which Lessee is deprived. A proportionate allowance shall also be made to Lessee against the rent and other charges corresponding to the portion of the remainder of the Xxxxxx.xx of which and to the time during which Lessee is so deprived by reason of repairs, replacement or restoration. Notwithstanding the aforesaid; if a portion of the Premises shall be apportioned so appropriated or purchased during the last year of the term of this Lease, Lessee shall have the right to terminate this Lease effective as of the termination datedate of such appropriation or purchase, by written notice to Lessor, and any rent paid Lessor and. Lessee sha11 be released and discharged front all obligations. and liabilities. hereunder from and after the date of such termination. If this Lease is terminated as aforesaid, Lessor and Lessee may assert their separate claims against the taking authority at their own expense for compensation as their respective interests in the real estate and leasehold improvements may appear, and may retain the proceeds resulting from their respective efforts, or for any period beyond that other damages to their business. For the purpose of this section, the phrase “term of this Lease” shall mean the next renewal term of this Lease if Lessee, at any time prior to the expiration of fifteen (15) days after the date of possession is taken by the authority, shall be repaid have exercised Lessee’s next option to lesseeextend the term as provided herein. Lessee Any such appropriation or purchase shall not operate as or be entitled to any part deemed an eviction of the award Lessee or a breach of Lessor’s covenant for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyquiet enjoyment.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. (a) If the premises whole of the Premises should be taken by any public or quasi-public authority under the power or threat of eminent domain during the Term, or if a substantial portion of the Premises should be taken so as to materially impair the use of the Premises contemplated by Xxxxxx, and thereby frustrate Xxxxxx's purpose in entering into this Lease, then, in either of such events, this Lease shall terminate at the time of such taking. All compensation and damages payable for or on account of the buildings and improvements located on the Property and constituting a part of the Premises shall be divided among Landlord and Tenant, as follows: (1) All compensation and damages payable for or on account of buildings and improvements constructed by Xxxxxx having a remaining useful life less than the remaining Term as of the date of such taking shall be payable to and be the sole property of Tenant as its interests may appear; and (2) A proportionate share of all compensation and damages payable for or on account of buildings and improvements constructed by Tenant having a remaining useful life greater than the remaining Term as of the date of such taking, determined by the ratio that the then remaining Term bears to the then remaining useful life of such buildings and improvements, shall be payable to and be the sole property of Tenant, as its interests may appear, and the remaining share thereof shall be payable to and be the sole property of Landlord. (b) No taking of any leasehold interest in the Premises or any part thereof shall terminate or give Tenant the right to surrender this Lease, nor excuse Tenant from full performance of its covenants for the estate therein, payment of rent and other charges or any other part obligations hereunder capable of performance by Xxxxxx after any such taking, but in such case all compensation and damages payable for or on account of such taking shall be payable to and be the sole property of Xxxxxx and Lender. (c) Should Landlord and Tenant for any reason disagree (i) as to whether any portion of the building Premises taken is so substantial as materially affecting Lessee's to impair the use of the premisePremises contemplated by Xxxxxx, shall be taken by eminent domain, this lease shall terminate (ii) on the date when title vests Pursuant to such taking, The rent, and division of any additional rent shall be apportioned as of the termination date, and any rent compensation or damages paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part 6r on account of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned all or any portion of the Premises, or (iii) on the amount by lessee and for any moving expenses. DESTRUCTION OF PREMISES, which the rent payable by Tenant hereunder is to be equitably reduced in the event of a partial destruction of the premises during the term hereof from any causetaking, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidthen, and in any of such events, the event that lessor matter shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at determined by arbitration in the option of either partymanner provided in Section 30 hereof.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. (a) If the premises or any part thereof whole of the estate thereinPremises is condemned or purchased in lieu of condemnation by any competent authority, for any public purpose, this lease agreement shall terminate from the time when possession by the authority is required and the rent shall be prorated to the termination date. (b) If a portion of the Premises is condemned or purchased in lieu of a condemnation by any competent authority for any public purpose and the portion of the Premises remaining cannot be effectively utilized for LESSEE's business, LESSEE may terminate this lease aqreement by giving LESSOR written notice within 20 days after receipt of notice of the condemnation from LESSOR or, in the absence of such notice, within a reasonable time after the taking occurs. If LESSEE is entitled to terminate this lease agreement and does so, rent shall be prorated to the date the condemning authority takes possession. If LESSEE is not entitled to terminate this lease agreement, or any if it does not exercise its option to terminate, then LESSEE will be responsible for the full rent to the date of such taking or purchase; thereafter the rent shall be reduced proportionately as the usable improved area of the remaining Premises compares to the usable improved area of the Premises before the taking or purchase. If the taking or purchase involves an unimproved portion of the Premises other than a parking area, the rent shall not be reduced. (c) If a substantial or material part of the building materially affecting Lessee's use improved portion of the premise, shall be Premises is taken by eminent domaincondemnation or by deed in lieu of condemnation and LESSOR decides not to restore the premises, LESSOR may, upon reasonable prior notice to LESSEE, terminate this lease agreement. (d) If this lease agreement is not terminated by either party as provided herein, LESSOR shall terminate on apply the date when title vests Pursuant proceeds of condemnation received by LESSOR to such taking, The rent, and any additional rent shall be apportioned as restoration of the termination datePremises to the extent necessary, and any rent paid for any period beyond that date but in no event shall LESSOR be repaid obligated to lessee. Lessee shall not be entitled use funds in excess of the proceeds of condemnation to restore the Premises. (e) If all or any part of the Addition is taken and this lease agreement is terminated by either party, LESSOR and LESSEE agree that the portion of the condemnation award for such taking or allocated to the value of the Addition shall be allocated between LESSOR and LESSEE as follows: (i) Until LESSEE installs Tenant Improvements 82% of the award shall go to LESSOR, 18% to LESSEE. (ii) After LESSEE installs Tenant Improvements, the award shall be divided according to a formula to be agreed upon by LESSOR and LESSEE reflecting the proportionate equities of the parties in the Addition. (f) If portions of the Premises other than the Addition are taken and this lease agreement is terminated by either Party, any payment in lieu thereof, but Lessee may file award belongs solely to LESSOR and LESSEE waives any right to make a claim for any taking portion of fixtures and improvements owned by lessee and the award except for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction portion of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent award allocated to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor LESSEE's trade fixtures. (g) LESSEE shall not elect to make such repairs which canbe precluded from pursuing any claim allowed by Florida law against the condemning authority so long as that claim does not be made within 15 days,this lease may be terminated at the option of either partydiminish LESSOR's award as described above.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. (a) If the premises all or any part thereof of the estate therein, or any other part of the building materially affecting LesseeDemised Premises shall be taken for any public or quasi-public use by virtue of the exercise of the power of eminent domain or by purchase in lieu thereof, this Lease shall terminate as to the part so taken as of the date of taking, and, in the case of a partial taking, either Landlord or Tenant shall have the right to terminate this Lease as to the balance of the Demised Premises by written notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be 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 premisebalance of the Demised Premises. If title to so much of the Building is taken that a reasonable amount of reconstruction thereof will not in Landlord's sole discretion result in the Building being a practical improvement and reasonably suitable for use for the purpose for which it is designed, shall be taken by eminent domain, then this lease Lease shall terminate on the date when title vests Pursuant to such takingthat the condemning authority actually takes possession of the part so condemned or purchased. (b) If this Lease is terminated under the provisions of this Article 35, The rent, and any additional rent Rent shall be apportioned and adjusted as of the termination datedate of termination. Tenant shall have no claim against Landlord or against the condemning authority for the value of any leasehold estate or for the value of the unexpired Lease Term provided that the foregoing shall not preclude any claim that Tenant may have against the condemning authority for the unamortized cost of leasehold improvements, to the extent the same were installed at Tenant's expense (and not with the proceeds of the Construction Allowance), or for loss of business, moving expenses or other consequential damages, in accordance with subparagraph (d) below. (c) If there is a partial taking of the Building and this Lease is not thereupon terminated under the provisions of this Article 35, then this Lease shall remain in full force and effect, and Landlord shall, within a reasonable time thereafter, repair or reconstruct the remaining portion of the Building to the extent necessary to make the same a complete architectural unit; provided that in complying with its obligations hereunder Landlord shall 29 35 not be required to expend more than the net proceeds of the condemnation award which are paid to Landlord. (d) All compensation awarded or paid to Landlord upon a total or partial taking of the Demised Premises or the Building shall belong to and be the property of Landlord without any rent paid for any period beyond that date participation by Tenant. Nothing herein shall be repaid construed to lesseepreclude Tenant from prosecuting any claim directly against the condemning authority for loss of business, for damage to, and cost of removal of, trade fixtures, furniture and other personal property belonging to Tenant, and for the unamortized cost of leasehold improvements to the extent same were installed at Tenant's expense (and not with the `proceeds of the Construction Allowance), provided, however, that no such claim shall diminish or adversely affect Landlord's award. Lessee In no event shall not be entitled Tenant have or assert a claim for the value of any unexpired term of this Lease. Subject to the foregoing provisions of this subparagraph (d), Tenant hereby assigns to Landlord any and all of its right, title and interest in or to any compensation awarded or paid as a result of any such taking. (e) Notwithstanding anything to the contrary contained in this Article 35, if, during the Lease Term, the use or occupancy of any part of the award Building or the Demised Premises shall be taken or appropriated temporarily for any public or quasi-public use under any governmental law, ordinance, or regulations, or by right of eminent domain, this Lease shall be and remain unaffected by such taking or any payment appropriation and Tenant shall continue to pay in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned full all Rent payable hereunder by lessee and for any moving expensesTenant during the Lease Term. DESTRUCTION OF PREMISES, in In the event of a partial destruction of the premises during the term hereof from any causesuch temporary appropriation or taking, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee Tenant shall be entitled proportionate reduction to receive that portion of rent while such repairs are being made based upon any award which represents compensation for the extent to which loss of use or occupancy of the making of such shall interfere with Demised Premises during the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidLease Term, and in Landlord shall be entitled to receive that portion of any award which represents the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at cost of restoration and compensation for the option loss of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured use or not.a total destruction occupancy of the building in which Demised Premises after the premises n may be situated will terminate this leaseend of the Lease Term.

Eminent Domain. If the premises whole or any part thereof of the estate therein, or any other a substantial part of the building materially affecting Lessee's Building is taken or condemned for a public or quasi-public use under any statute or by right of eminent domain by any competent authority or sold in lieu of such taking or condemnation, such that in the premise, shall be taken by eminent domainopinion of Landlord the Building is not economically operable as before without substantial alteration or reconstruction, this lease Lease shall automatically terminate on the date when title vests Pursuant that the right to such possession shall vest in the condemning authority (the “Taking Date”), with Rent being adjusted to said Taking Date, and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. Tenant shall have no claim against Landlord and no claim or right to any portion of any amount that may be awarded as damages or paid as a result of any taking, The rent, and any additional rent shall be apportioned as condemnation or purchase in lieu thereof; all rights of the termination date, and any rent paid for any period beyond that date shall be repaid Tenant thereto are hereby assigned by Tenant to lesseeLandlord. Lessee shall not be entitled to If any part of the award Demised Premises is so taken or condemned and this Lease is not terminated in accordance with the foregoing provisions of this Section, this Lease shall automatically terminate as to the portion of the Demised Premises so taken or condemned, as of the Taking Date, and this Lease shall continue in full force as to the remainder of the Demised Premises, with Rent abating only to the extent of the Demised Premises so taken or condemned; provided, however, that if the remaining portion of the Demised Premises is no longer suitable for the Permitted Use, then Tenant shall have the right to terminate this Lease by providing written notice thereof to Landlord within thirty (30) days after the Taking Date. Tenant may pursue Tenant’s own claim for damages in any such taking or any payment condemnation, provided, however, Tenant’s claim may in lieu thereofno way impact upon, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall reduce or otherwise interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyLandlord’s claim or award.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises entire Improved Leased Premises shall be taken by reason of condemnation or any part thereof under eminent domain proceedings, Lessee may terminate this Lease as of the estate therein, or any other part date when possession of the building materially affecting Lessee's use Improved Leased Premises is so taken by the condemning entity. If a portion of the premiseImproved Leased Premises, including without limitation the building, site improvements, parking or access, shall be taken under eminent domain or by eminent domainreason of condemnation to such an extent that the taking materially adversely affects Lessee’s use of the Improved Leased Premises, Lessee shall have the option to terminate this lease Lease by written notice to Lessor within forty-five (45) days of such taking. If this Lease is not so terminated, Lessee may at its sole cost and expense, and with a contractor acceptable to Lessor, restore the remaining portions of the Improved Leased Premises as Lessee deems necessary or appropriate (subject to applicable law). In such event, rent shall terminate on be equitably adjusted commensurate with the date when title vests Pursuant partial taking. For purposes of this Section 18, (i) a partial taking shall be deemed to include loss or impairment of access to and from the Improved Leased Premises and (ii) grants or conveyances made in lieu or in anticipation of or under threat of a taking or condemnation shall be deemed a taking. Both parties shall pursue their own damage awards with respect to any such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except however that Lessee shall be entitled proportionate reduction to, and nothing herein shall prevent Lessee from seeking, an award for taking of rent while such repairs are being made based upon or damage to Lessee’s trade fixtures and any award for Lessee’s moving expenses, so long as said awards do not diminish the extent award to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyLessor is entitled.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If during the premises Lease term all or any part thereof of the estate therein, or any other a substantial part of the building materially affecting Lessee's use of the premise, shall Leased Premises be taken by eminent domain, this lease Agreement shall terminate on as of, and the Rent shall be apportioned to and xxxxx from and after, the date when of taking, and Tenant shall have no right to participate in any award or damages for such taking and hereby assigns all of its right, title vests Pursuant and interest therein to Landlord. For purposes of this Paragraph, "a substantial part of the Leased Premises" shall mean such part thereof that the remainder of the Leased Premises is rendered inadequate and cannot practicably be repaired and improved so as to be made adequate to permit Tenant to carry on its business to substantially the same efficiency as before the taking. If during the Lease term less than a substantial part of the Leased Premises (as hereinabove defined) be taken by eminent domain, this Agreement shall remain in full force and effect according to its terms; and Tenant shall have no right to participate in any award or damages for such taking and hereby assigns all of its right, title and interest therein to Landlord, and Landlord shall at its expense, up to but not in excess of the amount of the award or damages received, promptly make such repairs and improvements as shall be necessary to make the remainder of the Leased Premises adequate to permit Tenant to carry on its business to substantially the same extent and with substantially the same efficiency as before the taking. If, as a result of such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the Building is rendered permanently or temporarily unusable, the Annual Rent shall be reduced in an amount as may be fair and reasonable; however, not to exceed forty percent (40%) of the proportion which the Building Area so taken or made unusable bears to the building area space usable by Tenant prior to such taking. If the unuseability is temporary, the rental abatement shall be apportioned from the date of taking to the date when full usability is restored. If the taking shall not render any part of the Building unusable, there shall be no abatement of Rent. For the purpose of this Section, "taking under the power of eminent domain" shall include a negotiated sale or lease and transfer of possession to a condemning authority under bona fide threat of condemnation for public use, and Landlord alone shall have the right to negotiate with the condemning authority and conduct and settle all litigation connected with the condemnation. As hereinabove used, the words "award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISESdamages" shall, in the event of such sale or settlement, include the purchase or settlement price. Nothing herein shall be deemed to prevent Tenant from claiming and receiving from the condemning authority, if legally payable, compensation for the taking of Tenant's own tangible property and damages for Tenant's loss of business, business interruption, or removal and relocation. In no event shall a partial destruction taking of less than ten percent (10%) be deemed a taking of a "substantial part of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyLeased Premises".In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises or any part thereof whole of the estate therein, Building or any other part the whole of the building materially affecting Lessee's use of the premise, Premises shall be taken by the exercise of the power of eminent domaindomain or pursuant to any agreement in lieu of the exercise of such power (hereinafter called a "Condemnation Proceeding"), then this lease Lease shall terminate as of the date of the taking of possession by or the vesting of title in the condemning authority (such date being hereinafter called the "Taking Date"). If less than the whole of the Building or less than the whole of the Premises shall be taken in a Condemnation Proceeding, Tenant may at Tenant's option terminate this Lease as of the Taking Date by giving notice of Tenant's exercise of such option within sixty (60) days after the Taking Date, provided that as a result of such taking Landlord shall have reasonably determined that the Premises (or the remaining portion thereof) may no longer be adequately used for the Permitted Use. If a portion of the Premises shall be taken and Tenant shall not exercise Tenant's option to terminate this Lease or if such taking shall not give rise to such option to terminate, then this Lease shall terminate on the date when title vests Pursuant Taking Date only as to such taking, The rentthat portion of the Premises so taken but shall remain in full force and effect with respect to that portion of the Premises not so taken, and any additional rent the Rent and other charges payable by Tenant hereunder shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, reduced in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building ratio in which the premises n may diminution of the rentable square footage of the Premises following the Taking Date shall bear to the rentable square footage thereof immediately prior to such Taking Date. Except as otherwise ordered by the court in a Condemnation Proceeding, all income, rent, awards or interest derived from any Condemnation Proceeding shall belong to and be situated will terminate the property of Landlord, but this leaseshall not preclude Tenant from making an independent claim for the value of Tenant's personal property which Tenant is entitled to remove under this Lease in such Condemnation Proceeding and Tenant's relocation expenses provided that such claim does not result in a reduction of Landlord's award.

Eminent Domain. 13.01 If the premises or any part thereof of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, Premises shall be taken or condemned for a public or quasi-public use or shall be sold by Landlord or the landlord under the Master Lease to any entity having the right of eminent domaindomain after notice of intent to exercise such right has been given to Landlord by such entity, this lease Lease shall immediately terminate on as to the part so taken, condemned or sold. If a part of the Premises remains which is susceptible of the reasonable conduct of the business of Tenant, as determined by Landlord, this Lease shall remain in full force and effect as to the portion of the Premises not so taken, condemned or sold, as the case may be, but the rent payable under this Lease shall be adjusted so that Tenant shall be required to pay for the remainder of the term only the proportion of the rent as the area measured in square feet of the part remaining after the taking or sale bears to the total area measured in square feet of the Premises at the date of taking or sale; provided, however, that Landlord shall have the option to terminate this Lease in its entirety as of the date when title to the part so taken or sold vests Pursuant in the condemner or purchaser by giving Tenant notice in writing of Landlord's election to so terminate within ten (10) days after the date of such takingtaking or sale, The rentas the case may be. 13.02 If the entire Premises, and any additional rent or such substantial part of the Premises is taken, condemned or sold so that there does not remain a portion susceptible of the reasonable conduct of Tenant's business, as determined by Landlord, this Lease shall be apportioned terminate as of the termination datedate of taking or sale. 13.03 If a part or all of the Premises are taken, condemned or sold, all compensation awarded upon such taking or condemnation or the payment made upon any such sale (except any compensation specifically awarded for the taking of any of Tenant's trade fixtures or personal property or both, or for Tenant's relocation costs associated with such a taking or sale) shall go to Landlord and Tenant shall have no claim thereto, and Tenant hereby irrevocably assigns and transfers to Landlord any rent paid for any period beyond that date shall be repaid right to lessee. Lessee shall not be compensation or damages to which Tenant may become entitled during the term of this Lease by reason of the permanent or temporary condemnation or sale to any the condemning authority of all, or a part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyPremises.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. (a) If the premises or any part thereof whole of the estate thereinPremises shall be acquired or condemned by Eminent Domain for any public or quasi public use or purpose, then and in that event, the term of this Lease 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 and assigns to Landlord, Tenant’s entire interest in any such award. Tenant shall have the right to make an independent claim to the condemning authority for the value of Tenant’s construction expenses and fixtures in the Premises, moving expenses and personal property, trade fixtures and equipment, provided Tenant is entitled pursuant to the terms of the Lease to remove such property, trade fixtures and equipment at the end of the term and provided further such claim does not reduce Landlord’s award. (b) If in the event of partial condemnation of the Premises, the remaining portion of the Premises is not reasonably suitable for use by Tenant including, without limitation, a reduction in the size of the Premises so that Tenant cannot conduct its business therein in the same manner as previously, or any other part of the building access thereto is materially affecting Lessee's use of the premiseimpaired, shall be taken by eminent domain, then this lease Lease shall terminate on the date when of vesting of title vests Pursuant in the condemning authority (and Landlord shall undertake commercially reasonable efforts to give the Tenant not less than one hundred twenty (120) days prior written notice of such taking, The rent), and Tenant shall have no claim against Landlord for the value of any additional rent shall be apportioned as unexpired portion of the termination dateTerm of this Lease, and any rent paid for any period beyond that date nor shall be repaid to lessee. Lessee shall not Tenant be entitled to any part of the condemnation award or private purchase price but Tenant shall have the right to make an independent claim in accordance with the provisions of Article 21(a) of this Lease. Except to the extent provided for such taking in Article 21(a) or any payment in lieu thereofthe foregoing sentence, if less than substantially all of the Premises is condemned, this Lease shall not terminate, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, rent shall xxxxx in proportion to the event of a partial destruction portion of the premises during Premises condemned and Landlord will restore with reasonable diligence the term hereof from any cause, Lessor shall forthwith repair remaining portions of the Premises as nearly as practicable to the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon condition it was in prior to the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partycondemnation.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises entire Premises shall be substantially taken (either temporarily or permanently) for public purposes, or in the event Landlord shall convey or lease the Premises to any part thereof public authority under threat of condemnation or taking, the rent shall be adjusted to the date of such taking or leasing or conveyance, and this Lease shall thereupon terminate. If only a portion of the estate thereinPremises shall be so taken, leased or any other part condemned, and as a result of such partial taking, Tenant in Tenant’s reasonable opinion, is reasonably able to use the remainder of the building materially affecting Lessee's use of Premises for the premisepurposes intended hereunder, then this Lease shall be taken by eminent domainnot terminate, this lease shall terminate on but, effective as to the date when title vests Pursuant to of such taking, The leasing or condemnation, the rent hereunder shall be abated in any amount thereof proportionate to the area of the Premises so taken, leased or condemned. If, following such partial taking, Tenant shall not be reasonably able to use the remainder of the Premises for the purposes intended hereunder, then this Lease shall terminate as if the entire Premises had been taken, leased or condemned. In the event of a taking, lease or condemnation as described in this Section, whether or not there is a termination hereunder, Tenant shall have no claim against Landlord other than an adjustment of rent, and any additional rent shall be apportioned as to the date of the termination datetaking, lease or condemnation, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee Tenant shall not be entitled to any part portion of any amount that may be awarded as damages or paid as a result or in settlement of such proceedings or threat, provided, however, that Tenant may separately pursue a claim against the award condemnor for such taking or any payment in lieu thereofthe value of Tenant’s personal property which Tenant is entitled to remove under this Lease, moving costs, loss of business, and other claims Tenant may have, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon only to the extent to which the making of Landlord’s award is not diminished by such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyTenant claim.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises whole or any part thereof of the estate therein, or any other a substantial part of the building materially affecting Lessee's Building is taken or condemned for a public or quasi-public use under any statute or by right of eminent domain by any competent authority or sold in lieu of such taking or condemnation, such that in the premise, shall be taken by eminent domainopinion of Landlord the Building is not economically operable as before without substantial alteration or reconstruction, this lease Lease shall automatically terminate on the date when title vests Pursuant that the right to such possession shall vest in the condemning authority (the "Taking Date"), with rent being adjusted to said Taking Date, and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. Tenant shall have no claim against Landlord and no claim or right to any portion of any amount that may be awarded as damages or paid as a result of any taking, The rent, and any additional rent shall be apportioned as condemnation or purchase in lieu thereof; all rights of the termination date, and any rent paid for any period beyond that date shall be repaid Tenant thereto are hereby assigned by Tenant to lesseeLandlord. Lessee shall not be entitled to If any part of the award for such taking Demised Premises is so taken or any payment in lieu thereofcondemned, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in this Lease shall automatically terminate as to the event of a partial destruction portion of the premises during Demised Premises so taken or condemned, as of the term hereof Taking Date, and this Lease shall continue in full force as to the remainder of the Demised Premises, with rent abating only to the extent of the Demised Premises so taken or condemned; provided, however, that if the remaining portion of the Demised Premises is no longer suitable for the Permitted Use, then Tenant shall have the right to terminate this Lease by providing written notice thereof to Landlord within thirty (30) days after the Taking Date. Nothing in this section shall be construed to prevent Tenant from filing a separate claim with the condemning authority for Tenant's costs and losses associated with any causesuch taking, Lessor shall forthwith repair provided that the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction does not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partydiminish or otherwise adversely affect any claim by Landlord.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. (a) If at any time during the premises Term, title to the whole or any part thereof a material portion of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, Licensed Premises shall be taken by the exercise of any right of condemnation or eminent domaindomain or, in lieu or anticipation thereof, by agreement between CUNY and those authorized to exercise such right, or by CUNY pursuant to its authority under law to do so, QBFC, at its option may cancel this lease Agreement by notice to CUNY and QBFC's liability to perform the terms and conditions of this Agreement shall terminate on the date when title vests Pursuant to such taking, The rentcease, and any additional rent the aggregate of awards collected, after the payment of fees and expenses incurred in the establishment and collection of such awards, shall be apportioned as paid and applied in the following order of priority: (i) To payment to CUNY of the termination datevalue of the Land so taken, subject to this Agreement and any rent paid subject to the limitation on use of the Land for any period beyond that date campus purposes; and (ii) the remainder to QBFC. (b) For purposes of this Section, “a material portion of the Licensed Premises” shall be repaid deemed to lessee. Lessee have been taken if a material portion of the Licensed Premises has been so taken and QBFC reasonably determines that the remaining untaken portion of the Licensed Premises is not sufficient to make the development or continued operation, as applicable, of the Stadium economically viable. (c) If at any time during the Term, title to less than a material portion of the Licensed Premises shall not be entitled to any part taken as aforesaid, all of the award or awards or other proceeds shall be paid over to QBFC, provided the amount of the award does not exceed $1,000,000, or, if it does exceed $1,000,000, then to the Insurance Trustee, for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, release during restoration in the event same manner as the proceeds of a partial destruction casualty insurance are to be released for repair and rebuilding under the provisions of Section 16 hereof. CUNY shall promptly endorse any checks payable to the order of CUNY in connection with such awards and shall deliver the same to QBFC. Any portion of the premises during award remaining after restoration of the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee Improvements shall be entitled proportionate reduction paid to CUNY. If title to less than a material portion of rent while such repairs are being made based upon the extent to which the making of such Licensed Premises shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted be taken as aforesaid, this Agreement shall continue in full force and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyeffect.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises or any part thereof whole of the estate thereinPremises, the Building or any other part of the building materially affecting Lessee's use of the premise, Project shall be taken by under the power of eminent domain, or sold to prevent the exercise thereof (collectively, a “Taking”), this lease Lease shall automatically terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination datedate of such Taking. If 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 time within sixty (60) days following the date of such Taking. For purposes of this Lease, the date of Taking shall be the earlier of the date of transfer of title resulting from such Taking or the date of transfer of possession resulting from such Taking. If a portion of the Premises is so taken and this Lease is not terminated, Landlord shall, to the extent of proceeds paid to Landlord as a result of the Taking, with reasonable diligence, use commercially reasonable efforts to proceed to restore (to the extent permitted by Law and covenants, conditions and restrictions then applicable to the Project) the Premises (other than Tenant’s personal property and fixtures, and any rent paid for any period beyond that date above-standard tenant improvements) to a complete, functioning unit. In such case, the Base Rent shall be repaid 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 lessee. Lessee perform each of its obligations under this Lease; in such case, Tenant shall not be entitled to any part receive the entire award allocable to the temporary Taking of the Premises. Except as provided herein, Tenant shall not assert any claim against Landlord 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 for such taking or any payment in lieu thereoftherefor, but Lessee may file a claim without deduction for any taking estate or interest of fixtures 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 improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, exclusive remedy in the event of a partial destruction of Taking. This Lease sets forth the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing terms and regulations, but such partial destruction not conditions upon which this Lease may terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at of a Taking. Accordingly, the option parties waive the provisions of either party.In the event that California Code of Civil Procedure Section 1265.130 and any successor or similar statutes permitting the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect parties to terminate lease whether the demised premises be injured or not.a total destruction this Lease as a result of the building in which the premises n may be situated will terminate this leasea Taking.

Eminent Domain. (a) If at any time during the premises Term of this Agreement, title to the whole or any part thereof materially all of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, Leased Premises shall be taken by the exercise of any right of condemnation or eminent domaindomain or, in lieu or anticipation thereof, by agreement between Lessor and those authorized to exercise such right, or by Lessor pursuant to its authority under law to do so, Lessee, at its option may cancel this lease Agreement by notice to Lessor and Xxxxxx's liability to perform the terms and conditions of this Agreement shall terminate on the date when title vests Pursuant to such taking, The rentcease, and any additional rent the aggregate of awards collected, after the payment of fees and expenses incurred in the establishment and collection of such awards, shall be apportioned as paid and applied in the following order of priority: (i) To payment to Lessor of the termination datevalue of the land so taken, subject to this Agreement and any rent paid subject to the limitation on use of the land for any period beyond that date campus purposes; (ii) To payment of the Leasehold Mortgage; and (iii) To pay Lessee such amounts, if any, as are payable to subcontractors under subleases; and (iv) Remainder to Lessee. For purposes of this Section, "materially all of the Leased Premises" shall be repaid deemed to lessee. Lessee shall not be entitled have been taken if (i) prior to any or during initial construction of the Project, part of the net leasable space of the Project shall be so taken and Lessee has determined that Lessee and its present or potential sublessees are unable to develop the remainder of the Leased Premises for the Project to its reasonable satisfaction, or (ii) after initial construction of the Project, more than ten percent (10%) of the rentable square footage of the Project has been so taken and Lessee reasonably determines that the remaining leasable area of the Project is not sufficient to make the continued operation of the Project economically viable. Subject to the provisions of any Leasehold Mortgage, if at any time during the Term of this Agreement, title to less than materially all of the Leased Premises shall be taken as aforesaid, all of the award or awards or other proceeds shall be paid over to Lessee, or, at Lessee's request, to its sublessee, provided the amount of the award does not exceed $100,000, or, if it does exceed $100,000, then to the Insurance Trustee, for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, release during restoration in the event same manner as the proceeds of a partial destruction casualty insurance are to be released for repair and rebuilding under the provisions of Section 10 hereof. Lessor shall promptly endorse any checks payable to the order of Lessor in connection such with awards and shall deliver the same to Lessee or to the Leasehold Mortgagee, as the case may be. Any portion of the premises during award remaining after restoration of the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee Project and/or Improvements shall be entitled proportionate reduction paid to the Leasehold Mortgagee, if required, and the balance of rent while such repairs are being made based upon the extent award shall be paid to which Lessor. If title to less than materially all of the making of such Leased Premises shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted be taken as aforesaid, this Agreement shall continue in full force and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyeffect.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If 23.01. In the premises event that the land, Building or any part thereof or the Demised Premises or any part thereof shall be taken in condemnation proceedings or by the exercise of any right of eminent domain or by agreement between the Landlord on the one hand and any governmental authority authorized to exercise such right on the other hand, Landlord shall be entitled to collect from any condemnor the entire award or awards that may be made in any such proceeding without deduction therefrom for any estate hereby vested in or owned by Tenant, to be paid out as in this Article provided. Tenant hereby expressly assigns to Landlord all of its right, title and interest in or to every such award and also agrees to execute any and all further documents that may be required in order to facilitate the collection thereof by Landlord. 23.02. At any time during the term of this Lease if title to the whole or substantially all of the estate thereinland, Building and/or Demised Premises shall be taken in condemnation proceedings or by the exercise of any right of eminent domain or by agreement between the 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 fixed rent and additional rent provided to be paid by Tenant shall be apportioned and paid to the date of such taking. For the purposes of this Article "substantially all of the land, Building and/or Demised Premises" shall be deemed to have been taken if the remaining portion of such land, Building or Demised Premises not so taken cannot reasonably or practicably be repaired or reconverted so as to permit the use thereof for substantially the same purposes for which such land, Building or Demised Premises were used immediately prior to such taking. 23.03. However, if substantially all of the land or Building is not so taken and if only a part of the building materially affecting Lessee's use entire Demised Premises shall be so taken, this Lease nevertheless shall continue in full force and effect, except that Tenant may elect to terminate this Lease if that portion of the premise, Demised Premises then occupied by Tenant shall be taken reduced by eminent domainmore than 25%. Tenant shall give notice of such election to Landlord not later than thirty (30) days after (i) notice of such taking is given by Landlord to Tenant, or (ii) the date of such taking, whichever occurs first. Upon the giving of such notice by Tenant this lease Lease shall terminate on the date when title vests Pursuant to such taking, The rent, of service of Tenant's notice and any the fixed rent and additional rent due and to become due, shall be apportioned prorated and adjusted as of the termination datedate of the taking. If Tenant fails to give such notice upon such partial taking, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled this Lease continues in force as to any part of the Demised Premises not taken, the rents apportioned to the part taken shall be prorated and adjusted as of the date of taking and from such date the fixed rent and additional rent shall be reduced to the amount apportioned to the remainder of the Demised Premises. 23.04. Notwithstanding the foregoing provisions of this Article and subject to the interests of any mortgagee, Tenant shall be entitled to appear, claim, prove and receive in the proceedings relating to any taking mentioned in the preceding Sections of this Article, such portion of each award for made therein as represents the then value of Tenant's property and/or the costs of relocating if any are granted. 23.05. In the event of any such taking of less than the whole of the Building which does not result in a termination of this Lease, or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of such a partial destruction taking of all or any part of the premises during Demised Premises which does not result in a termination of this Lease, Landlord, at its expense, shall proceed with reasonable diligence to repair, alter and restore the term hereof from any cause, Lessor shall forthwith repair remaining parts of the Building and the Demised Premises to substantially the same condition as it was in immediately prior to such taking to the extent that the same may be feasible, so as to constitute a tenantable Building and Demised Premises, provided that same repairs can be made within 15 days Landlord's liability under existing and regulations, but such partial destruction not terminate this lease, except that Lessee Section shall be entitled proportionate reduction of rent while such repairs are being made based upon limited to the extent to which the making amount received by Landlord as an award arising out of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partytaking.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises Premises or any substantial part thereof or the whole or any part of the Building are taken for any street or other public use, by action of the City or other authorities, or if the Lessor or the Lessee are entitled to or receive any direct or consequential damages by reason of anything lawfully done in pursuance of any public authority, then this lease and the term shall terminate at the election of the Lessor. Lessor may elect so to terminate this lease even if the entire interest of the Lessor is divested by such a taking. If such taking or condemnation interferes with the business operations of Lessee, except if such interference is immaterial, then Lessee shall have the right to terminate this Lease. If, as a result of a taking or damage to or destruction of the Premises, the Premises or any part thereof are rendered unfit for use and occupation, the rent shall be abated proportionately according to the nature and extent of the estate thereininjury sustained by the Premises until the Premises or, or any other part in the case of a taking, what may remain thereof, shall have been put in proper condition. If no termination of the building materially affecting Lease occurs, Lessor shall promptly restore the Premises or what may remain thereof, and if Lessor fails so to restore within 180 days of the effective date of the taking and if the taking has interfered with the operation of Lessee's business (except to an immaterial degree), then Lessee shall have the right to terminate this Lease by written notice to Lessor which must be given prior to the completion of said restoration. Any election to terminate shall be made not later than thirty (30) days after receipt by the party of notice of such taking or action or the occurrence of such damage, and shall be effective upon implementation of the taking or at dispossession. The Lessor reserves and excepts from this lease all rights to damages resulting from the taking for public use of the premisePremises or any portion thereof, shall be taken or right appurtenant thereto, or privilege or easement in, through, or over the same, and by eminent domain, this lease shall terminate on way of confirmation of the date when title vests Pursuant foregoing the Lessee hereby grants all rights to such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking damages previously accrued or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises accruing during the term hereof from any causeto the Lessor, to have and to hold for the Lessor shall forthwith repair the same forever; provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that however Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon have the extent right to which the making of such shall interfere with the seek damages relating to its property, business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidinterruption, and in the event that lessor shall moving so long as it seeks such damages by way of a separate award only and not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option as part of either partyany general taking award.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. (a) If the premises or any part thereof of the estate therein, or any other part of the building materially affecting Lessee's Tenant’s use of the premisePremises is substantially impaired, shall be taken in the reasonable judgment of Tenant, due to the taking by eminent domaindomain of all or more than twenty five percent (25%) of the Building (or conveyance in lieu of taking), this lease Lease shall terminate on the date when title vests Pursuant pursuant to such taking, taking or conveyance. The rentNet Rent, and any additional rent Additional Rent, shall be apportioned as of the said termination date, and any rent Net Rent or Additional Rent already paid by the Tenant for any period beyond that said date shall be repaid returned to lesseethe Tenant and the security deposit, if any, to the extent not applied by Landlord in accordance with the provisions of this Lease, shall be returned to Tenant without interest. Lessee The Tenant shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee the Tenant may file a separate claim for any taking moving and relocation expenses, provided the same shall in no way affect or diminish the Landlord’s award. Upon termination of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISESthe Lease, in Tenant shall immediately initiate ISRA compliance consistent with this Lease, if any, as required. (b) In the event of a partial destruction temporary condemnation or taking that renders part or all of the premises Premises unusable by the Tenant, the Net Rent and Additional Rent shall be equitably abated in the reasonable judgment of the Landlord during the term hereof pendency of such temporary condemnation or taking and any claim for compensation from any cause, Lessor the condemnation or taking authority shall forthwith repair belong solely to the same provided that same repairs can be made within 15 days under existing Landlord except for Tenant’s temporary moving and regulationsrelocation costs; however, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making cessation of such shall interfere with temporary taking or condemnation, the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, terms and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction conditions of the building in which Lease shall apply for the premises n may be situated will terminate this leasebalance of the term.

Eminent Domain. If It is understood and agreed that if the premises or any part thereof whole of the estate thereinDemised Premises shall be taken for any public or quasi- public use under any statute, or by right of eminent domain, or by private purchase by public authority in lieu of the exercise of the right of eminent domain or if any other part of the building materially affecting LesseeDemised Premises is so taken and the part not so taken is insufficient for the reasonable operation of TENANT's use business in the reasonable opinion of the premiseTENANT in consultation with LANDLORD, which opinion shall not be taken by eminent domainarbitrarily or capriciously determined, then in any of such events, this lease Lease shall terminate cease and expire on the date when title vests Pursuant possession shall be taken thereunder of the Demised Premises or part thereof and all rents, taxes and other charges shall be prorated and paid to such date. In the event that only a part of the Demised Premises is so taken and the part not so taken shall be sufficient for the reasonable operation of the TENANT's business, this Lease shall remain unaffected except: a. The TENANT shall be entitled to a pro-rated reduction in the rent to be paid hereunder, after the date of such taking, based on the proportion which the space so taken bears to the space originally demised, provided that consideration shall be given to the respective values of the space taken and the space not taken based on the award received; b. The rentLANDLORD shall promptly after such taking, and any additional rent at the LANDLORD's expense, restore that part of the Building and Improvements not so taken to as near its former condition as is reasonably possible. The TENANT shall be apportioned as responsible, at the TENANT'S expense, for the restoration of all its TENANT fit-up work at the Demised Premises so that TENANT can re-open for business in the Demised Premises. In the event, however, that the taking of the termination dateDemised Premises exceeds fifty percent (50%) of either the square footage or insurable value of the Demised Premises, then LANDLORD shall have the right to terminate this Lease upon sixty (60) days notice to the TENANT. In the event of any condemnation, taking or sale as aforesaid, whether whole or partial, LANDLORD and any rent paid for any period beyond that date TENANT shall be repaid to lessee. Lessee shall not be entitled to receive and retain such separate awards and portions of lump sum awards as may be allocated to their respective interests in any condemnation proceedings, or as may be otherwise agreed, taking into consideration the fact that LANDLORD is the owner of the Building and the Improvements. TENANT shall be entitled to receive such part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of that relates to non-fixtures and improvements other items of personalty owned by lessee TENANT and utilized in connection with the Demised Premises. Nothing contained herein, however, shall operate to reduce the amount of the award which LANDLORD would otherwise receive for any moving expenses. DESTRUCTION OF PREMISES, its fee interest in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.Demised Premises. In the event that the buildxxx xx xhich condemning authority does not make separate awards and the demised premises may parties are unable to agree as to amounts which are to be situated destroyed allocated to the respective interests of LANDLORD and TENANT, then each party shall select a M.A.I. real estate appraiser, (individually, an extent "Appraiser" and collectively, the "Appraisers") and the two Appraisers shall select a third Appraiser and the three Appraisers shall determine the amount of not less than one third replacement costs thereof lessor may elect such condemnation awarded which is to terminate lease whether be allocated to the demised premises be injured or not.a total destruction respective interests of LANDLORD and TENANT. In the event the two Appraisers are unable to agree on the selection of the building in which third Appraiser, the premises n may third Appraiser shall be situated will terminate this leaseselected by the president of the Board of Realtors of Monmouth County, New Jersey.

Eminent Domain. If the premises entire Premises or any part thereof substantially all of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, shall be Premises is permanently taken by eminent domain, this lease Lease shall automatically terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination datedate of such taking. If any portion of the Premises is taken by eminent domain, Landlord shall also have the right to terminate this Lease by giving written notice thereof to Tenant within ninety (90) days after the date of taking. If only a portion of the Premises is taken by eminent domain and Landlord elects not to terminate this Lease, Landlord shall, at its expense, restore the Premises, exclusive of any rent paid for any improvements or other changes made to the Premises by Xxxxxx, to as near the condition which existed immediately prior to the date of taking as reasonably possible. Rent shall xxxxx during such period beyond that date of time as the Premises are unusable in a reasonable manner based on Xxxxxx's ability to utilize the remaining portion of the Premises and upon completion of restoration necessary adjustments shall be repaid made in the Rent, or other costs to lesseereflect a reduction in the size of the Premises. Lessee Tenant shall have the right to terminate this Lease within ninety (90) days after the date of taking by giving written notice thereof to Landlord, if the taking involved results in (i) Tenant not being able to reasonably utilize the remaining Premises for Tenant’s Uses or (ii) the remainder of the Premises is not suitable for Tenant’s Uses for its entire student population (including without limitation it does not meet the State Building Requirements). Tenant shall have no right to any of the award or payment made in connection with such taking provided, however, that Tenant shall be entitled to recover any part of the award separate amount for such taking Tenant fixtures and/or relocation costs provided under appropriate statutes, ordinances or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises entire Leased Premises shall be taken, leased or condemned (either temporarily or permanently) for public purposes, or in the event Landlord shall convey or lease the property to any part thereof public authority in settlement of a threat of condemnation or taking, the rent shall be adjusted to the date of such taking or leasing or conveyance, and this Lease shall thereupon terminate. If only a portion of the estate thereinLeased Premises shall be so taken, leased or any other part condemned, and as a result of such partial taking, Tenant is reasonably able to use the remainder of the building materially affecting Lessee's use Leased Premises for the purposes intended hereunder, then this Lease shall not terminate but, effective as of the premise, shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant to of such taking, The leasing or condemnation, the rent hereunder shall be abated in an amount thereof proportionate to the area of the Leased Premises so taken, leased or condemned. If, following such partial taking, Tenant shall not be reasonably able to use the remainder of the Leased Premises for the purposes intended hereunder, then this Lease shall terminate as if the entire Leased Premises had been taken, leased or condemned. In the event of a taking, leasing or condemnation as described in this Section 18, whether or not there is a termination hereunder, Tenant shall have no claim against Landlord, other than an adjustment of rent, and any additional rent shall be apportioned as to the date of the termination datetaking, leasing or condemnation, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee Tenant shall not be entitled to any part portion of the award for such taking any amount that may be awarded as damages or any payment paid as a result or in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making settlement of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyproceedings or threat.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises whole or any part thereof of the estate therein, or any other substantial part of the building materially affecting Lessee's Relevant Space is taken by public authority under the power of eminent domain for either a permanent or temporary use exceeding ninety (90) days, HSE, at its option, may terminate this Agreement or continue in any portion of the premisePremises remaining untaken under the terms and conditions of this Agreement, except that the Rent and Services Fee shall be reduced in proportion to the portion of Premises taken by eminent domainor that portion of the Premises which, this lease shall terminate on the date when title vests Pursuant due to such taking, is unfit for the purposes for which HSE was using the Premises immediately prior to such taking. The rentreduction in the Rent and Service Fee shall taken into account the nature and extent of interference with HSEs use of the Premises due to the taking of the Relevant Space and HSEs loss of access and essential services. Whenever any portion of the Premises shall be taken under the power of eminent domain, and if HSE does not terminate this Agreement as provided above, UTMC shall make any additional rent shall reasonably necessary alternations so as to make the remaining Premises a complete unit. In the event of any such taking, the entire award will be apportioned as of the termination date, paid to UTMC and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled HSE will have no right or claim to any part of it; provided, however, that HSE shall have the award for such taking or any payment in lieu thereof, but Lessee may file right to assert a claim against the condemning or taking authority for any taking of fixtures HSEs moving expenses, business dislocation damages, HSEs personal property and fixtures, leasehold improvements owned by lessee HSE and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing HSEs leasehold estate and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction to retain any award thereafter. If HSE terminates this Agreement as permitted in this Section 6.11, the Rent and Service Fee shall be payable pro rata up to the date of rent while such repairs are being made based upon termination and shall take into account any abatement resulting from the extent to which the making provisions of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partySection 6.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. A. If the premises or any part thereof a portion of the estate thereinBuilding or the Premises shall be lawfully taken or condemned for any public or quasi-public use or purpose, or any other part conveyed under threat of such condemnation and as a result thereof the Premises cannot be used for the same purpose and with the same utility as before such taking or conveyance, the terms of this Lease shall end upon, and not before, the date of the building materially affecting Lessee's use taking of possession by the condemning authority, and without apportionment of the premiseaward. Tenant hereby assigns to the Landlord, shall be taken by eminent domainTenant’s interest in such award, this lease shall terminate on the date when title vests Pursuant to such taking, The rent, and any additional if any. Current rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lesseeof such termination. Lessee shall not be entitled to If any part of the award for Building shall be so taken or condemned, or if the grade of any street or alley adjacent to the Building is changed by any competent authority and such taking or any payment in lieu thereofchange of grade makes it necessary or desirable to demolish, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISESsubstantially remodel, in or restore the event of a partial destruction of Building, the premises during Landlord shall have the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate right to cancel this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based Lease upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect ninety (90) days’ prior notice to terminate lease whether the demised premises be injured or not.a total destruction date of cancellation designed in the notice. B. If a portion of the building Premises shall be lawfully taken or condemned or conveyed under threat of condemnation but thereafter the Premises can be used by Tenant for the same purpose and with substantially the same utility, this Lease shall not be terminated and Landlord shall repair the Premises (but Landlord shall not be required to expend more on such repair than the amount of the condemnation award), and the Lease shall be amended to equitably reduce the Base Rent. No money or other consideration shall be payable by the Landlord to the Tenant for any right of cancellation or temporary taking, and the Tenant shall have no right to share in which the premises n may be situated will terminate this leaseany condemnation award or to share in any judgment for damages caused by a change of grade.

Eminent Domain. If 21.1. In the premises event (a) the whole of the Premises or any (b) such part thereof as shall substantially interfere with Tenant's use and occupancy of the estate therein, or any other part of Premises for the building materially affecting Lessee's use of the premise, 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, this lease shall terminate on the date when title vests Pursuant or sold to prevent such taking, The rent, and any additional rent shall be apportioned 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 date, and any rent paid for any period beyond that date shall be repaid to lesseehereof. 21.2. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in In the event of a partial destruction taking of the premises during Premises 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 term hereof from any causePremises occupied by Tenant was so taken, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor Landlord may elect to terminate lease whether this Lease (except with regard to (a) items occurring prior to the demised premises be injured taking and (b) provisions of this Lease that, by their express terms, survive the expiration or not.a total destruction earlier termination hereof) as of such taking if such taking is, in Landlord's sole opinion, of a material nature such as to make it uneconomical to continue use of the building unappropriated portion for the Permitted Use. 21.3. Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant's personal property or trade fixtures that were purchased or installed at Tenant's expense, including without limitation, any crops or inventory at the Property and (b) the costs of Tenant moving to a new location. Except as set forth in the previous sentence, any award for such taking shall be the property of Landlord. 21.4. 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. 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. 21.5. This Section 21 sets forth the terms and conditions upon which this Lease may terminate in the premises n may be situated will event of any damage or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this leaseLease as a result of any damage or destruction.

Eminent Domain. If all of the premises Leased Premises shall be taken permanently under the power of eminent domain or sold to a government threatening to exercise the power of eminent domain, the Lease Term shall cease as of the day possession shall be so taken. If less than all of the Leased Premises shall be taken permanently, or if all of the Leased Premises or any part thereof of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, shall be taken by temporarily under the power of eminent domain, (i) this lease Lease Agreement shall terminate on the date when title vests Pursuant to such taking, The rent, continue in full force and any additional rent shall be apportioned as of the termination date, effect and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled terminated by virtue of such taking and the parties waive the benefit of any law to any part the contrary, and (ii) there shall be a partial abatement of Base Rental Payments as provided in Section 4.4(e). Subject to the applicable provisions of the 1997 Lease, the Net Proceeds of any eminent domain award shall be deposited with the Trustee in the Insurance and Condemnation Fund established pursuant to Section 6.02 of the Indenture and shall be applied and disbursed as set forth in Section 6.07(B) of the Indenture and as follows: (a) If the City has given written notice to the Trustee of its determination that (i) such eminent domain proceedings have not materially affected the operation of the Leased Premises or the ability of the City to meet any of its obligations with respect to the Leased Premises hereunder, and (ii) such proceeds are not needed for repair or rehabilitation of the Leased Premises, the City shall so certify to the Trustee and the Trustee, at the written request of an Authorized City Representative and subject to the applicable provisions of the 1997 Lease, such taking or any payment in lieu thereof, but Lessee may file a claim for any taking proceeds shall be credited towards the prepayment of fixtures Base Rental Payments pursuant to Section 10.3 and improvements owned by lessee applied to the redemption of Bonds pursuant to Section 4.01(D)(ii)(a) and for any moving expenses. DESTRUCTION OF PREMISESSection 4.03(D)(iii)(a) of the Indenture, in the event of a partial destruction priority established pursuant to Section 6.07(B) of the premises during Indenture. (b) If the term hereof from City has given written notice to the Trustee of its determination that (i) such eminent domain proceedings have not materially affected the operation of the Leased (c) If (i) less than all of the Leased Premises shall have been taken in such eminent domain proceedings or sold to a government threatening the use of eminent domain powers, and if the City has given written notice to the Trustee of its determination that such eminent domain proceedings have materially affected the operation of the Leased Premises or the ability of the City to meet any causeof its obligations with respect to the Leased Premises under this Lease Agreement or (ii) all of the Leased Premises shall have been taken in such eminent domain proceedings, Lessor then subject to the applicable provisions of the 1997 Lease, the Trustee shall forthwith repair transfer such proceeds to the same provided that same repairs can Redemption Fund to be made within 15 days under existing credited toward the prepayment of the Base Rental Payments pursuant to Section 10.3 and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction applied to the redemption of rent while such repairs are being made based upon Bonds pursuant to Section 4.01(D)(ii)(a) and Section 4.03(D)(iii)(a) of the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidIndenture, and in the event that lessor priority established pursuant to Section 6.07(B) of the Indenture. (d) In making any determination under this Section 6.1 the City may, but shall not elect to make be required to, obtain at its expense the report of an independent engineer or other independent professional consultant, a copy of which shall be filed with the Trustee. Any such repairs which cannot determination by the City shall be made within 15 days,this lease may be terminated at the option of either partyfinal.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises all or any part thereof portion of Xxxxxxxx 0, Xxxxxxxx 0, the Premises or the Project is taken for public or quasi-public use by a governmental authority under the power of eminent domain or is conveyed to a governmental authority in lieu of such taking (a "Taking"), and Tenant reasonably determines that the Taking causes the (remaining portion of the) Premises to be untenantable and inadequate for use by Tenant for the purpose for which they were leased, then Tenant, at its option and by giving notice within thirty (30) days after the Taking, may terminate this Lease as of the estate thereindate the portion of Xxxxxxxx 0, Xxxxxxxx 0, the Premises, or any other part the Project is taken. If a portion of the building materially affecting LesseePremises is Taken but Tenant reasonably determines that the remaining portion is tenantable and adequate for Tenant's use of the premiseuse, shall be taken by eminent domain, then this lease shall terminate on be terminated as to the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned portion taken or conveyed as of the termination datedate Tenant surrenders possession; Landlord immediately shall make such repairs, alterations and improvements to the Premises (exclusive of any rent paid improvements, furniture, fixtures and equipment), at no expense to Tenant, as may be necessary to render the portion not taken or conveyed tenantable, provided that Landlord shall have no obligation to make such repairs, alterations and improvements to the extent that Landlord shall not receive condemnation awards or proceeds for any period beyond that date the cost thereof; and the Rent shall be repaid reduced in proportion to lesseethe portion of the Premises taken or conveyed. Lessee Landlord shall perform the work to restore the Premises and Building 2 and Building 3 as nearly as possible to their original condition (to the extent set forth above) and with minimum interference to Tenant's normal business operations. Notwithstanding the foregoing, Landlord shall have the right to terminate this Lease in the event of any Taking which results in (i) twenty-five percent (25%) or more of the Project being taken or conveyed or (ii) any lender having the right to require all awards and proceeds to be applied against the obligations under a loan held by such lender, by notice in writing to Tenant. Tenant shall not be entitled to share in any part award to Landlord, but shall have the right to apply, in a separate proceeding, for an award for the interruption of Tenant's business; Tenant's moving and relocation expenses; the costs and expenses of removal of Tenant's Alterations (other than those paid for by Landlord), trade fixtures and personal property (or the award for such taking attributable to the Alterations, trade fixtures or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon personal property to the extent to which Tenant does not remove them) and the making of such shall interfere with depreciation in value caused by the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyremoval.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. 21.1 If the premises or any part thereof a portion of the estate thereinPremises is condemned and Section 21.2 does not apply, or any other part of the building materially affecting Lessee's use of the premise, Lease shall be taken by eminent domain, this lease shall terminate continue on the date when title vests Pursuant to such taking, The rent, and any additional rent following terms: 21.1.1 Landlord shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part all of the proceeds of condemnation and Tenant shall have no claim against Landlord as a result of the condemnation. Notwithstanding the foregoing, Tenant shall have the right to claim and recover from the condemning authority separate compensation for any loss that Tenant may incur for Tenant's moving expenses, business interruption, or taking of Tenant's personal property (but specifically excluding any leasehold interest in the Premises) under the then applicable eminent domain laws, provided that Tenant shall not make any claim that will detract from or diminish any award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option Landlord may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor claim. 21.1.2 Landlord shall not elect proceed as soon as reasonably possible to make such repairs and alterations to the Premises as are necessary to restore the remaining Premises to a 21.1.3 After the date on which cannot be made within 15 days,this lease may be terminated at title vests in the option of either party.In condemning authority or an earlier date on which alterations or repairs are commenced by Landlord to restore the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction balance of the building Premises in which anticipation of taking, rent shall be reduced in proportion to the premises n may reduction in value of the Premises as an economic unit on account of the partial taking. If the parties are unable to agree on the amount of the reduction of rent, the amount shall be situated will determined by arbitration in the manner provided in Section 27. 21.2 If a condemning authority takes all of the Premises or a portion sufficient to render the remaining Premises reasonably unsuitable for the use that Tenant was making of the Premises prior to the taking, the Lease shall terminate as of the date the title vests in the condemning authority. Such termination shall have the same effect as a termination by Landlord under Section 21.1. If a condemning authority takes all or a portion of the Premises, Section 26 of this leaseLease shall be null and void and of no force or effect. 21.3 Sale of all or part of the Premises to a purchaser with the power of eminent domain in the face of a threat or probability of the exercise of the power shall be treated for the purposes of this Section 21 as a taking by condemnation.

Eminent Domain. If A. In the premises event any portion of the Premises is taken by any condemnation or eminent domain proceedings, the monthly rental herein specified to be paid shall be ratably reduced according to the area of the Premises which is taken, and Tenant shall be entitled to no other consideration by reason of such taking, and any damages suffered by Tenant on account of the taking of any portion of said Premises, and any damages to any structures erected on said Premises, respectively that shall be awarded to Tenant in said proceedings shall be paid to and received by Landlord, and Tenant shall have no right therein or thereto or to any part thereof thereof, and Tenant does hereby relinquish and assign to Landlord all of Tenant's rights and equities in and to any such damages. Should all of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, shall Premises be taken by eminent domain, this lease then and in that event, Tenant shall terminate on the date when title vests Pursuant be entitled to no damages or any consideration by reason of such taking, The rent, except the cancellation and any additional rent shall be apportioned termination of this Lease as of the termination datedate of said taking. Notwithstanding the foregoing, and any rent paid for any period beyond that date Tenant shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim in a condemnation proceeding for any taking of fixtures and improvements equipment owned by lessee Tenant, relocation costs and for any moving expenses. DESTRUCTION OF PREMISESother claims specifically permitted by statute, in providing same does not diminish the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent award to which the making Landlord is entitled. B. Notwithstanding anything to the contrary herein, Landlord may cancel this Lease with no further liability of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and Tenant in the event that lessor following a taking by condemnation or right of eminent domain, Landlord's Mortgagee elects to require Landlord to apply any proceeds paid to Landlord as a result of the condemnation or eminent domain proceedings to reduce the debt secured by the demised Premises, provided (i) it is a total or material taking and (ii) all other leases included in the taking are cancelled by Landlord. C. Tenant shall have the right to cancel this Lease upon a condemnation if, as a result of such condemnation, it shall not elect be economically viable for Tenant to make such repairs which cannot be made within 15 days,this lease may be terminated at operate its business in the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction part of the building in which Premises remaining after the premises n may be situated will terminate this leasetaking by condemnation.

Eminent Domain. If the premises whole or any part thereof of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, Leased Premises shall be taken by power of eminent domaindomain or condemned by any competent authority for any public or quasi-public use or purpose, or if any adjacent property or street shall be so taken, condemned, reconfigured, or vacated by such authority in such manner as to require the use, reconstruction, or remodeling of any part of the Leased Premises, or if Lessor shall grant a deed or other instrument in lieu of such taking by eminent domain or condemnation, Lessor shall have the option to terminate this lease Lease on thirty (30) days' notice. Lessor shall terminate on be entitled to receive the date when title vests Pursuant entire award or payment in connection therewith without any payment to Lessee and Lessee hereby irrevocably assigns to Lessor its interest in such takingaward or payment, The rentexcept that Lessee shall have the right to file any separate claim available to Lessee for any taking of Lessee's personal property and fixtures belonging to Lessee and removable by Lessee upon expiration of the term, and any additional for moving expenses (so long as such claim does not diminish the award available to Lessor, and such claim is payable separately to Lessee). All rent shall be apportioned as of the termination datedate of such termination, and any rent paid for any period beyond that or the date of such taking, whichever shall be repaid to lesseefirst occur. Lessee shall not be entitled to If any part of the award for such taking Leased Premises shall be taken and this Lease shall not be so terminated, the rent shall be proportionately abated. If less than the whole or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in substantially the event of a partial destruction whole of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can Leased Premises be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidcondemned or taken, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at reasonable exercise of Lessee's business judgment, the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction area of the building Leased Premises remaining after the condemnation is insufficient for Lessee to conduct its business in which the premises n may be situated will an efficient businesslike manner, Lessee may, at its option, terminate this leaseLease as of the date of the taking of possession for such use or purpose by notifying Lessor in writing of such termination.

Eminent Domain. If the premises or any part thereof of the estate thereinwhole, or any other part part, of the building materially affecting Lessee's use of the premise, Premises shall be taken by any public, or quasi-public authority under the power of eminent domain, or conveyed to any such public or quasi-public authority under threat of exercise of the power of eminent domain, then the terms of this lease Lease shall terminate cease on that part of the Premises so taken or conveyed (hereinafter referred to as the "condemned portion") from the day the possession of the condemned portion shall be taken by the condemning entity. Unless this Lease is canceled as hereinafter provided, the rent provided for herein commencing with the date possession is acquired by the condemning entity, shall be reduced in proportion to the amount of the Premises taken. In the event of partial condemnation, Tenant may cancel this entire Lease if the loss of the condemned portion will, in Tenant's reasonable judgment based upon generally accepted standards applicable to Tenant's business on the Premises, have a significantly impairing effect on such business as to render the Premises unfit for its intended use. Such right to cancel may be exercised by Tenant, only: (a) If Tenant gives to Landlord at least ten (10) days prior written notice of such cancellation; (b) The effective date when title vests Pursuant of such cancellation of the entire Lease is the same as the date possession was obtained of the condemned portion by the condemning entity; and (c) Rent is paid in full to the effective date of such taking, The rent, cancellation. All damages awarded for any taking shall belong to and any additional rent be the property of the Landlord whether such damages shall be apportioned awarded as compensation for diminution in value to the leasehold or the fee of the termination datePremises herein leased; provided, and any rent paid for any period beyond however, that date shall be repaid to lessee. Lessee the Landlord shall not be entitled to any part portion of the award made to Tenant for such taking or any payment in lieu thereofloss of business, but Lessee may file a claim for any taking depreciation to and cost of fixtures removal of stock and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partytrade fixtures.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If at any time during the term of this lease the whole or any part of the Premises shall be taken for any public or quasi-public purpose by any lawful power or authority by the exercise of the right of condemnation or eminent domain, or in the event there is a conveyance of the premises or any part portion thereof in lieu of such exercise by any such power or authority, the Lessor shall be entitled to and shall receive any and all awards that may be made in any such proceeding; and the Lessee hereby assigns and transfers to the Lessor any and all such awards that may be made to Lessee. The Lessee shall not be entitled to any of the estate thereinproceeds from such taking including, but not limited to, any payment based on the unexpired term of this lease or extensions thereof, any payment for consequential or severance damage to the land not so taken, except as provided below any payment for improvements taken, or any other part of the building materially affecting Lessee's use of the premise, shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid payment for any period beyond that date shall be repaid cost to lesseecure the remaining land. Lessee shall not be entitled to any part of the award for such taking or recover any payment which reduces or otherwise adversely affects the amount of compensation which Lessor would otherwise recover if this lease were not in lieu thereofplace. Subject to the qualifications set out above, but and so long as Xxxxxx’s recovery of said awards does not reduce or otherwise adversely affect Lessor’s recovery, Lessee may file a claim shall be entitled to recover any separate award of compensation for any taking (1) damages to its business caused by the condemnation; (2) the value of its personal property or trade fixtures taken or damages to its personal property or trade fixtures caused by the condemnation; and improvements owned by lessee (3) costs of relocating its personal property and for any moving expensestrade fixtures. DESTRUCTION OF PREMISESNotwithstanding the above, and provided Lessee is in full compliance with all terms and conditions of this Lease, in the event of a partial destruction taking of the premises during the term hereof from any causeimprovements which were originally paid for by Lessee, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction to recover from the final proceeds of rent while any taking or conveyance in lieu thereof, Xxxxxx’s Portion of the depreciated value of such repairs are being made based upon improvements only as of the extent latter of (a) the date of the taking or conveyance in lieu thereof, or (b) the date of last occupancy of the Premises by Lessee. As used in the immediately preceding sentence, the term “Lessee’s Portion” shall be the depreciated value of the improvements divided by the number of years in the initial Term, and multiplied by the remaining number of years in the initial Term. If this lease is extended beyond the initial Term, Lessor shall be entitled to any and all compensation paid for the taking or conveyance in lieu thereof, including but not limited to any compensation paid for the Improvements as well as the other items of compensation to which Xxxxxx is entitled hereunder. If such proceedings shall result in a taking of the making whole or substantially all of the leased Premises, then in such event this lease shall terminate and expire on the date of such taking, and the net rent, past or additional rent, and other sums or charges provided in this lease to be paid by the Lessee shall interfere with the business of lessee be apportioned and paid on the premises date of such repairs cannot taking or loss of occupancy of the premises, whichever is last to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.occur. In the event that a portion of the buildxxx xx xhich Premises shall be so appropriated or taken and the demised premises may remainder of the Premises shall not be situated destroyed to an extent suitable for the use then being made of the Premises by Xxxxxx, or if the remainder of the Premises is not less than one third replacement costs thereof lessor may elect undivided parcel of property, either party shall have the right to terminate lease whether the demised premises be injured or not.a total destruction this Lease as of the building date of such taking on giving the other party written notice of such termination. In the event of such partial taking and neither party so terminates the Lease, then this Lease shall continue in which full force and effect as to the premises n may be situated will terminate this leasepart not taken, with no adjustment in rent.

Eminent Domain. (a) If the premises or any part thereof of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award Premises is taken for such taking any public or any payment quasi-public use by eminent domain or by private purchase in lieu thereof, but Lessee may file or if title to so much of the Building is taken that a claim reasonable amount of reconstruction thereof will not, in Landlord's sole discretion, result in the Premises or the Building being a practical improvement and reasonably suitable for any use for the purpose for which they are designed, then, in either event this Lease shall terminate at the option of Landlord on the date the condemning authority actually takes possession to the part condemned. If title to the whole of the Premises is taken by eminent domain then this Lease shall terminate as of the date possession of the Premises is taken by the condemning authority. (b) If the Lease is terminated under the provisions of this Paragraph 15, rent shall be apportioned and adjusted as of the date of termination. (c) If there is a partial taking of fixtures the Premises or the Building and improvements owned by lessee this Lease is not thereby terminated under the provisions of this Paragraph 15, then this Lease shall remain in full force and for any moving expenses. DESTRUCTION OF PREMISESeffect, in the event of a partial destruction of the premises during the term hereof from any causeand Landlord shall, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with thereafter, repair and restore the rent being proportionately ajusted aforesaidremaining portion of the Premises, should they be affected, to the extent necessary to render the same tenantable and shall repair or reconstruct the remaining portion of the Building to the extent necessary to make the same a complete structural unit. (d) All compensation awarded or paid upon a total or partial taking of the Premises, the Land or Building shall belong to and be the property of Landlord without any participation by Tenaxx. Xxthing herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority for loss of business, damage to, and in the event cost of removal of trade fixtures, furniture and other personal property belonging to Tenant; provided, however, that lessor no such claim shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partydiminish or adversely affect Landlord's award.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction (e) After any partial taking of the building Premises which does not result in which a termination of this Lease, the premises n may Base Annual Rental for the remainder of the Lease Term shall be situated will terminate this lease.reduced by the

Eminent Domain. Section 1. If as a result of any taking by eminent domain which shall be deemed to include a voluntary conveyance in lieu of a taking, the premises or any part thereof total floor area remaining in the Demised Premises shall be reduced to less than fifty (50%) percent of the estate therein, or any other part total floor area in the Demised Premises at the commencement of the building materially affecting term hereof, then at the election of the Lessor, exercisable by written notice given to the Lessee within ninety (90) days after the date of the filing of the notice of such taking, this Lease may be terminated as of the date when the Lessee is required to vacate the Demised Premises or the portion thereof so taken, notwithstanding that the entire interest of the Lessor may have been divested by such taking, and if following any such taking the Lessor does not terminate this Lease, then the Lessor at the Lessor's expense, but only to the extent of the award actually received by the Lessor for any such taking, (subject to the rights of any first mortgagee of the Demised Premises) and proceeding with all reasonable dispatch shall do such work as may be required to put what may remain of the Demised Premises in proper condition for the conduct of the Lessee's use business, and the Lessee, at the Lessee's expense and proceeding with all reasonable dispatch, shall make such alterations, repairs and replacements of the premisetrade fixtures, equipment, signs or other property installed by or belonging to the Lessee as may be necessary to put the remainder of the Demised Premises in proper condition for the Lessee's business. From and after the date on which the Lessee is required to vacate the portion of the Demised Premises so taken, a just proportion of the rent reserved herein according to the nature and extent of the taking of the Demised Premises, shall be taken by eminent domainabated until the Demised Premises are restored to such condition that the Lessee can commence business therein, this lease shall terminate on and from and after the date when title vests Pursuant to such taking, The rent, and any additional on which the Lessor shall restore the Demised Premises in the manner above provided the rent shall be apportioned as reduced in the proportion that the floor area of the termination dateportion of the Demised Premises so taken bears to the floor area of the Demised Premises at commencement of the term hereof. Section 2. In the event of a taking, as defined herein, of 25% or more of the Land or the Building and any rent paid for any period beyond that date even though such taking leaves at least fifty (50%) percent or more of the floor area of the Demised Premises remaining, the Lessor shall be repaid nonetheless have the right to lessee. terminate this Lease by notifying the Lessee shall not be entitled of the Lessor's election to terminate within ninety (90) days after the final determination of the amount of the award, or to restore any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, Demised Premises so remaining and in the event that lessor case of such restoration, the rent shall not elect be abated to make the extent provided above. Section 3. The Lessor reserves and excepts all rights to damages to the Land, the Building, the Demised Premises and the leasehold hereby created, or awards with respect thereto, then or thereafter accruing, by reason of any taking by eminent domain or by reason of anything lawfully done or required by any public authority, and the Lessee grants to the Lessor all the Lessee's rights, if any, to such repairs damages except with respect to the value of its personal property and its relocation expenses, which cannot be made within 15 days,this lease may be terminated at compensable by a separate award and shall execute and deliver to the option Lessor such further instruments of either partyassignment thereof as the Lessor may from time to time request.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If (i) the premises Premises (including, without limitation, the Exclusive Lobby Area), or all reasonable means of access thereto, is acquired or condemned by a Governmental Authority for any part thereof public or quasi-public use or purpose, or (ii) (I) more than ten percent (10%) of the estate thereinUsable Area of the Premises is so acquired or condemned (or all reasonable means of access to more than ten percent (10%) of the Usable Area of the Premises is so acquired or condemned), and (II) either Landlord or Tenant elect to terminate this Lease by giving notice thereof to the other party on or prior to the tenth (10th) day after the vesting of title, then this Lease and the Term shall end as of the date of the vesting of title with the same effect as if said date were the Expiration Date, it being agreed that Tenant shall be responsible to perform all of its obligations hereunder (including, without limitation, the obligation to pay Rental) which accrue through and including the date the Term so ends (it being understood that (i) any other prepaid portion of the Rental shall be refunded by Landlord to Tenant promptly after such termination, and (ii) Landlord's obligation to make any such refund shall survive such termination). If a part of the building materially affecting Lessee's use Premises (or all reasonable means of the premise, shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant access to such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any a part of the award for such taking Premises) is so acquired or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures condemned (and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction this Lease does not terminate pursuant to the terms of this leaseSection 11.1), then this Lease and the Term shall continue in force and effect, except that Lessee from and after the effective date of such acquisition or condemnation, the Fixed Rent shall be entitled proportionate reduction recalculated based on the Rentable Area of rent while the portion of the Premises that remains after such repairs are being made based upon acquisition or condemnation (or the extent portion of the Premises to which Tenant has reasonable means of access after such acquisition or condemnation) (it being understood that (x) the making portion of the Premises affected by such acquisition or condemnation shall be deleted from the Premises on the effective date of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidacquisition or condemnation, and (y) the Fixed Rent shall be recalculated using the rental rates set forth in the event definition of Comparison Amount, except that lessor for purposes of such recalculation for the period prior to Fixed Expiration Date, the aforesaid rental rates shall not elect to make such repairs which cannot each be made within 15 days,this lease may be terminated at the option of either partyreduced by Two and 85/100 Dollars ($2.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. (a) If the premises whole or any part thereof of the estate therein, or any other substantial part of the building Premises should be taken for any public or quasi-public use under governmental law, ordinances or regulation, or by right of eminent domain, or by private purchase in lieu thereof, or if the zoning of the Premises are changed so as to not allow Tenant’s Permitted Use, and the taking or rezoning would prevent or materially affecting Lessee's interfere with the use of the premisePremises for the purpose for which they are then being used, this Lease shall terminate effective when the legal taking or rezoning shall occur as if the date of such taking were the date originally fixed in the Lease for the expiration of the Term. (b) If part of the Premises shall be taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof, or if the zoning of the Premises are changed so as to not allow Tenant’s Permitted Use, and this lease Lease is not terminated as provided above, this Lease shall not terminate on but the date when title vests Pursuant to such takingrent, The rentoperating costs, taxes, maintenance, and any items deemed additional rent payable hereunder during the unexpired portion of this Lease shall be apportioned reduced to such extent as may be fair and reasonable under all of the termination datecircumstances. (c) All compensation awarded for any taking or zoning change of the Premises, and any rent paid for any period beyond the resultant termination of this Lease shall belong to Landlord; provided, however, that date Tenant shall be repaid to lessee. Lessee shall not be entitled to any part award made, whether to Landlord or to Tenant, for loss of business, the unamortized cost of Tenant’s betterments and Improvements, Tenant’s moving expenses, and the value of Tenant’s trade fixtures and further provided that Tenant may apply for and receive an award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking the loss of fixtures and improvements owned by lessee Tenant’s leasehold estate and for any moving expenses. DESTRUCTION OF PREMISES, other amounts allowed by law so long as such award amounts in the event no way diminish any award to Landlord or to any mortgage of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent Landlord with respect to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyLandlord’s remainder.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises all or any part thereof of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking Premises or any payment the Building shall be taken as a result of the exercise of the power of eminent domain or agreement in lieu thereof, but Lessee may file this Lease shall terminate as to the part so taken as of the date of taking, and, in the case of a claim for any partial taking of the Premises, either Landlord or Tenant shall have the right to terminate this Lease as to the balance of the Premises by giving written notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises taken shall be of such extent and nature as to substantially impair Tenant’s use of the balance of the Premises. If this Lease is terminated under the provisions of this Section 21, Rent shall be apportioned and adjusted as of the date of termination. In the event of any taking, 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 (and Tenant hereby assigns to Landlord any right or interest to any award applicable thereto), provided that the foregoing shall not preclude any claim that Tenant may have against the condemning authority for the unamortized cost of leasehold improvements, to the extent the same were installed at Tenant’s expense (and not with the proceeds of the Improvement Allowance), or for loss of business or moving expenses incurred in relocating from the Premises Tenant’s trade fixtures and improvements owned by lessee and for any moving expensesand/or other personal property. DESTRUCTION OF PREMISES, in In the event of a partial destruction taking of the premises during Premises which does not result in a termination of this Lease, the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can monthly Rent thereafter to be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee paid shall be entitled proportionate reduction of rent while such repairs are being made equitably reduced based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction balance of the building in which square feet of the premises n may be situated will terminate this leasePremises.

Eminent Domain. (a) If the premises or any part thereof of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, entire Premises shall be taken by the exercise of the right of eminent domaindomain for any public or quasi-public improvement or use, this lease Lease and the term hereby granted shall terminate then expire, on the date when title vests Pursuant to the Premises so taken shall vest in the appropriate authority or on the date when any possession is surrendered, if later, at which time all rights and obligations between the parties shall cease and rents and other charges shall be apportioned. (b) If: (i) a portion of the building shall be so taken as to make the balance thereof unusable in Tenant's reasonable opinion, for the purposes to which the Premises shall then be devoted; or (ii) more than twenty percent (20%) of the then existing parking area for the Premises shall be taken; or then Tenant shall have the right to cancel or terminate this Lease on thirty (30) days prior written notice to Landlord, to be given after the date when title to the portion(s) so taken shall vest in the appropriate authority. On such entire or partial taking, Landlord and Tenant shall pursue, in their respective individual and separate names and rights, unless otherwise required by law, such remedies and make such claims as they may have against the authority exercising such right of eminent domain or other lawful taking as if this Lease and the term hereof had not expired (whether or not such expiration shall have occurred on account of such taking, The rent, ) and any additional rent shall be apportioned as for the purpose of determining the respective rights and remedies of the termination dateparties, and any rent paid or for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part the purpose of an apportionment of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in damages Landlord shall be deemed to be the event of a partial destruction owner of the premises during land constituting the Premises and Tenant shall be deemed to be the owner of the buildings and all other improvements situated upon said Premises, subject to Landlord's right of reversion. The allocation of any award for the building and the improvements shall be based on straight line amortization based on a twenty-nine (29) year lease term hereof including option periods rounded to the nearest month with Landlord entitled to the portion of the award based on the number of months which have passed from the Effective Date and Tenant the balance. In no event shall Tenant be entitled to the diminution in value rent-wise of its leasehold, or the appreciation in value of its leasehold interest. Tenant shall be, however, entitled to any causeseparately awarded amount for moving expenses and its trade fixtures as opposed to other building improvements so long as such award does not reduce Landlord's award for the entire value of the land and its portion of the award for the Improvements as set forth above. (c) If Tenant shall not cancel the Lease as hereinabove provided in subparagraph 2 of this Article, Lessor this Lease shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee but the rental for the land constituting the Premises shall be entitled proportionate reduction reduced in proportion to the amount of rent while such repairs are being made based upon the extent to which the making of such land taken. Tenant shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated or construction at the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction its own cost and expense out of the building award or portion of award to Tenant, as is made necessary due to such partial taking. In any event, the amount of the award to be received by Landlord shall be the value of the land so taken and value of the reversionary interest in which the premises n may Improvements as determined pursuant to Paragraph 2 above, and the amount of the award to be situated will terminate this leasereceived by Tenant shall be the value of the Improvements taken less the value of Landlord's reversionary interest therein.

Eminent Domain. If the premises Except as hereinafter provided, if Building N2 or any part thereof of the estate thereinXxxxxxxx X0, or any other part of such portion thereof (or the building materially affecting Lessee's use of the premise, access thereto unless comparable replacement access is provided) shall be taken by condemnation or right of eminent domaindomain as to materially impair (if reconstructed to the maximum extent practicable in the circumstances) the continued conduct of the Tenant’s business at the Premises, this lease shall terminate on or the Property Common Areas, or such portion thereof as to render the Premises inaccessible such that the continued conduct of the Tenant’s business at the Premises is materially impaired, and the Landlord has no reasonable means of remedying or replacing said problem within two hundred and seventy (270) days after the date when title vests Pursuant to of such taking, The rentthe Tenant shall have the right to terminate this Lease by notice to the Landlord of its desire to do so, and any additional rent provided that such notice is given not later than forty five (45) days after the effective date of such taking. If so much of the Premises, or so much of the Property Common Areas, shall be apportioned as so taken that it would be appropriate to raze the Premises, or due to the lack of sufficient proceeds from the eminent domain taking not retained by any mortgagee or ground lessor, what may remain of the termination date, Premises and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall the Property cannot be entitled put into a condition such that the continued conduct of the Tenant’s business is not materially impaired, then each of the Landlord and the Tenant may terminate this Lease by giving notice to the other of its desire to do so not later than forty five (45) days after the effective date of such taking. Should any part of the award Premises or the Property be so taken or condemned during the Term, and should this Lease be not terminated in accordance with the foregoing provisions, the Landlord agrees to use diligent efforts to put what may remain of the Premises and the Property into proper condition for use and occupation as nearly like the condition of the Premises and the Property prior to such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee as shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent practicable, subject, however, to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing applicable laws and codes then in effect with the rent being proportionately ajusted aforesaidexistence, and in so long as the proceeds actually received by the Landlord from the eminent domain taking are sufficient therefor. In no event that lessor shall not elect the Landlord be obligated to make expend more than the amount of proceeds from the eminent domain taking actually received by the Landlord on such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partywork.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If In the premises event all the Premises are taken for any public or quasi-public use, under any part thereof statute or by right of the estate thereineminent domain, or by reason of any other transfer made in avoidance of an exercise of a right of eminent domain, or if any part of the building materially affecting Lessee's use Premises are so taken and the part not taken is insufficient for the reasonable operation of the premiseLESSEE'S business, shall be taken by eminent domainthen in any of such events, this lease shall terminate on the date when title vests Pursuant possession is required for the public or quasi-public use, and all rents, Taxes and other charges shall be prorated and paid to such date. a. In the event only part of the Premises are so taken or transferred and the part not so taken shall be sufficient for the reasonable operation of LESSEE'S business, this lease shall remain unaffected, except: i. LESSEE shall be entitled to a pro rata reduction in the rent to be paid hereunder, based on the proportion which the rental value of the portion of the Premises so taken bears to the rental value of the entire Premises originally demised. ii. LESSEE shall promptly, after such taking, The rentand at LESSEE'S own cost and expense, restore that part of the interior Premises and exterior LESSEE improvement not so taken to as near its former condition as the circumstances will permit. iii. LESSOR shall promptly, after such taking, restore that part of the roof and structural parts of the building not so taken to as near its former condition as the circumstances will permit. b. In case of any such taking or transfer, whether all of or any part of the Premises, and regardless of whether this lease survives, the LESSEE shall not be entitled to receive any additional rent shall be apportioned as portion of the termination dateaward or settlement; provided, and any rent paid for any period beyond however, that date shall be repaid to lessee. Lessee the LESSOR shall not be entitled to any part portion of an award or settlement specifically made to the award LESSEE for such loss of business and for LESSEE’S equipment. c. In the event of any partial taking or any payment in lieu thereoftransfer, but Lessee may file a claim and LESSOR and LESSEE shall be unable to agree as to whether the part not so taken or transferred shall be sufficient for any taking the reasonable operation of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISESLESSEE'S business, or as to the reduction, if any, in the event of a partial destruction of the premises during the term hereof from any causefixed rent, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee dispute shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent submitted to arbitration, which the making of such parties hereto agree shall interfere with the business of lessee on the premises such repairs cannot be final and binding as to made within these matters. The American Arbitration Association rules shall govern said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyarbitration.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. A- 17.01 If the premises whole or any part thereof substantially all of the estate thereinPremises shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose, then and in that event, the term of this Lease shall cease and terminate from the date of title vesting in such proceeding and the Tenant shall have no claim against Landlord for the value of any unexpired term of said lease. In the event that more than 25%, but less than the whole or any other part substantially the whole of the building materially affecting Lessee's use ground floor area of the premisePremises shall be so condemned, the Landlord and the Tenant shall each have the right to cancel and terminate this Lease, upon the giving of written notice to the other party not later than thirty (30) days after the date of vesting of title in the condemning authority, of the said party' s election to terminate said Lease. Termination shall be effected as of the time that possession of the part so taken shall be required for public use, Rent shall be apportioned and adjusted as of the time of termination and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. In the event that not more than 25% of the ground floor area of the Premises shall be taken by eminent domain, this lease shall terminate on condemnation or in the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of event that the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee Lease shall not be entitled to terminated as aforesaid, then the Term of this Lease shall continue in full force and effect and the Landlord shall repair the remaining part of the Premises, if any part thereof has been taken in such condemnation, and thereafter the Rent shall abate in the proportion which thx xxxare foot area of any part of the Premises so taken bears to the entire Premises. In the event that any condemnation shall not affect the Building in which the Premises are contained, this Lease shall in no way be affected and Rent shall in no way abate. No part of any award for xxx any such taking by condemnation or eminent domain shall belong to the Tenant and Tenant covenants to execute such instruments of assignment as shall be necessary or reasonably required by Landlord in any payment condemnation or eminent domain proceedings, if so requested, and to turn over to Landlord any damages that may be recovered in such proceedings. Any award, however, for damages for trade fixtures installed by Tenant or anyone claiming under Tenant at its own expense and which are not part of the realty shall belong to the Tenant. The Landlord shall have the absolute right to settle any claim in condemnation proceedings without interference from Tenant and without any obligation to Tenant, and Landlord shall have the absolute right to make a conveyance of title of the real property being taken by condemnation proceedings to the public or quasi public authority having the power of eminent domain in lieu of the condemnation proceedings, and where said conveyance is made in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor it shall forthwith repair have the same provided that same repairs can be made within 15 days under existing force and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction effect herein as if the condemnation proceedings had proceeded to full and final completion. A conveyance of rent while such repairs are being made based upon the extent to which the making title in lieu of such proceedings shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at prior to the option actual commencement of either party.In proceedings or the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent filing of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction formal notice of the building in which the premises n may be situated will terminate this leasetaking.

Eminent Domain. If the premises entire Premises, or any part so much thereof (but not less than 25% of the estate therein, or any other part rentable area of the building materially affecting LesseePremises) as to render the balance thereof not reasonably usable for the conduct of Tenant's use of the premisebusiness, shall be taken or appropriated under the power of eminent domain or conveyed in lieu thereof, either party hereto may, by serving written notice upon the other party hereto within thirty (30) days thereafter, immediately terminate this Lease. If any substantial part of the Project excluding the Premises shall be taken or appropriated under the power of eminent domaindomain or conveyed in lieu thereof, Landlord may so terminate this lease Lease. In either of such events, Landlord shall receive (and Tenant shall assign to Landlord upon demand by Landlord) any income, rent, award or any interest therein which may be paid in connection therewith, and Tenant shall have no claim against Landlord for any part of any sum so paid, whether or not attributable to the value of the unexpired Term of this Lease. If a part of the Premises shall be so taken, appropriated or conveyed and neither party hereto shall elect to so terminate on this Lease, (i) Base Rent and Additional Rent payable hereunder shall be abated in the date when title vests Pursuant proportion that the rentable area of the portion of the Premises so taken, appropriated or conveyed bears to the rentable area of the entire Premises, and (ii) if the Premises shall have been damaged as a consequence of such partial taking, The rentappropriation or conveyance, and Landlord shall, to the extent of any additional rent shall be apportioned as of severance damages received by Landlord, restore the termination datePremises continuing under this Lease; provided, and any rent paid for any period beyond however, that date shall be repaid to lessee. Lessee Landlord shall not be entitled required to repair or restore any damage to the property of Tenant or to make any repairs to or restoration of any alterations, additions, fixtures or improvements installed on the Premises by or at the expense of Tenant, and Tenant shall pay any amount in excess of such severance damages required to complete such repairs or restoration. Notwithstanding anything to the contrary contained in this Section, if the temporary use or occupancy of any part of the award for such taking Premises shall be taken or any payment appropriated under the power of eminent domain or conveyed in lieu thereofthereof during the Term of this Lease, but Lessee may file this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all rent payable hereunder by Tenant during the Term of this Lease; in the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive a claim separate award (not reducing Landlord's award) as compensation for any taking loss of fixtures and improvements owned by lessee and for any moving expensesthe use or occupancy of the Premises during the Term of this Lease. DESTRUCTION OF PREMISESTo the extent that it is inconsistent with the above, each party hereto hereby waives the provisions of Section 1265.130 of the California Code of Civil Procedure allowing either party to petition a court to terminate this Lease in the event of a partial destruction taking of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyPremises.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises or any part thereof whole of the estate therein, Building or any other part the whole of the building materially affecting Lessee's use of the premise, Premises shall be taken by the exercise of the power of eminent domaindomain or pursuant to any transfer in lieu of the exercise of such power (hereinafter called a "Condemnation Proceeding") then this Lease shall terminate as of the date of the taking of possession by or the vesting of title in the condemning authority (such date being hereinafter called the "Taking Date"). If less than the whole of the Building or less than the whole of the Premises shall be taken in a Condemnation Proceeding, Tenant may at its option terminate this lease Lease as of the Taking Date by giving notice of its exercise of such option within sixty (60) days after the Taking Date, provided that as a result of such taking the Premises (or the remaining portion thereof) may no longer be adequately used for the Permitted Use. If a portion of the Premises shall be taken and Tenant shall not exercise its option to terminate this Lease or if such taking shall not give rise to such option to terminate, then this Lease shall terminate on the date when title vests Pursuant Taking Date only as to that portion of the Premises so taken but shall remain in full force and effect with respect to that portion of the Premises not so taken, Landlord shall diligently pursue to completion the repair of the remaining Premises to be operable as a single unit, and the Rent and other charges payable by Tenant hereunder shall be reduced in the ratio in which the diminution of the rentable square footage of the Premises following the Taking Date shall bear to the rentable square footage thereof immediately prior to such takingTaking Date. Except as otherwise ordered by the court in a Condemnation Proceeding, The all income, rent, awards or interest derived from any Condemnation Proceeding shall belong to and any additional rent be the property of Landlord; provided, however, Tenant shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the pursue a separate award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any its moving expenses. DESTRUCTION OF PREMISES, in the event loss of a partial destruction business or goodwill and loss of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partypersonal property.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If In the premises or any part thereof event that all of the estate thereinProperty is taken (other than for temporary use, hereafter described) by public authority under power of eminent domain (or any other part by conveyance in lieu thereof), then this Lease shall terminate as of the building materially affecting Lessee's use date of the premise, shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent Base Rent and Tenant’s share of Total Operating Costs shall be apportioned as of the termination date, and date of termination. In the event that all or any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any substantial part of the award Premises or the Building or its common areas is taken (but not all of the Property, or other than for such taking temporary use) by public authority under power of eminent domain (or any payment by conveyance in lieu thereof), but Lessee may file a claim for any then by notice given within three months following the recording of such taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, (or conveyance) in the event appropriate registry of a partial destruction deeds, this Lease may be terminated as of the premises during the term hereof from any causedate of such taking, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee Base Rent and Tenant’s share of Total Operating Costs shall be entitled proportionate reduction apportioned as of rent while such repairs are being made based upon the extent date of termination. If this Lease is not terminated as aforesaid, subject to which the making rights of such mortgagees Landlord shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with thereafter, diligently restore what may remain of the rent being proportionately ajusted aforesaid, and in the event Premises (excluding any Tenant Property or other items installed or paid for by Tenant that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease Tenant is permitted or may be terminated at the option of either party.required to remove upon expiration and any Tenant Work) to a tenantable condition. In the event some portion of rentable floor area of the Premises is taken (other than for temporary use) and this Lease is not terminated, Base Rent shall be proportionally abated for the remainder of the Term. In the event of any taking of the Premises or any part thereof for temporary use, (i) this Lease shall be and remain unaffected thereby and rent shall not xxxxx, and (ii) Tenant shall be entitled to receive for itself such portion or portions of any award made for such use with respect to the period of the taking that is within the buildxxx xx xhich Term, provided that if such taking shall remain in force at the demised premises expiration or earlier termination of this Lease, then Tenant shall pay to Landlord a sum equal to the reasonable cost of performing Tenant’s obligations hereunder with respect to surrender of the Premises and upon such payment shall be excused from such obligations. So long as Tenant is not then in breach of any covenant or condition of this Lease, any specific damages that are expressly awarded to Tenant on account of its relocation expenses, or any Tenant Property, and specifically so designated, shall belong to Tenant. Except as provided in the preceding sentence of this paragraph, Landlord reserves to itself, and Tenant releases and assigns to Landlord, all rights to damages accruing on account of any taking or by reason of any act of any public authority for which damages are payable. Tenant agrees to execute such further instruments of assignment as may be situated destroyed reasonably requested by Landlord, and to an extent of not less than one third replacement costs thereof lessor may elect turn over to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n Landlord any damages that may be situated will terminate this leaserecovered in any proceeding or otherwise.

Eminent Domain. (a) If the premises whole or any part thereof of the estate therein, or any other material part of the building materially affecting Lessee's use of Premises, including the premisebuildings and/or other improvements, shall be are taken by any public authority under the power of eminent domain, this lease shall terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction conveyance by Lessor in lieu of the premises during exercise of the term hereof power of eminent domain by such public authority, such that Lessee cannot continue to operate its business from the Premises, then the Term of this Lease shall cease as of the date possession thereof shall be taken by such public authority and the rent and other charges shall be paid up to that day, with a proportionate refund by Lessor of any causesuch rent and other charges as may have been paid in advance. If only a part or portion of the Premises is taken which would not prevent Lessee from operating its business at the Premises, as reasonably determined by Lessor, then Lessee shall repair, rebuild or restore any improvements on the Premises, with the proceeds from the condemnation award (which Lessor hereby agrees to assign to Lessee for such purpose), to a condition acceptable to Lessee for its business. The determination of whether Lessee can continue to operate its business from the Premises after an eminent domain event shall be determined by the Lessor in Lessor's reasonable judgment. (b) The amount awarded or paid for any total or partial taking under the power of eminent domain shall belong to and be the property of Lessor, if such amount is awarded as compensation for the fee of the Premises (including the building and related improvements paid for by Lessor) or as damage to the residue; provided, however, that if there is a partial taking which does not prevent Lessee from operating its business on the Premises, Lessor shall forthwith repair agrees to assign such reasonable portion of the same provided that same repairs can award to Lessee to be made within 15 days under existing used by Lessee to repair, rebuild or restore any improvements on the Premises taken as a result of such appropriate action. Lessor and regulationsLessee are entitled to participate in the negotiations with the condemning authority, but such partial destruction not terminate this lease, except that and Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere proceed with direct negotiations with the business condemning authority with respect to any damage or taking of lessee improvements constructed on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidPremises by or on behalf of Lessee, and in the event that lessor to Lessee’s fixtures, equipment, personal property and/or for moving expenses, and any such amounts separately awarded for such items of equipment and personal property owned by Lessee shall not elect belong to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyLessee.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises whole or any part thereof of the estate therein, or any other a substantial part of the building materially affecting Lessee's Building is taken or condemned for a public or quasi-public use under any statute or by right of eminent domain by any competent authority or sold in lieu of such taking or condemnation, such that in the premise, shall be taken by eminent domainopinion of Landlord the Building is not economically operable as before without substantial alteration or reconstruction, this lease Lease shall automatically terminate on the date when title vests Pursuant that the right to such possession shall vest in the condemning authority (the ‘Taking Date”), with Rent being adjusted to said Taking Date, and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. Tenant shall have no claim against Landlord and no claim or right to any portion of any amount that may be awarded as damages or paid as a result of any taking, The rent, and any additional rent shall be apportioned as condemnation or purchase in lieu thereof; all rights of the termination date, and any rent paid for any period beyond that date shall be repaid Tenant thereto are hereby assigned by Tenant to lesseeLandlord. Lessee shall not be entitled to If any part of the award for such taking Demised Premises is so taken or any payment condemned and this Lease is not terminated in lieu thereofaccordance with the foregoing provisions of this Section, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in this Lease shall automatically terminate as to the event of a partial destruction portion of the premises during Demised Premises so taken or condemned, as of the term hereof from any causeTaking Date, Lessor and this Lease shall forthwith repair continue in full force as to the same provided remainder of the Demised Premises, with Rent abating only to the extent of the Demised Premises so taken or condemned; provided, however, that same repairs can be made within 15 days under existing and regulationsif the remaining portion of the Demised Premises is no longer suitable for the Permitted Use, but such partial destruction not then Tenant shall have the right to terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon Lease by providing written notice thereof to Landlord within thirty (30) days after the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyTaking Date.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises all or any part thereof of the estate therein, or any other part of the building materially affecting Lessee's Premises are taken 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 the date of taking; provided, however, that a condition to the exercise by Tenant of this right to terminate shall be that the portion of the Premises taken shall be of an extent and nature that substantially handicaps, impedes or impairs Tenant’s use of the premisebalance of the Premises. If title to so much of the Project is taken that a reasonable amount of reconstruction thereof will not in Landlord’s sole discretion result in the Building being a practical improvement and reasonably suitable for use for the purpose for which it is designed, shall be taken by eminent domain, then this lease Lease shall terminate on the date when title vests Pursuant to such takingthat the condemning authority actually takes possession of the part so condemned or purchased. If this Lease is terminated under the provisions of this Section, The rent, and any additional rent Rent shall be apportioned and adjusted as of the termination datedate of termination. Except as specifically provided in this Section, 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. If there is a partial taking of the Project and this Lease is not terminated under the provisions of this Section, then this Lease shall remain in full force and effect, and any rent paid for any period beyond Landlord shall, within a reasonable time thereafter, repair or reconstruct the remaining portion of the Building to the extent necessary to make it a complete architectural unit; provided, that date shall be repaid to lessee. Lessee in complying with this obligation, Landlord shall not be entitled required to expend more than the net proceeds of the condemnation award which are paid to Landlord. Upon any such partial taking, Landlord shall have the right to reduce the Base Operating Expenses used to calculate Tenant’s Additional Rent under Article 2 to reflect the amount of operational savings arising from the partial taking, as determined by Landlord in its sole but reasonable discretion. Nothing herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority for loss of business; for damage to, and cost of removal of, trade fixtures, furniture and other personal property belonging to Tenant; and for the unamortized cost of leasehold improvements to the extent they were installed at Tenant’s expense (and not with the proceeds of the Tenant Improvement Allowance); provided, however, that no claim by Tenant shall diminish or adversely affect Landlord’s award. However, all compensation awarded or paid to Landlord upon a total or partial taking of the Premises or the Project shall belong to and be the property of Landlord without any participation by Tenant. Notwithstanding anything to the contrary in this Section, if during the Lease Term the use or occupancy of any part of the award Project or the Premises shall be taken or appropriated temporarily for such any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, this Lease shall be and remain unaffected by the taking or any payment appropriation, and Tenant shall continue to pay in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expensesfull all Rent payable under the Lease during the Lease Term. DESTRUCTION OF PREMISES, in In the event of a partial destruction of the premises during the term hereof from any causesuch temporary appropriation or taking, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee Tenant shall be entitled proportionate reduction to receive that portion of rent while such repairs are being made based upon any award which represents compensation for the extent to which loss of use or occupancy of the making of such shall interfere with Premises during the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidLease Term, and in Landlord shall be entitled to receive that portion of any award which represents the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at cost of restoration and compensation for the option loss of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured use or not.a total destruction occupancy of the building in which Premises after the premises n may be situated will terminate this leaseend of the Lease Term.

Eminent Domain. If the premises or any part thereof of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich whole of the demised premises may Building or the whole of the Premises shall be situated destroyed taken by the exercise of the power of eminent domain or pursuant to an extent any agreement in lieu of not the exercise of such power (hereinafter called a "Condemnation Proceeding") then in such case this Lease shall terminate as of the date of the taking of possession by or the vesting of title in the condemning authority (said date being hereinafter called the "Taking Date"). If less than one third replacement costs thereof lessor the whole of the Building or less than the whole of the Premises shall be taken in a Condemnation Proceeding, Tenant may elect at its option terminate this Lease as of the Taking Date by giving notice of its exercise of such option within sixty (60) days after the Taking Date, provided that as a result of such taking the Premises (or the remaining portion thereof) may no longer be adequately used for the purpose contemplated by this Lease as hereinbefore set forth. If a portion of the Premises shall be so taken and Tenant shall not exercise its option to terminate lease whether this Lease or if such taking shall not give rise to such option to terminate as aforesaid, then this Lease shall terminate on the demised premises be injured or not.a total destruction Taking Date only as to that portion of the building Premises so taken but shall remain in full force and effect with respect to that portion of the Premises not so taken, and the Rent and other charges payable by Tenant to Landlord hereunder shall be abated and reduced in the ratio which the premises n may diminution in the total floor space of the Premises following such Condemnation Proceeding shall bear to the total floor space thereof immediately prior to such Condemnation Proceeding. All income, rent, awards or interest derived from any Condemnation Proceeding shall belong to and be situated will terminate this leasethe property of Landlord.

Eminent Domain. (a) If the premises or any part thereof whole of the estate thereinPremises shall be acquired or condemned by Eminent Domain for any public or quasi public use or purpose, then and in that event, the term of this Lease 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 and assigns to Landlord, Tenant’s entire interest in any such award. Tenant shall have the right to make an independent claim to the condemning authority for the value of Tenant’s moving expenses and personal property, trade fixtures and equipment, provided Tenant is entitled pursuant to the terms of the Lease to remove such property, trade fixtures and equipment at the end of the term and provided further such claim does not reduce Landlord’s award. (b) If in the event of partial condemnation of the Premises, the remaining portion of the Premises is not reasonably suitable for use by Tenant including, without limitation, a reduction in the size of the Premises so that Tenant cannot conduct its business therein in the same manner as previously, or any other part of the building access thereto is materially affecting Lessee's use of the premiseimpaired, shall be taken by eminent domain, then this lease Lease shall terminate on the date when of vesting of title vests Pursuant in the condemning authority (and Landlord shall undertake commercially reasonable efforts to give the Tenant not less than ninety (90) days prior written notice of such taking, The rent), and Tenant shall have no claim against Landlord for the value of any additional rent shall be apportioned as unexpired portion of the termination dateTerm of this Lease, and any rent paid for any period beyond that date nor shall be repaid to lessee. Lessee shall not Tenant be entitled to any part of the condemnation award or private purchase price but Tenant shall have the right to make an independent claim in accordance with the provisions of Article 21(a) of this Lease. Except to the extent provided for such taking in Article 21(a) or any payment in lieu thereofthe foregoing sentence, if less than substantially all of the Premises is condemned, this Lease shall not terminate, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, rent shall xxxxx in proportion to the event of a partial destruction portion of the premises during Premises condemned and Landlord will restore with reasonable diligence the term hereof from any cause, Lessor shall forthwith repair remaining portions of the Premises as nearly as practicable to the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon condition it was in prior to the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partycondemnation.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If In the premises event the whole or any part thereof substantially all of the estate thereinPremises, the Building or any other part of the building materially affecting Lessee's use of Project (or the premise, parking areas) shall be taken by under the power of eminent domain, or sold to prevent the exercise thereof (collectively, a “Taking”), this lease Lease shall automatically terminate on as of the date when title vests Pursuant 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, or if any of Landlord’s Mortgage(s) require application of the condemnation proceeds to the reduction of the mortgage indebtedness, Landlord may terminate this Lease upon thirty (30) days’ written notice to Tenant given at any time within sixty (60) days following the date of such Taking. If the Taking renders all or a substantial portion of the Premises untenantable or inaccessible or results in a material reduction of accessible on-site parking spaces to the extent that the Project is not in compliance with applicable Laws or is no longer viable for Tenant to continue to operate its business at the Premises in the manner operated immediately prior to such taking, The rentTenant may terminate this Lease effective on the date of Taking by written notice given no later than sixty (60) days after such date. For purposes of this Lease, the date of Taking shall be the earlier of the date of transfer of title resulting from such Taking or the date of transfer of possession resulting from such Taking. In the event that a portion of the Premises is so taken and this Lease is not terminated, Landlord shall, with reasonable diligence, use commercially reasonable efforts to proceed to restore (to the extent permitted by Law and covenants, conditions and restrictions then applicable to the Project) the Premises (other than Tenant’s personal property and fixtures, and any additional rent above-standard tenant improvements) to a complete, functioning unit, including the Tenant Improvements as appropriately adjusted to reflect the Taking. During such restoration, the Basic Annual Rent, Operating Expenses and Additional Rent shall be apportioned as fully abated until the earlier of (i) the date Tenant re-opens for business in the Premises; or (ii) the date the Premises, including the Tenant Improvements, have been Substantially Completed, at which time, the Basic Annual Rent, Tenant’s Proportionate Share of Operating Expenses and Additional Rent shall be permanently reduced proportionately based on the portion of the termination datePremises 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 any rent paid for any period beyond that date effect and Tenant shall be repaid continue to lessee. Lessee perform each of its obligations under this Lease; in such case, Tenant shall not be entitled to any part receive the entire award allocable to the temporary Taking of the Premises. 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 for such taking or any payment in lieu thereoftherefor, but Lessee may file a claim without deduction for any taking estate or interest of fixtures and improvements owned by lessee and Tenant. Nothing contained in this Paragraph 10, however, shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the condemning authority for any and all damages to or loss of leasehold interest created by this Lease or Tenant's business, the Taking of personal property, fixtures, equipment, above standard tenant improvements of Tenant or for relocation or moving expensesexpenses recoverable by Tenant from the condemning authority. DESTRUCTION OF PREMISES, This Paragraph 10 shall be Tenant’s sole and exclusive remedy in the event of a partial destruction of Taking. This Lease sets forth the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing terms and regulations, but such partial destruction not conditions upon which this Lease may terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at of a Taking. Accordingly, the option of either party.In parties waive any statutes permitting the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect parties to terminate lease whether the demised premises be injured or not.a total destruction this Lease as a result of the building in which the premises n may be situated will terminate this leasea Taking.

Eminent Domain. If the premises or any part thereof Should all of the estate thereinPremises be taken under the power of eminent domain or a conveyance in lieu thereof by any authority having the right of condemnation, or any other part if a portion thereof is taken so that the Premises are unsuitable, in Tenant’s reasonable opinion, for Tenant’s use, then the Term of the building materially affecting Lessee's use of the premise, shall be taken by eminent domain, this lease Lease shall terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination date, date that title shall vest in the acquiring authority and any rent paid for any period beyond that date the Rent and other charges shall be repaid to lesseeadjusted as of the date of such taking. Lessee In such case, Landlord shall not be entitled to the proceeds of the condemnation award made to Landlord. Nothing herein shall be construed to prevent Tenant from separately pursuing a claim against the condemning authority for its independent loss or damages to the extent available. Tenant shall have no claim against Landlord for the value of the unexpired term of this Lease. Should any part of the award Premises be taken in the exercise of eminent domain or a conveyance in lieu thereof or in connection therewith, but not such as to render the Premises unsuitable for the operation of its business, this Lease shall continue on the same terms and conditions except that the description of the Premises or the real estate taken by right of eminent domain or a conveyance in lieu thereof or in connection therewith shall be modified to reflect such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee Rent shall be entitled proportionate reduction of rent while modified to reflect such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.taking. In the event that this Lease does not terminate by reason of such taking, the buildxxx xx xhich condemnation proceeds from the demised premises may Premises will first be situated destroyed used to an extent restore the Premises to a position of not less than one third replacement costs thereof lessor may elect occupancy by the Tenant. The balance of such condemnation proceeds from the Premises, if any, shall belong to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this leaseLandlord.

Eminent Domain. 14.1 If the premises all or any part thereof substantially all of the estate thereinPremises or the Warehouse is damaged, condemned or taken in any other part manner for public or quasi-public use, including but not limited to a transfer, conveyance or assignment made in anticipation of the building materially affecting Lessee's use of the premise, shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee either temporarily or permanently (a "Taking"), this Lease shall automatically terminate as of the earlier of the date of the vesting of title or the date of dispossession of Tenant as a result of such Taking (the "Taking Date"). If less than all or substantially all of the Premises is so condemned or taken, this Lease shall automatically terminate only as to the portion of the Premises so taken as of the Taking Date provided, however, if a Taking would require, in the opinion of Landlord, a substantial alteration or reconstruction of the remaining portions of the Premises or the Warehouse, this Lease may be terminated by Landlord, as of the Taking Date, by written notice to Tenant within sixty (60) days following notice to Landlord of the Taking Date; provided further that if the portion of the Premises remaining after said taking is, in the reasonable opinion of Tenant, insufficient or inadequate for continued use by Tenant, Tenant may terminate this Lease on notice to the Landlord. 14.2 Landlord shall be entitled to the entire award in the Taking, including, without limitation, any award made for the value of or damages to the leasehold estate created by this Lease. No award for any partial or entire Taking shall be apportioned, and Tenant hereby assigns to Landlord any award that may be made in connection with any such Taking, whether for the value of the property taken or for damages, together with any and all rights of Tenant now or hereafter arising in or to same or any part thereof; provided, however, that nothing contained herein shall be deemed to give Landlord any interest in, or to require Tenant to assign to Landlord, any award made to Tenant specifically for its relocation expenses, the taking of personal property and fixtures belonging to Tenant, or the interruption of or damage to Tenant's business if such award is made separately to Tenant and not as part of the damages recoverable by Landlord. Tenant shall fully cooperate with and assist Landlord in establishing and pursuing any claims Landlord may have relating to any Taking, and without limiting the foregoing, (i) Tenant shall upon Landlord's request file a claim for "Disclaimer of Interest" in any taking of fixtures and improvements owned by lessee and for litigation pertaining to a Taking, (ii) Tenant shall not assert any moving expenses. DESTRUCTION OF PREMISESdefenses or file any motions, including but not limited to, motions to dismiss, or counterclaims, in any such litigation, and (iii) Tenant shall be bound by any negotiations for the settlement, pre-suit or otherwise, of any litigation, which negotiations shall be conducted by Landlord on behalf of both Landlord and Tenant, and shall be binding on Tenant. 14.3 In the event of a partial destruction Taking that does not result in a termination of this Lease as to the entire Premises pursuant to Section 14.1, the Monthly Rent shall abatx xx proportion to the portion of the premises during Premises taken by such condemnation or other taking. 14.4 If all or any portion of the term hereof from any causePremises is taken for a limited period of time, Lessor this Lease shall forthwith repair remain in full force and effect and Tenant shall continue to perform all terms, conditions and covenants of this Lease; provided, however, the same provided Monthly Rent shall abatx xxxing such limited period in proportion to the portion of the Premises that same repairs can be made within 15 days under existing is rendered untenantable and regulations, but unusable as a result of such partial destruction not terminate this lease, except that Lessee Taking. Landlord shall be entitled proportionate reduction to receive the entire award made in connection with any such temporary Taking, whether for the value of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing property taken or for damages. Provided however that all costs incurred by Tenant in effect with the rent being proportionately ajusted aforesaidobtaining, relocating to, additional charges, vacating, and in moving back to the event Premises during such limited period of time, are to be paid by Landlord. 14.5 Landlord may, without any obligation to Tenant, agree to sell and/or convey to a condemnor the Premises, or any portion thereof sought by the condemnor, free from this Lease and the rights of Tenant hereunder, without first requiring that lessor shall not elect any action or proceeding be instituted or, if instituted, pursued to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partya judgment.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises entire Leased Premises shall be taken, leased or condemned (either temporarily or permanently) for public purposes, or in the event Landlord shall convey or lease the property to any part thereof public authority in settlement of a threat of condemnation or taking, the rent shall be adjusted to the date of such taking or leasing or conveyance, and this Lease shall thereupon terminate. If only a portion of the estate thereinLeased Premises shall be so taken, leased or condemned, and as a result of such partial taking, Tenant is reasonably able to use the remainder of the Leased Premises for the purposes intended hereunder (as reasonably determined by Landlord), then this Lease shall not terminate but, effective as of the date of such taking, leasing or condemnation, the rent hereunder shall be abated in an amount thereof proportionate to the area of the Leased Premises so taken, leased or condemned. If, following such partial taking, Tenant shall not be reasonably able to use the remainder of the Leased Premises for the purposes intended hereunder, then this Lease shall terminate as if the entire Leased Premises had been taken, leased or condemned. If the Designated Parking Spaces (defined below), or any other part of the building materially affecting Lessee's use of the premiseportion thereof, shall be taken by eminent domainso taken, leased or condemned, Landlord shall provide Tenant with replacement parking spaces in a substantially comparable location to the Designated Parking Spaces so taken, leased or condemned. In the event of a taking, leasing or condemnation as described in this lease Section 18, whether or not there is a termination hereunder, Tenant shall terminate on have no claim against Landlord, other than an adjustment of rent, to the date when title vests Pursuant to such of taking, The rentleasing or condemnation, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee Tenant shall not be entitled to, and Tenant hereby assigns to Landlord, any part portion of any amount that may be awarded as damages or paid as a result or in settlement of such proceedings or threat with respect to the award for such taking or any payment in lieu thereofproperty of Landlord, including, but Lessee may file not limited to, the Leased Premises and improvements therein. Tenant shall not make a claim against the condemning authority except for any taking the value of fixtures Tenant’s personal property, equipment, and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises or any part thereof of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich whole of the demised Leased Premises shall be taken or condemned for any public or quasipublic use or purpose by any competent authority in appropriation proceedings or by any right of eminent domain, then this Lease shall terminate as of the date title vests in the condemnor, all rents and other payments shall be paid up to that date, and Landlord and Tenant shall have no further obligations by reason of the provisions of this Lease. In the event that less than the whole of the Leased Premises is so taken or condemned, then Landlord shall have the right to terminate this Lease upon written notice to Tenant given at least thirty (30) days prior to the date title vests in the condemnor, and this Lease shall terminate as of the date title vests in the condemnor, all rents and other payments shall be paid up to date, and Landlord and Tenant shall have no further obligations by reason of the provisions of this Lease. In the event that Landlord does not elect to so terminate this Lease, Landlord, to the extent of the condemnation award, shall repair and restore the portion not affected by the taking so as to constitute the remaining premises a complete architectural unit. Thereafter, the rent to be paid by Tenant shall be adjusted proportionately according to the ratio that the floor area remaining in the Leased Premises bears to the former floor area in the Leased Premises, and all of the other terms of this Lease shall remain in full force and effect. Tenant shall have no interest in any award resulting from any condemnation or eminent domain or similar proceedings whether such award be for diminution in value to the leasehold or to the fee of the Leased Premises, except that Tenant shall be entitled to claim, prove and receive in such proceedings such award as may be situated destroyed to an extent allowed it for loss of not less than one third replacement costs thereof lessor may elect to terminate lease whether business, relocation, and for Tenant's trade fixtures and personal property which are removable by Tenant at the demised premises be injured or not.a total destruction end of the building term of this Lease, provided such award shall be in which addition to the premises n may be situated will terminate this leaseaward for land, buildings and other improvements.

Eminent Domain. If the premises or any part thereof whole of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, Premises shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the Term of this lease Lease shall cease as of the date title or possession is taken by such public authority. If only part of the Premises shall be so taken, this Lease shall terminate on only as to the portion taken, and shall continue in full force and effect as to the remainder of the Premises, and after the effective date when title vests Pursuant to such taking, The rent, of the taking the Monthly Minimum Rent and any additional rent as provided in this Lease payable by Lessee to Lessor hereunder shall be apportioned as reduced proportionately; provided, however, if the remainder of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which Premises cannot be made within 15 days,tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, or the Common Areas necessary for Lessee's conduct of its business at the Premises is so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority may terminate this lease Lease effective as of such surrender of possession. Unless this Lease is terminated by virtue of a taking pursuant to this Section, Lessor shall as soon after the taking as may be terminated reasonably possible, at its sole expense, make all repairs and alterations to the Premises and the Common Areas necessitated by such taking. In such event, Lessee shall continue to utilize the Premises for the operation of its business to the extent that it may be practicable to do so in Lessee's business judgment. If Lessee continues doing business at the option Premises prior to the completion of either party.repair and restoration work by Lessor, the rent payable hereunder by Lessee shall be equitably abated based on the proportion that the unusable part of the Premises bears to the whole thereof. In the event that Lessee does not continue doing business at the buildxxx xx xhich Premises prior to the demised premises completion of repair or restoration work by Lessor, all rent and any and all other charges payable hereunder by Lessee shall xxxxx from the time of the actual taking, sale or any disturbance of Lessee's possession of the Premises, until completion of such repair and restoration work by Lessor, and the expiration of such further reasonable time as shall be necessary to enable Lessee to resume doing business at the Premises. Lessee may terminate this Lease by giving Lessor thirty (30) days' prior written notice in the event Lessor does not or is unable to complete its repair and/or restoration of the Premises and the Common Areas within one hundred eighty (180) days after the taking for any reason whatsoever. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be situated destroyed given for the Land and Building. Lessee shall have no claim against Lessor for the value of any unexpired Term of this Lease. Lessee shall have the right to seek an extent of independent and separate award from the condemning authority so long as such award does not less than one third replacement costs thereof lessor may elect to terminate lease whether diminish the demised premises be injured or not.a total destruction amount of the building award payable to Lessor for the loss of goodwill, business interruption, cost of removal and decrease in value, as a result of such taking of Lessee's trade fixtures, equipment and stock-in-trade located at the Premises and the value of the leasehold of which it is deprived for the premises n may be situated will terminate remainder of the Term of this leaseLease.

Eminent Domain. 15.1 If the premises Premises or any part portion thereof are taken as a result of the estate thereinexercise of the power of eminent domain, or any transfer in lieu thereof, this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever first occurs, and, in the case of a partial taking, either Lessor or Lessee 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 Lessee of such right to terminate shall be that the portion of the Premises taken shall be of such extent and nature as substantially to handicap, impede or impair Lessee’s use of the balance of the Premises. If any material part of the building materially affecting Lessee's use of the premise, Building or Office Building Project shall be taken by as a result of the exercise of the power of eminent domain, whether or not the Premises are affected, Lessor shall have the right to terminate this lease shall terminate on Lease by written notice to Lessee within thirty (30) days of the date when title vests Pursuant of the taking. If neither Lessor nor Lessee terminates this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to such the portion of the Premises remaining, except that the Rent and Additional Rent shall be reduced in the proportion that the floor area of the Premises taken bears to the total floor area of the Premises. Common Areas taken shall be excluded from the Common Areas usable by Lessee and no reduction of Rent shall occur with respect thereto or by reason thereof. In the event of any taking, The rent, and any additional rent Lessor shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part and all compensation, damages, income, rent, awards, or any interest therein whatsoever which may be paid or made in connection therewith, and Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease or otherwise; provided that Lessor shall have no claim to any portion of the award for such that is specifically allocable to Lessee’s relocation expenses or the interruption of or damage to Lessee’s business. 15.2 Notwithstanding any other provision of this Section 15, if a taking occurs with respect to all or any payment in lieu thereofportion of the Premises for a limited period of time, but this Lease shall remain unaffected thereby and Lessee may file a claim for any taking shall continue to pay Rent and Additional Rent and to perform all of fixtures the terms, conditions and improvements owned by lessee and for any moving expensescovenants of this Lease. DESTRUCTION OF PREMISES, in In the event of a partial destruction of the premises during the term hereof from any causesuch temporary taking, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction to receive that portion of rent while such repairs are being made based upon any award which represents compensation for the extent use or occupancy of the Premises during the Term up to which the making total Base Rent and Additional Rent owing by Lessee for the period of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidtaking, and Lessor shall be entitled to receive the balance of any award. 15.3 Lessee hereby waives and releases any right, under any applicable law, statute or ordinance now or hereafter in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect effect, to terminate lease whether the demised premises be injured this Lease in whole or not.a total destruction in part due to a taking of the building in which Premises as a result of the premises n may be situated will terminate this leaseexercise of the power of eminent domain.

Eminent Domain. (a) If the premises or any part thereof whole of the estate thereinPremises should be taken by any public or quasi- public authority under the power or threat of eminent domain during the Term, or if a substantial portion of the Premises should be taken so as to materially impair the use of the Premises contemplated by Xxxxxx, and thereby frustrate Xxxxxx’s purpose in entering into this Lease, then, in either of such events, this Lease shall terminate at the time of such taking. In such event, of the compensation and damages payable for or on account of the Property, exclusive of the buildings and improvements thereon, Tenant and Lender, as their interests may appear, shall receive a sum equal to the worth at the time of the compensation award of the amount by which: the fair rental value of the Premises for the balance of the Term (including unexercised Extension Periods) exceeds the rental payable pursuant to the terms of this Lease for the balance of the Term (including unexercised Extension Periods); the balance of such compensation and damages shall be payable to and be the sole property of Landlord. All compensation and damages payable for or on account of the buildings and improvements located on the Property and constituting a part of the Premises shall be divided among Landlord, Tenant, and Lender as follows: (1) All compensation and damages payable for or on account of buildings and improvements having a remaining useful life less than the remaining Term as of the date of such taking shall be payable to and be the sole property of Xxxxxx and Lender, as their interests may appear; and (2) A proportionate share of all compensation and damages payable for or on account of buildings and improvements having a remaining useful life greater than the remaining Term as of the date of such taking, determined by the ratio that the then remaining Term bears to the then remaining useful life of such buildings and improvements, shall be payable to and be the sole property of Tenant and Lender, as their interests may appear, and the remaining share thereof shall be payable to and be the sole property of Landlord. (b) If less than the whole of the Premises should be taken by any public or quasi-public authority under the power or threat of eminent domain during the Term and this Lease is not terminated as provided in subsection (a) above, Tenant shall promptly reconstruct and restore the Premises, with respect to the portion of the Premises not so taken, as an integral unit of the same quality and character as existed prior to such taking. The Monthly Rent payable by Tenant following such taking shall be equitably reduced by agreement of Landlord and Tenant in accordance with the reduced economic return to Tenant, if any, which will occur by reason of such taking. The compensation and damages payable for, or on account of, such taking shall be applied to the reconstruction and restoration of the Premises by Tenant pursuant to this subsection (b) by application, first, of any sums payable for or on account of the buildings and improvements situated on the Property, and second, of any sums payable for or on account of the Property exclusive of such buildings and improvements. The remainder, if any, after reconstruction and restoration shall be divided among Landlord, Tenant and Lender in the manner provided in subsection (a) above. (c) No taking of any portion (but not all) of the remaining Term (including unexercised Extension Periods) of the leasehold interest in the Premises shall terminate this Lease or give Tenant the right to surrender this Lease, nor excuse Tenant from full performance of its covenants for the payment of rent and other charges or any other part obligations hereunder capable of performance by Xxxxxx after any such taking, but in such case all compensation and damages payable for or on account of such taking shall be payable to and be the sole property of Xxxxxx and Lender. (d) Should Landlord and Tenant for any reason disagree (i) as to whether any portion of the building Premises taken is so substantial as materially affecting Lessee's to impair the use of the premisePremises contemplated by Xxxxxx, shall be taken by eminent domain, this lease shall terminate (ii) on the date when title vests Pursuant to such taking, The rent, and division of any additional rent shall be apportioned as of the termination date, and any rent compensation or damages paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part or on account of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned all or any portion of the Premises, or (iii) on the amount by lessee and for any moving expenses. DESTRUCTION OF PREMISES, which the rent payable by Tenant hereunder is to be equitably reduced in the event of a partial destruction of the premises during the term hereof from any causetaking, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidthen, and in any of such events, the event that lessor matter shall not elect be determined by arbitration in the manner provided in Section 33 hereof. (e) The foregoing provisions shall apply to make such repairs which cannot the Premises and the improvements located thereon; notwithstanding the foregoing, as between Landlord and Tenant, Tenant shall be made within 15 days,this lease may be terminated at solely entitled to all compensation for the option relocation of either partybusinesses conducted from the Premises.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises or any part thereof of the or any estate therein, or any other part of the building materially affecting Lessee's use of the premise, shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant pursuant to such taking, . The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any and period beyond that date shall be repaid to lesseeLessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee Lessee, and for any moving expenses. DESTRUCTION OF PREMISESAssignment of Agreement and Subletting: Lessee shall have the right without Lessor's consent, to assign this Lease to a corporation with which Lessee may merge or consolidate, to any subsidiary of Lessee, to any corporation under common control with Lessee, or to a purchaser of substantially all of Lessee's assets provided that (a) the net worth of such assignee after such merger, reorganization or consolidation shall be no less than that of Lessee immediately prior to such merger, reorganization or consolidation, (b) Lessee is not at such time in Default hereunder, and (c) such successor shall execute an instrument in writing fully assuming all of the event of a partial destruction obligations and liabilities imposed upon Lessee hereunder and deliver the same to Lessor; whereupon Lessee shall be discharged from any further liability hereunder. Except as set forth above, Lessee will not sublet any part of the premises during or assign this Agreement without the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but prior written consent of Lessor. Any such partial destruction not terminate this lease, except that Lessee assignment or subletting without consent shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidvoid and, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich the demised premises Lessor, may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease. No assignment or transfer of this Lease by Lessee consented to by Lessor shall be effective, unless the assignee or transferee shall, at the time of such assignment or transfer, assume all the terms, covenants and conditions of this Lease thereafter to be performed by Lessee and shall agree to be bound thereby. Notwithstanding such assignment or transfer or the acceptance by Lessor from such assignee of any rent or other monies or other performance of the obligations of Lessee hereunder, Lessee shall remain liable and obligated as a principal (and not as a surety or guarantor) to perform all the terms, conditions and covenants, including the payment of rent and other monies, herein provided to be performed by Lessee. Violation of Laws: Lessee, guests and invitees of either Lessee or guests will not use the premises in such a manner that violates any law, ordinance, statutes or requirement of any municipal, state or federal authority now in force, or which may hereafter be in force, pertaining to the premises, occasioned by or affecting the use thereof by Lessee. Lessor shall comply with all laws, orders, ordinances, statutes or requirements now or hereafter affecting the premises.

Eminent Domain. If 23.1 In the premises or any part thereof event the whole of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, Premises 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, this lease shall terminate on the date when title vests Pursuant or sold to prevent such taking, The rent, and any additional rent shall be apportioned Tenant or Landlord may terminate this Lease effective as of the termination datedate possession is required to be surrendered to said authority. The condemnation proceeds shall be reasonably allocated to Tenant to the extent of its trade fixtures, the value of any improvements (as that term is referred to in Article 17, including, without limitation, Tenant's Improvements constructed by Tenant pursuant to the Work Letter) which Tenant has the right to remove from the Premises, the unamortized value allocable to the remainder of the term of this Lease of any improvements (as that term is referred to in Article 17 hereof, including, without limitation, Tenant's Improvements constructed by Tenant pursuant to the Work Letter) installed at Tenant's expense which are not removable, good will, and any rent paid for any period beyond that date moving expenses, and Landlord shall be repaid to lessee. Lessee shall not be entitled to any part condemnation proceed attributable to the Real Property, the Land Improvements, the Building Shell, the value of the award for such taking or any payment in lieu thereofimprovements not allocated to Tenant above, but Lessee may file a claim for and any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in severance damages. 23.2 In the event of a partial destruction taking of the premises during the term hereof from Premises for any causepublic or quasi-public purpose by any lawful power or authority by exercise of right of appropriation, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulationscondemnation, but or eminent domain, or sold to prevent such partial destruction not terminate this leasetaking, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor then Tenant may elect to terminate lease whether this Lease if such taking is of material detriment to, and substantially interferes with, Tenant's use and occupancy of, and conduct of its business from, the demised premises Premises, including but not limited to materially affecting Tenant's parking or Tenant's ingress and egress from the Premises, unless Landlord provides reasonable alternatives thereto acceptable to Tenant. In no event shall this Lease be injured terminated when such a partial taking does not have a material adverse effect upon Landlord or not.a total destruction Tenant or both. Termination pursuant to this section shall be effective as of the building date possession is required to be surrendered to said authority. In the event of a partial taking and whether or not Tenant terminates this Lease, Tenant and Landlord shall be entitled to those condemnation proceeds attributable to those items for which they are entitled to compensation pursuant to Section 23.1 (excluding moving expenses). 23.3 If upon any taking of the nature described in which this Article 23 this Lease continues in effect, then Landlord shall promptly proceed to restore the premises n may remaining portion of the Premises, and all improvements and fixtures located thereon, to substantially their same condition prior to such partial taking. Landlord shall contribute any amount necessary for restoration of Landlord's Work described in the Work Letter in excess of the condemnation proceeds awarded for such purpose, and Tenant shall contribute any amount necessary for restoration of Tenant's Improvement Work described in the Work Letter in excess of the condemnation proceeds awarded for such purposes. Basic Annual Rent shall be situated will terminate abated proportionately on the basis of the rental value of the Premises, including improvements and fixtures, as restored after such taking compared to the rental value of the Premises prior to such taking. 23.4 The provisions of Article 17 shall apply to any restoration work under this leaseArticle as if the restoration was an alteration, addition or improvement thereunder.

Eminent Domain. Section 11.1. If the premises all or any part thereof substantially all of the estate thereinImprovements on any parcel of Land (or such portion of such Improvements that Tenant, in Tenant’s reasonable judgment, is unable to reasonably operate its business in substantially the same manner as on the date immediately preceding an acquisition or condemnation thereof), or any other part parcel of the building materially affecting Lessee's use of the premiseLand, shall be taken by eminent domainacquired or condemned for any public or quasi-public use or purpose, then Tenant shall promptly notify Landlord thereof and this lease Lease and the Term shall terminate on end only with respect to such acquired or condemned parcel (or parcels) of Land (and the Improvements located thereon) as of the date when of the vesting of title vests Pursuant thereto with the same effect as if that date were the Expiration Date. In the event that this Lease is terminated pursuant to such taking, The rentthis Section 11.1 with respect to any acquired or condemned parcel (or parcels) of Land (and the Improvements located thereon), and any additional rent Landlord shall not have elected to substitute another parcel (or parcels) of land and improvements for the parcel (or parcels) of Land and the Improvements so acquired or condemned in accordance with the provisions of Article 28, then the Fixed Rent payable hereunder shall be apportioned (a) reduced by the amount of the Fixed Rent allocated to the acquired or condemned parcel (or parcels) of Land (and the Improvements located thereon) as set forth on Exhibit E to this Lease as of the termination date, and (b) paid or refunded up to and including, such termination date. Section 11.2. If a part of any rent paid for any period beyond that date of the Improvements shall be repaid to lessee. Lessee so acquired or condemned and this Lease and the Term shall not be terminated with respect to the parcel (or parcels) of Land so affected, then Tenant shall promptly commence and thereafter and diligently proceed to repair or reconstruct such Improvements, in a good and workmanlike manner, to a like condition as, or better condition than, existed prior to such damage or destruction, with such Alterations or modifications thereto as Tenant shall deem necessary or desirable, subject to the provisions of Article 5, at Tenant’s sole cost and expense. So long as Tenant is not in default beyond applicable grace or notice provisions in the payment or performance of its obligations hereunder, Tenant shall be entitled to any part receive all or such portion of the condemnation award paid with respect to such acquisition or condemnation as is required to pay all cost of the Restoration, including, subject to the provisions of Section 11.3, the costs to repair or replace any Alterations and Tenant’s Property damaged or taken in such acquisition or condemnation. Section 11.3. Subject to the provisions of Section 11.2, Landlord shall receive the entire award for any acquisition or condemnation of all of the Improvements or the Land, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term, Tenant’s Alterations or improvements; and Tenant hereby assigns to Landlord all of its rights in and to any such award. Nothing contained in this Article 11 shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for the then value of any Tenant’s Property included in such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses, provided any such award is in addition to, and does not result in a reduction of, the award made to Landlord. Section 11.4. DESTRUCTION OF PREMISESExcept as otherwise expressly provided in Section 11.1, this Lease shall not terminate and shall remain in full force and effect in the event of a partial destruction any acquisition or condemnation of the premises during the term hereof from any causePremises, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulationsor any portion thereof, but such partial destruction not terminate this leaseand, except that Lessee as otherwise expressly provided by the provisions of this Lease, Tenant hereby waives all rights under applicable Laws to axxxx, reduce or offset Rent by reason of such taking. Section 11.5. Notwithstanding the foregoing provisions of this Article 11, if there exists a Mortgage, (a) the terms and conditions of such Mortgage shall be satisfied prior to the disbursement of any condemnation award for the Restoration of any damage to the Land or Improvements, and (b) Mortgagee shall have the right to supervise and control the receipt and disbursements of such condemnation award and, subject to the terms of such Mortgage, shall be entitled proportionate to apply any portion of the condemnation award which is not used to pay for the costs of such Restoration to the reduction of rent while such repairs are being made based upon the extent to which debt secured by the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyMortgage.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises or any part thereof whole of the estate thereinpremises hereby demised shall be taken or condemned by any competent authority for any public use or purpose, then the term hereby granted shall cease on the day prior to the taking of possession by such authority, whichever first occurs, and rent hereunder shall be paid to and adjusted as of that day. Xxxxxxxx agrees to give written notice of such taking to Tenant promptly. If a portion of said demised premises shall be condemned or any other taken and, as a result thereof, there shall be such a major change in the character of the premises as to prevent Tenant from using the same in substantially the same manner as theretofore used, then and in that event, the Tenant may either cancel and terminate this Agreement as of the date when the part of the building materially affecting Lessee's use premises so taken or condemned shall be required for such public purpose, or said Tenant may continue to occupy the remaining portion provided, however, the Tenant shall give written notice to the Landlord, within fifteen(15) days after receipt of notice from Landlord of any taking or vesting of title of its election. In the event the Tenant shall remain in possession and occupation of the premiseremaining portion, all the terms and conditions for this Agreement shall remain in full force and effect with respect to such remaining portion, except that the rent reserved to be paid hereunder shall be equitably adjusted according to the amount in value of such remaining space and this Agreement shall continue for the balance of its term, subject to the terms and conditions herein stated. The award of damages or compensation for the premises taken, or the amount paid pursuant to private purchase in lieu thereof, whether such condemnation or sale be total or partial, shall be taken by eminent domainbelong to the Landlord, this lease except that the Tenant shall terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking or any payment and all compensation attributable to Tenant’s improvements, and in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event case of a partial destruction condemnation of the premises during the term hereof from any causedemised premises, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee Tenant shall be entitled proportionate reduction to any compensation for damage sustained by Tenant as the result of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidany alterations, and in the event that lessor shall not elect to make such modifications, or repairs which cannot be made within 15 days,this lease may be terminated at reasonably required of the option Tenant in order to place the remaining portion of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building so condemned, in which the premises n may be situated will terminate this leasea suitable condition for Tenant’s further occupancy.

Eminent Domain. a. If the premises or any part thereof there is a taking of the estate thereinProperty or the Premises by right or threat of eminent domain (a "Taking") which results in the remainder of the Premises being unable to be restored, in Landlord's good faith business judgment, to a complete architectural unit within one hundred twenty (120) days from the date of the Taking ("Substantial Taking"), or if Prime Landlord exercises any right granted to it pursuant to the Prime Lease to terminate the Prime Lease by reason of such Taking, then either Landlord or Tenant (as its sole remedy) may terminate this Lease by written notice given to the other part party within thirty (30) days after the date of the building materially affecting Lessee's use Taking. Any such termination of the premise, this Lease shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned effective as of the termination date of the Taking and the Rent shall xxxxx from that date, and any rent Rent paid for any period beyond that such date shall be repaid refunded to lesseeTenant. b. If there shall be a Taking which does not constitute a Substantial Taking, this Lease shall not terminate but Landlord shall, at its sole cost and expense, with due diligence, restore the Premises as soon as reasonably practicable to its condition before the Taking (to the extent practicable) but excluding any improvements made for Tenant after the Commencement Date of this Lease. Lessee During the restoration period, the Rent shall xxxxx for the period during which the Premises are not suitable for Tenant's business needs. If only a portion of the Premises is taken, the Rent shall xxxxx proportionately based upon the portion of the Premises that are not suitable for Tenant's business needs and not used by Tenant. c. Tenant shall not be entitled to any part of the payment or award for such taking or any payment in lieu thereofa Taking, but Lessee provided that Tenant may file a claim claim, separate from Landlord's claim, for any taking loss of fixtures and improvements owned by lessee and for any Tenant's property, moving expenses. DESTRUCTION OF PREMISES, in or for damages for cessation or interruption of Tenant's Containerboard Business, provided such claim is not for the event of a partial destruction value of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing Leasehold and regulations, but such partial destruction does not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyreduce Landlord's award therefor.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises whole or any part thereof substantially all of the estate thereinPremises, or any other part all or substantially all of the building materially affecting Lessee's use means of the premiseaccess thereto, shall be taken acquired by eminent domaindomain or by purchase in lieu thereof, so that the Premises cannot be licensed as a 90 bed nursing home Facility, or as otherwise amended by the approval of an amendment to the CON, this lease Lease shall terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination datedate of the actual taking. Should, however, only a portion of the Premises be so condemned or taken, so as not to materially and any adversely affect the usefulness of the Premises for the purposes for which it is leased hereunder, this Lease shall continue in full force and effect; provided, however, that the rent paid for any period beyond that date payable under the unexpired portion of this Lease shall be repaid adjusted to lesseesuch extent as may be fair and reasonable under the circumstances. Lessee Landlord shall, in such event, promptly restore the Demised Premises as nearly as feasible to the condition of such Premises immediately prior to the taking, subject to reasonable delays, but Landlord shall not be required to restore or rebuild the Demised Premises during the last year of the lease term or to restore Tenant's fixtures, furnishings, floor coverings, equipment, stock or other personalty; provided, however, that if Landlord elects not to restore or rebuild the Demised Premises or to restore Tenant's fixtures, furnishings, floor coverings, equipment, stock or other personalty, Tenant shall have the option of terminating this Lease. Tenant shall not be entitled to any part of the award for such taking or condemnation proceeds arising from any payment in lieu thereofpartial taking, but Lessee may file except that Tenant shall be entitled to make a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, Tenant's property which is condemned other than Tenant's interest in the event Lease. Notwithstanding the foregoing, this Lease shall terminate if, as the result of only a partial destruction portion of the premises during Premises being condemned or taken, Tenant is prevented from operating or using the term hereof from any causePremises under the then existing governmental and quasi-governmental licenses, Lessor permits, approvals and certifications. In such case, Landlord and Tenant shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but have such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs rights to condemnation awards as are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within set forth above for a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partytotal or substantial taking.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. (a) If the premises there is a taking of all or any part thereof portion of the estate thereinProperty or the Premises by right or threat of eminent domain or by private purchase in lieu thereof (a "Taking"), this Lease shall terminate as to the part so taken as of the date of Taking, and, in the case of a "Substantial Taking" (as hereinafter defined), 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. "Substantial Taking" shall mean either (i) that more than fifteen percent (15%) of the Premises was taken, or any other part (ii) that the portion of the building materially affecting LesseePremises taken shall be of such extent and nature as substantially to handicap, impede or impair Tenant's use of the premisebalance of the Premises and cannot be restored to a condition suitable for Tenant's business needs within one hundred twenty (120) days from the date of the Taking, or (iii) that more than fifteen percent (15%) of the parking spaces for the Building were taken, unless within thirty (30) days after the date of such Taking Landlord shall be notify Tenant of its intention to replace the parking spaces, and such replacement is provided within one hundred fifty (150) days of such notice. If title to so much of the Building is taken by eminent domainthat a reasonable amount of reconstruction thereof will not in Landlord's sole discretion result in the Building being a practical improvement and reasonably suitable for use for the purpose for which it is designed, then this lease Lease shall terminate on the date when title vests Pursuant that the condemning authority actually takes possession of the part so condemned or purchased. If this Lease is terminated pursuant to such takingthis Paragraph 18(a), The rent, and any additional rent Rent shall be apportioned prorated and accounted for as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partytermination.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises Premises or any part the Project is taken by right of eminent domain or conveyed in lieu thereof (a "Taking"), and such Taking prevents Tenant from reasonably conducting its business in the Premises in a manner reasonably comparable to that conducted by Tenant immediately before such Taking, then Tenant may terminate this Lease as of the estate therein, or any other part date of such Taking by giving written notice to Landlord within thirty (30) days after the building materially affecting Lessee's use of the premise, shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant to such taking, The rentTaking, and any additional rent shall be apportioned as of the termination datedate of such Taking. If Tenant does not terminate this Lease, then rent shall be abated on a reasonable basis as to that portion of the Premises rendered untenable by the Taking. If all or a material portion of the Building becomes subject to a Taking, then this Lease, at the option of Landlord, exercised by written notice to Tenant within thirty (30) days after such Taking, shall terminate and rent shall be apportioned as of the date of such Taking. No award for any partial or entire taking shall be apportioned, and Tenant hereby assigns to Landlord any rent paid for any period beyond that date shall award which may be repaid to lessee. Lessee shall not be entitled to any part of the award for made in such taking or condemnation, together with any payment and all rights of Tenant now or hereafter arising in lieu or to the same or any part thereof; provided, but Lessee may file a claim however, that nothing contained herein shall be deemed to give Landlord any interest in or to require Tenant to assign to Landlord any award made to Tenant for any the taking of personal property and trade fixtures belonging to Tenant and improvements owned removable by lessee and Tenant at the expiration of the Term hereof as provided hereunder or for any moving expensesthe interruption of, or damage to, Tenant's business. DESTRUCTION OF PREMISES, in In the event of a partial destruction taking described in this Article 18, or a sale, transfer or conveyance in lieu thereof which does not result in a termination of this Lease, the rent shall be apportioned according to the ratio that the part of the premises during Premises remaining useable by Tenant bears to the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction area of the building in which Premises. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the premises n may be situated will terminate this leaseCalifornia Code of Civil Procedure.

Eminent Domain. (a) If there is a taking of the premises Premises by right or threat of eminent domain (a "Taking") which results in the remainder of the Premises being unable to be restored to a condition suitable for the conduct of Tenant's business, in Tenant's commercially reasonable judgment, within ninety (90) days from the date of the Taking ("Substantial Taking"), this Lease shall terminate. In such event, the Rent shall abate from the date of the Taking, xxx any Rent for any period beyond such date shall be returned to Tenant. (b) If there shall be a Taking which does not constitute a Substantial Taking, this Lease shall not terminate but Landlord shall, at its sole cost and expense, and in accordance with all applicable Legal Requirements with due diligence, restore the Premises as speedily as practical to its condition before the Taking. During the restoration period, the Rent shall abate for the period during which xxx Xremises or any part thereof is not suitable for the conduct of Tenant's business, in Tenant's commercially reasonable judgment. If only a portion of the estate thereinPremises is taken, or any other part the Rent shall abate proportionately based upon txx xxrtion of the building materially affecting LesseePremises that is not suitable for the conduct of Tenant's use of the premisebusiness, shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee in Tenant's commercially reasonable judgment. (c) Tenant shall not be entitled to any part of the payment or award for such taking or any payment in lieu thereofa Taking, but Lessee provided that Tenant may file a claim for any taking loss of fixtures Tenant's Property; moving and improvements owned by lessee and relocation expenses; or for any moving expenses. DESTRUCTION OF PREMISESdamages for cessation or interruption of Tenant's business, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction claim will not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partydiminish Landlord's recovery.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. (a) If the premises or any part thereof whole of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, premises shall be taken or condemned by eminent domainany competent authority for any public or quasi-public use or purpose, then the term of this lease Lease shall terminate on automatically end upon the date when title vests Pursuant to the possession so taken shall be required for such taking, The rentuse or purpose, and any additional current rent and taxes shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any of such termination. (b) If only part of the award premises shall be so taken and a part thereof remains which Is reasonably susceptible for such taking or any payment in lieu thereofoccupation by Lessee hereunder for the purposes for which Lessee has entered into this Lease, but this Lease shall, as to the part so taken, terminate as of the date when the possession so taken shall be required, and the rent and all other sums payable by Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction on account of the premises during hereunder, shall be adjusted so that the Lessee shall be required to pay for the remainder of the term hereof from only such portion of such sums as the original cost of the improvements of the part remaining after such taking bears to the original cost of the entire improvements prior to such taking. If, after the taking of a portion of the premises, there does not remain a portion reasonably susceptible for Lessee's occupation hereunder, this Lease shall thereupon automatically terminate in the manner as if the whole premises had been taken. Whether all or part of the premises be taken, all compensation awarded upon such taking with respect to the real property and Improvements shall go to the Lessor, and the Lessee shall have no claim thereto, nor shall Lessee have claim against Lessor for any causeloss, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulationsdamage, but such partial destruction not terminate this leaseor for any other reason alleged to result therefrom, except provided, however, that Lessee shall in no event be entitled proportionate reduction precluded hereby from perfecting its own claim against the authority or taker for damages for the taking of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 daysits leasehold interest,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If In the premises or any part thereof event the whole of the estate thereinPremises, the Building or any other part of the building materially affecting Lessee's use of the premise, Project shall be taken by under the power of eminent domain, or sold to prevent the exercise thereof (collectively, a "`Taking"), this lease Lease shall automatically terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination datedate of such Taking. In the event of a Taking of such portion of the Project, the Building or the Premises as shall, in the opinion of Landlord, substantially interfere with Landlord's operation thereof Landlord may terminate this Lease upon thirty (30) days' written notice to Tenant given at any time within sixty (60) days following the date of such Taking. For purposes of this Lease, the date of Taking shall be the earlier of the date of transfer of title resulting from such Taking or the date of transfer of possession resulting from such Taking. In the event that a portion of the Premises is so taken and this Lease is not terminated, Landlord shall, with reasonable diligence, proceed to restore (to the extent permitted by Law and covenants. conditions and restrictions then applicable to the Project) the Premises (other than Tenant's personal property and fixtures, and any rent paid for any period beyond that date tenant improvements not constituting Building Standard Installations) to a complete, functioning unit In such case, the Basic Annual Rent shall be repaid 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 lessee. Lessee perform each of its obligations under this Lease; in such case, Tenant shall not be entitled to any part receive the entire award allocable to the temporary Taking of the Premises. 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 for such taking or any payment in lieu thereoftherefor, but Lessee may file a claim without deduction for any taking estate or interest of Tenant, Nothing contained in this Paragraph 10 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the condemning authority for the Taking of personal property or fixtures and improvements owned of Tenant, or for relocation or business interruption expenses recoverable by lessee and for any moving expensesTenant from the condemning authority. DESTRUCTION OF PREMISESIn addition, in the event of a partial destruction Taking of the premises during whole or any part of the term hereof from any causePremises only, Lessor Tenant shall forthwith repair have the same right to seek an award for up to fifty, percent (50%) of Tenant's leasehold interest in this Lease, provided that same repairs can be made within 15 days under existing and regulations, but in no event shall any such partial destruction not terminate this lease, except that Lessee claim by Tenant diminish any award payable to Landlord. This Paragraph 10 shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, Tenant's sole and exclusive remedy in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at of a Taking. Each party hereby waives the option provisions of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction Sections 1265.130 and 1265.150 of the building in which California Code of Civil Procedure and the premises n may be situated will terminate this leaseprovisions of any successor or other law of like import.

Eminent Domain. If the premises entire Leased Premises shall be substantially taken (either temporarily or permanently) for public purposes, or in the event Landlord shall convey or lease the Real Property to any part thereof public authority in settlement of a threat of condemnation or taking, the rent shall be adjusted to the date of such taking or leasing or conveyance, and this Lease shall thereupon terminate. If only a portion of the estate thereinLeased Premises shall be so taken, leased or any other part condemned, and as a result of such partial taking, in Tenant's reasonable judgment, Tenant is reasonably able to use the remainder of the building materially affecting Lessee's use Leased Premises for the purposes intended hereunder, then this Lease shall not terminate but, effective as of the premise, shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant to of such taking, The leasing or condemnation, the rent hereunder shall be abated in an amount thereof proportionate to the area of the Leased Premises so taken, leased or condemned. If, following such partial taking Tenant shall not be reasonably able to use the remainder of the Leased Premises for the purposes intended hereunder, then this Lease shall terminate as if the entire leased Premises had been taken, leased or condemned. In the event of a taking, leasing or condemnation as described in this Section, whether or not there is a termination hereunder, Tenant shall have no claim against Landlord, other than an adjustment of rent, and any additional rent shall be apportioned as to the date of the termination datetaking, leasing or condemnation, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee Tenant shall not be entitled to any part portion of the award for any amount that may be awarded as damages or paid as a result or in settlement of such taking proceedings or any payment in lieu thereofthreat, but Lessee may file will have the right to pursue a separate claim against the condemnation authority for any taking its own loss of fixtures business and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises whole or any part thereof of the estate therein, or any other a substantial part of the building materially affecting Lessee's Building is taken or condemned for a public or quasi-public use under any statute or by right of eminent domain by any competent authority or sold in lieu of such taking or condemnation, such that in the premise, shall be taken by eminent domainopinion of Landlord the Building is not economically operable as before without substantial alteration or reconstruction, this lease Lease shall automatically terminate on the date when title vests Pursuant that the right to such possession shall vest in the condemning authority (the “Taking Date”), with Rent being adjusted to said Taking Date, and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. Tenant shall have no claim against Landlord and no claim or right to any portion of any amount that may be awarded as damages or paid as a result of any taking, The rent, and any additional rent shall be apportioned as condemnation or purchase in lieu thereof; all rights of the termination date, and any rent paid for any period beyond that date shall be repaid Tenant thereto are hereby assigned by Tenant to lesseeLandlord. Lessee shall not be entitled to If any part of the award for such taking Demised Premises is so taken or any payment condemned and this Lease is not terminated in lieu thereofaccordance with the foregoing provisions of this Section, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in this Lease shall automatically terminate as to the event of a partial destruction portion of the premises during Demised Premises so taken or condemned, as of the term hereof from any causeTaking Date, Lessor and this Lease shall forthwith repair continue in full force as to the same provided remainder of the Demised Premises, with Rent abating only to the extent of the Demised Premises so taken or condemned; provided, however, that same repairs can be made within 15 days under existing and regulationsif the remaining portion of the Demised Premises is no longer suitable for the Permitted Use, but such partial destruction not then Tenant shall have the right to terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon Lease by providing written notice thereof to Landlord within thirty (30) days after the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyTaking Date.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. 23.01 If the premises or any part thereof whole of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, Demised Premises shall be taken by any competent authority under the power of eminent domain, this lease shall terminate on domain or in the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as event of conveyance of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part whole of the award for such taking or any payment Demised Premises in lieu thereof, this Lease shall terminate as of the day possession shall be taken by such authority. If 25% or less of the Floor Space of the Demised Premises shall be so taken or conveyed, this Lease shall terminate only in respect of the part so taken or conveyed as of the day possession shall be taken by such authority. If more than 25% of the Floor Space of the Demised Premises shall be so taken or conveyed, this Lease shall terminate only in respect of the part so taken or conveyed as of the day possession shall be taken by such authority, but Lessee may file a claim either party shall have the right to terminate this Lease upon notice given to the other party within 30 days after such taking possession. If more than 25% of the Floor Space of the Building shall be so taken or conveyed, Landlord may, by notice to Tenant, terminate this Lease as of the day possession shall be taken. If so much of the parking facilities shall be so taken or conveyed that the number of parking spaces necessary, in Landlord's judgment, for the continued operation of the Building shall not be available, Landlord shall, by notice to Tenant, terminate this Lease as of the day possession shall be taken. If this Lease shall continue in effect as to any taking portion of fixtures and improvements owned by lessee and for any moving expensesthe Demised Premises not so taken or conveyed, the Rent shall be computed as of the day possession shall be taken on the basis of the remaining Floor Space of the Demised Premises. DESTRUCTION OF PREMISESExcept as specifically provided herein, in the event of a partial destruction any such taking or conveyance there shall be no reduction in Rent. If this Lease shall continue in effect, Landlord shall, at its expense, but shall be obligated only to the extent of the premises during net award or other compensation (after deducting all expenses in connection with obtaining same) available to Landlord for the improvements taken or conveyed (excluding any award or other compensation for land or for the unexpired portion of the term hereof from of any causeSuperior Lease), Lessor make all necessary alterations so as to constitute the remaining Building a complete architectural and tenantable unit, and Tenant shall forthwith repair make all alterations or replacements to the same provided that same repairs can Tenant's Property and decorations in the Demised Premises. All awards and compensation for any taking or conveyance, whether for the whole or a part of the Land or Building, the Demised Premised or otherwise, shall be made within 15 days under existing property of Landlord, and regulationsTenant hereby assigns to Landlord all of Tenant's right, but title and interest in and to any and all such partial destruction not terminate this leaseawards and compensation, except that Lessee including, without limitation, any award or compensation for the value of the unexpired portion of the Term. Tenant shall be entitled proportionate reduction to claim, prove and receive in the condemnation proceeding such award or compensation as may be allowed for the Tenant's property and for loss of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidbusiness, good will, and depreciation or injury to and cost of removal of the Tenant's property, but only if such award or compensation shall be made by the condemning authority in the event that lessor addition to, and shall not elect result in a reduction of, the award or compensation made by it to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyLandlord.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. If the premises 14.1. Lessor and Lessee agree that should all or any part thereof substantially all (meaning sixty-seven (67%) percent or more) of the estate thereinBuilding and/or the Premises be taken (which term when used herein shall include any conveyance made in avoidance or settlement of condemnation or eminent domain proceedings) by any competent Governmental Entity whether by eminent domain or condemnation proceedings (a “Taking”) then at the election of either party made in writing to the other (such election to be made no later than thirty (30) days after such taking), or any other part this Lease shall cease and terminate as at the date of the building materially affecting Lessee's use of Taking, and the premise, Rent shall be taken by eminent domain, this lease shall terminate on the date when title vests Pursuant paid up to such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date thereafter this Lease shall be repaid to lesseenull and void and of no further effect. 14.2. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in In the event of a partial destruction Taking which does not result in the termination of this Lease, the amount of Rent payable during the remainder of the premises during Term shall be prorated according to the term hereof from any causesquare footage of the Building still usable by Lessee. If this Lease shall not be terminated as aforesaid, Lessor shall forthwith repair shall, at Lessor’s expense (but only to the same extent of the net award or other compensation available to Lessor for the improvements taken or conveyed, after deducting all expenses in connection with obtaining the same) make all necessary alterations (subject to applicable Laws) so as to constitute the remaining portion of the Building a complete architectural unit, consistent with the quality and character of Lessor’s Work, provided that same repairs can Lessor shall have no obligations with respect to any Alterations carried out by Lessee, which shall be made within 15 days under existing restored by Lessee, at Lessee’s expense. 14.3. All awards and regulationscompensation for any Taking or Partial Taking shall be the property of Lessor, but and Lessee hereby assigns to Lessor all of Lessee’s right, title and interest in and to any and all such partial destruction not terminate this leaseawards and compensation, except that including, without limitation, any award or compensation for the value of the unexpired portion of the Term. Notwithstanding the foregoing, Lessee shall be entitled proportionate reduction to claim, prove and receive in the condemnation proceeding, such award or compensation as may be allowed for Lessee’s trade fixtures and all other items of rent while such repairs are being Lessee’s Property and for loss of business, goodwill, moving expenses, depreciation or injury to and cost of removal of stock in trade and the unamortized cost of any Alterations made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make by Lessee, provided the same within a reasonable time continuing in effect with does not reduce the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect award to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyLessor.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. (a) If the premises or any part thereof whole of the estate therein, or any other part of the building materially affecting Lessee's use of the premise, Premises shall be taken by right of eminent domaindomain by any governmental authority or other body having the right of condemnation, this lease Lease shall automatically terminate on the date when of vesting of title vests Pursuant pursuant to such taking, The rent, and any additional proceedings. All rent shall be apportioned adjusted to the date of termination. (b) If a sufficient part of the Premises shall be taken under the right of eminent domain so that the remainder cannot, in the reasonable opinion of Landlord, be used for the same purpose as before the condemnation or taking, or so as to make the use of the remainder of the Premises by Tenant physically or economically impracticable, or the condemnation or taking will prevent the use of the remainder of the Premises for the purposes contemplated by this Lease, or if a restriction of any kind or nature, such as the taking of part of all of a street, alley or other means now available for ingress to or egress from the Premises which would prevent or substantially interfere with Tenant’s use of the Premises, then Tenant shall have the option of terminating this Lease. The termination shall be effected by written notice delivered to Landlord within thirty (30) days from the date of the taking or restriction, and it will be effective as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for such taking restriction or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expensestaking. DESTRUCTION OF PREMISES, in In the event of a partial destruction taking which does not result in a termination of this Lease, rent shall be reduced in proportion to the reduction in the size of the premises during Building so taken and this Lease shall be modified accordingly. Promptly after obtaining knowledge thereof, Landlord or Tenant, as the term hereof from case may be, shall notify the other of any causepending or threatened condemnation or taking affecting the Premises or the Building. (c) If any part of the Premises shall be taken and Tenant does not have an election to cancel the Lease as stated above, Lessor or, having such election does not exercise it, this Lease shall forthwith repair continue in full force and effect as to that part of the same provided Premises which has not been so taken; and Landlord shall make such repairs and do such other work as may be necessary to make the remaining portion of the Premises a complete and sound architectural and structural unit. In addition to, and without limiting the foregoing, the parties agree that same repairs can to the extent, and for the period of time, that the remaining portion of the Premises are rendered untenantable because of the aforesaid work and repairs, a reduction in proportion to that part of the Premises being repaired shall be made within 15 days under existing and regulationsin rent. (d) In the event of any taking, but such partial destruction not terminate this lease, except that Lessee Landlord shall be entitled proportionate reduction of rent while such repairs are being to any and all compensation, damages, income, rent, awards, or any interest therein whatsoever which may be paid or made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidconnection therewith, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired term of this Lease or otherwise; provided, that nothing contained herein shall preclude Tenant from seeking and obtaining, at its own cost and expense, an award from the condemning authority for loss of business, the value of any personal property of Tenant taken by the condemning authority or moving expenses, so long as such award will not result in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction a diminution of the building in which the premises n may be situated will terminate this leaseaward made to Landlord.

Eminent Domain. If the premises Building is totally taken by condemnation or any part thereof right of eminent domain, this SUBLEASE shall terminate as of the estate thereindate of such taking. If the Building, or any other part of such portion thereof as to render the building materially affecting Lessee's use of balance (if reconstructed to the premisemaximum extent practicable in the circumstances) physically unsuitable in the SUBLESSEE'S reasonable judgment for the SUBLESSEE'S purposes, shall be taken by condemnation or right of eminent domaindomain (including a temporary taking in excess of 180 days), the SUBLESSEE or the SUBLESSOR shall have the right to terminate this lease shall terminate on SUBLEASE by notice to the date when title vests Pursuant other of its desire to do so, provided that such taking, The rent, and any additional rent shall be apportioned as notice is given not later than thirty (30) days after the SUBLESSEE has been deprived of the termination date, and any rent paid for any period beyond that date shall be repaid to lesseepossession. Lessee shall not be entitled to Should any part of the award for Building be so taken or condemned or receive such taking or any payment damage and should this SUBLEASE not be terminated in lieu thereofaccordance with the foregoing provisions, but Lessee may file a claim for any taking of fixtures the SUBLESSOR shall, to the extent condemnation proceeds are available to SUBLESSOR, promptly restore the Leased Premises (and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction Tenant Improvements) to an architectural unit that is suitable to the uses of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either party.SUBLESSEE permitted hereunder. In the event that the buildxxx xx xhich amount of such proceeds, if any, made available by SUBLESSOR for reconstruction of the demised premises may be situated destroyed Tenant Improvements is not sufficient in SUBLESSEE'S reasonable judgment to an restore the Leased Premises to a suitable whole, SUBLESSEE shall have the right to terminate this SUBLEASE within thirty (30) days after SUBLESSOR has notified SUBLESSEE of the amount of proceeds available for reconstruction of the Tenant Improvements. In the event of a taking described in this Paragraph 17A, the rent and other charges (base rent, financing rent and additional rent) payable hereunder, or a fair and just proportion thereof according to the nature and extent of not less than one third replacement costs thereof lessor may elect the loss of use, shall be suspended or abated. The SUBLESSOR reserves, and the SUBLESSEE grants to terminate lease whether the demised premises be injured or not.a total destruction of the building in SUBLESSOR, all rights which the premises n SUBLESSEE may be situated will terminate this leasehave for damages or injury to the Leased Premises for any taking by eminent domain, except for damage to the SUBLESSEE'S trade fixtures, personal property or equipment, if any, the SUBLESSEE'S right to relocation expenses, if any, and the SUBLESSEE'S right for business interruption, if any.

Eminent Domain. If during the premises Lease Term all or any part thereof of the estate therein, or any other a substantial part of the building materially affecting Lessee's use of the premise, shall Leased Premises be taken by eminent domain, this lease Agreement shall terminate on the date when title vests Pursuant to such taking, The rentas of, and any additional rent the Rent shall be apportioned as to and axxxx from and after, the date of the termination datetaking, and Tenant shall have no right to participate in any rent paid award or damages for any period beyond that date shall be repaid such taking and hereby assigns all of its right, title and interest therein to lesseeLandlord. Lessee shall not be entitled to any For purposes of this Paragraph, "a substantial part of the Leased Premises" shall mean such part thereof that the remainder of the Leased Premises is rendered inadequate and cannot practicably be repaired and improved so as to be made adequate to permit Tenant to carry on its business to substantially the same efficiency as before the taking. In no event shall a taking of less than ten percent (10%) be deemed a taking of a "substantial part of the Leased Premises". If during the Lease Term less than a substantial part of the Leased Premises (as hereinabove defined) be taken by eminent domain, this Agreement shall remain in full force and effect according to its terms; and Tenant shall have no right to participate in any award or damages for such taking and hereby assigns all of its right, title and interest therein to Landlord, and Landlord shall at its expense, up to but not in excess of the amount of the award or any payment in lieu thereofdamages received, but Lessee may file a claim for any taking of fixtures promptly make such repairs and improvements owned by lessee as shall be necessary to make the remainder of the Leased Premises adequate to permit Tenant to carry on its business to substantially the same extent and for any moving expenseswith substantially the same efficiency as before the taking. DESTRUCTION OF PREMISESFor the purpose of this Section, a "taking" under the power of eminent domain shall include a negotiated sale or lease and transfer of possession to a condemning authority under bona fide threat of condemnation, and Landlord alone shall have the right to negotiate with the condemning authority and conduct and settle all litigation connected with the condemnation. As hereinabove used, the words "award or damages" shall, in the event of a partial destruction of such sale or settlement, include the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee purchase or settlement price. Nothing herein shall be entitled proportionate reduction deemed to prevent Tenant from claiming and receiving from the condemning authority, if legally payable, compensation for the taking of rent while such repairs are being made based upon the extent to which the making Tenant's own tangible property and damages for Tenant's loss of such shall interfere with the business, business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidinterruption, or removal and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyrelocation.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. Section 1. If the premises or any part thereof whole of the estate thereinLeased Premises shall be taken or purchased by any public authority under the powers or threat of eminent domain, or any other part then the Term of this Lease shall cease as of the building materially affecting Lessee's use of the premise, day possession shall be taken by such public authority, and the rent shall be paid up to that date. Section 2. If twenty-five percent (25%) or more of the floor area of the Leased Premises shall be so taken or purchased or if Tenant otherwise determines that the Leased Premises is no longer suitable for Tenant’s use and operations as a result of any such taking or purchase, then Tenant shall have the right either to terminate this Lease or, subject to termination as set forth in Article 12, Section 1 above, to continue in possession of the remainder of the Leased Premises upon notice in writing to Landlord of Tenant’s intention within thirty (30) days after such taking of possession. In the event Tenant elects to remain in possession, all of the terms herein provided shall continue in effect, except that the rent shall be proportionately and equitably abated, based on the area of the Leased Premises, if any, taken, and Tenant shall make all necessary repairs or alterations to restore the portion of the Leased Premises remaining to as near its former condition as the circumstances will permit and to restore the building to a complete architectural unit. Section 3. All damages awarded for such taking or purchase under the powers or threat of eminent domain, this lease shall terminate on whether for the date when title vests Pursuant to such takingwhole or a part of the Leased Premises, The rent, and any additional rent shall be apportioned as the property of the termination dateLandlord; provided, and any rent paid for any period beyond however, that date Tenant shall be repaid to lessee. Lessee shall not be entitled to any part separate award by the condemning authority for relocation expenses, for the cost of the award removal of stock and fixtures, as compensation for such taking Tenant’s leasehold improvements or any payment in lieu thereof, but Lessee may file a claim for any taking other real property or personal property interests of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the event of a partial destruction of the premises during the term hereof from any cause, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon the extent to which the making of such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at the option of either partyTenant.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.

Eminent Domain. (a) If the premises all or any part thereof of the estate therein, or any other part of the building materially affecting LesseePremises shall be taken 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 handicap, impede or impair Tenant's use of the premisebalance 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 for which it is designed, shall be taken by eminent domain, then this lease Lease shall terminate on the date when title vests Pursuant to such takingthat 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, The rent, and any additional rent Rent shall be apportioned and adjusted as of the termination datedate of termination. (c) If there is a partial taking of the Building and this Lease is not thereupon terminated under the provisions of this Article, then this Lease shall remain in full force and effect, and any rent paid for any period beyond 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 date shall be repaid to lessee. Lessee in complying with its obligations hereunder Landlord shall not be entitled 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 moving expenses, loss of business, for damage to, and cost of removal of, trade fixtures, furniture and other personal property belonging to Tenant, 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. Subject to the foregoing provisions of this paragraph (d), Tenant hereby assigns to Landlord ------------- any and all of its right, title and interest in or to any compensation awarded or paid for the fee as a result of any such taking. (e) Notwithstanding anything to the contrary contained in this Section, if, during the Lease Term, the use or occupancy of any part of the award ------- Building or the Premises shall be taken or appropriated temporarily for a period of one hundred eighty (180) days or less 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 any payment appropriation and Tenant shall continue to pay in lieu thereof, but Lessee may file a claim for any taking of fixtures and improvements owned full all Rent payable hereunder by lessee and for any moving expensesTenant during the Lease Term. DESTRUCTION OF PREMISES, in In the event of a partial destruction of the premises during the term hereof from any causesuch temporary appropriation or taking, Lessor shall forthwith repair the same provided that same repairs can be made within 15 days under existing and regulations, but such partial destruction not terminate this lease, except that Lessee Tenant shall be entitled proportionate reduction to receive that portion of rent while such repairs are being made based upon any award which represents compensation for the extent to which loss of use or occupancy of the making of such shall interfere with Premises during the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaidLease Term, and in Landlord shall be entitled to receive that portion of any award which represents the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease may be terminated at cost of restoration and compensation for the option loss of either party.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured use or not.a total destruction occupancy of the building in which Premises after the premises n may be situated will terminate this leaseend of the Lease Term.

Eminent Domain. a) If the premises or any part thereof whole of the estate therein, Building is lawfully taken by condemnation or in any other part manner for any public or quasi-public purpose, this Lease will terminate as of the date of such taking and the Rent will be prorated to the date of termination. If less than the whole of the Building is so taken, this Lease will be unaffected by such taking, provided that (i) Lessee will have the right to terminate this Lease by notice to Lessor given within thirty (30) days after the date of such taking if twenty percent (20%) or more of the Premises is taken and the remaining area of the Premises is not reasonably sufficient for Lessee to continue operation of its business and (ii) Lessor will have the right to terminate this Lease by notice to Lessee, given within ninety (90) days after the date of such taking, if the remaining area of the building materially affecting Lessee's use is not reasonably sufficient for the Lessor to continue operation of the premiseBuilding. If either Lessor or Lessee elects to terminate this Lease, shall be taken by eminent domain, this lease shall the Lease will terminate on the date when title vests Pursuant to such taking, The rent, and any additional rent shall be apportioned as of the termination date, and any rent paid for any period beyond that date shall be repaid to lessee. Lessee shall not be entitled to any part of the award for taking and the Rent will be prorated to the date of termination. If this Lease continues in force upon such taking or any payment in lieu thereofpartial taking, but Lessee may file a claim for any taking of fixtures and improvements owned by lessee and for any moving expenses. DESTRUCTION OF PREMISES, in the Rent will be equitably adjusted. b) In the event of a any taking, partial destruction or whole, all of the premises during proceeds of any award, judgment or settlement, payable by the term hereof condemning authority, will be exclusive property of Lessor and Lessee hereby assigns to Lessor all of its right, title and interest in any award, judgment or settlement from any causethe condemning authority. Lessee, Lessor shall forthwith repair however, will have the same provided that same repairs can be made within 15 days under existing and regulationsright, but such partial destruction not terminate this lease, except that Lessee shall be entitled proportionate reduction of rent while such repairs are being made based upon to the extent that Lessor's award is not reduced or prejudiced, to which claim from the making of condemning authority (but not from Lessor) such shall interfere with the business of lessee on the premises such repairs cannot to made within said 15 days lessor option may make the same within a reasonable time continuing in effect with the rent being proportionately ajusted aforesaid, and in the event that lessor shall not elect to make such repairs which cannot be made within 15 days,this lease compensation as may be terminated at the option of either partyrecoverable by Lessee in its own right for relocation expenses and damage to Lessee's personal property.In the event that the buildxxx xx xhich the demised premises may be situated destroyed to an extent of not less than one third replacement costs thereof lessor may elect to terminate lease whether the demised premises be injured or not.a total destruction of the building in which the premises n may be situated will terminate this lease.