Common use of Eminent Domain Clause in Contracts

Eminent Domain. 21.1 If the entire Premises, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice upon the other party hereto within thirty (30) days thereafter. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking of the Premises.

Eminent Domain. 21.1 If more than ten percent (10%) of the entire Premises, Premises or enough thereof so as to render more than ten percent (10%) of the balance thereof not reasonably usable for the conduct of Tenant’s business, is parking spaces shall be taken or appropriated by a governmental agency any public or quasi-public authority under the power of eminent domain or conveyed in lieu thereofdomain, either party hereto may shall have the right, at its option, within sixty (60) days after said taking, to terminate this Lease by serving written notice upon the other party hereto within thirty (30) days thereafterdays' written notice. If any substantial part (i) less than ten percent (10%) of the Project excluding Premises or the parking spaces are taken or (ii) more than ten percent (10%) of the Premises or such parking spaces are taken, but neither party elects to terminate as herein provided, the Minimum Rent thereafter to be paid shall be equitably reduced. If the Lease is taken not terminated pursuant to the provisions hereof following any partial taking Landlord shall promptly repair, restore, or appropriated rebuild for occupancy by a governmental agency under Tenant the power portion of eminent domain the Premises not so taken. If, during the repair, restoration, or conveyed rebuilding required, the Premises are not usable in lieu thereofthe reasonable opinion of Tenant, Landlord may so terminate this Leasethe Rent shall be abated until the Premises are restored and usable. In either eventthe event of any taking or appropriation whatsoever, Landlord shall receive (be entitled to any and Tenant shall assign to Landlord upon demand by Landlord) any income, Rent, award or any interest therein all awards and/or settlements which may be paid in connection therewith, given and Tenant shall have no claim against Landlord for any part amounts whatsoever, and in no event shall Tenant have any claim whatsoever against Landlord or the condemning authority for the loss or diminution in value of its Leasehold interest in the Premises or any sum so paid, whether Leasehold improvements therein or not attributable to for the value of the any unexpired Lease Termterm of this Lease, Tenant hereby expressly assigns to Landlord any such right or claim; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion any separate award made by the condemning authority solely for or on account of any award that represents compensation loss or expense which Tenant may sustain or incur in removing Xxxxxx's merchandise, trade fixtures, or equipment from the Premises or for any loss of or damage to such items of Tenant's personal property. Nothing contained in this use or occupancy of the Premises during the Lease Term, and Landlord paragraph shall be entitled any liability of Tenant to receive Landlord which arose prior to the balance effective date of such award. To the extent that it is inconsistent with the above, each party hereto hereby waives the provisions any termination 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 taking of the Premisespursuant to this paragraph.

Eminent Domain. 21.1 20.01. If the entire Premiseswhole of the Building or the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose, this lease and the term and estate hereby granted shall terminate as of the date of vesting of title on such taking (herein called the “Date of the Taking”), and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such date. 20.02. If all or substantially all of the Premises shall be so taken and the remaining area of the Premises shall not be sufficient, in Tenant’s reasonable judgment, for Tenant to continue the normal operation of its business, or enough thereof so as if permanent access to render the balance thereof not reasonably usable for the conduct of Tenant’s businessPremises or Building shall be taken, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto Tenant may terminate this Lease lease in whole or in part by serving written giving Landlord notice upon the other party hereto to that effect within thirty ninety (3090) days thereafterafter the Date of the Taking. If This lease (or portion hereof) shall terminate on the date set forth in such notice from Tenant to Landlord, which date shall be no more than ninety (90) days after the date such notice is given, and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such termination date, except that with respect to any substantial portion of the Premises which is the subject of the taking, if earlier, as of the Date of the Taking. Upon such partial taking and this lease continuing in force as to any part of the Project excluding Premises, the Premises is taken or appropriated by a governmental agency under Fixed Rent and Additional Charges shall be adjusted according to the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Leaserentable area remaining. 20.03. In either event, Landlord shall be entitled to receive (the entire award or payment in connection with any taking without deduction therefrom for any estate vested in Tenant by this lease and Tenant shall assign receive no part of such award except as hereinafter expressly provided in this Article 20. Tenant hereby expressly assigns to Landlord upon demand by Landlord) any incomeall of its right, Rent, title and interest in and to every such award or any interest therein which may be paid in connection therewith, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Termpayment; provided, however, that nothing herein Tenant shall prevent Tenant from pursuing have the right to make a separate award in connection with claim for the taking value of Tenant’s removable tangible personal property placed in the Premises solely at moving expenses, and for any of Tenant’s expenseProperty and any of Tenant’s furniture, fixtures and equipment taken and, if the provisions of Section 20.05 apply, for the cost of Tenant’s relocation costs and for loss of goodwillrestoration obligations thereunder. 21.2 20.04. If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of all or any part of the Premises (shall be taken by condemnation or in any other manner for a period not to exceed 60 days) is taken any public or appropriated by a governmental agency under the power of eminent domain quasi-public use or conveyed in lieu thereof purpose during the Lease Term, this Lease Tenant shall be entitled to receive the entire award or payment for such taking applicable to the Term. This lease shall be and remain unaffected by such taking, appropriation or conveyance taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay in full all the Fixed Rent payable and Additional Charges when due. If the period of temporary use or occupancy shall extend beyond the Expiration Date of this lease, that part of the award which represents compensation for the use and occupancy of the Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period up to and including such Expiration Date and Landlord shall receive so much thereof as represents the period after such Expiration Date. All monies paid as, or as part of, an award for temporary use and occupancy for a period beyond the date to which the Fixed Rent and Additional Charges have been paid shall be received, held and applied by TenantLandlord as a trust fund for payment of the Fixed Rent and Additional Charges becoming due hereunder. 20.05. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion a taking of any award that represents compensation for loss less than the whole of the Building and/or the Land which does not result in termination of this lease, or in the event of a taking for a temporary use or occupancy of all or any part of the Premises, (a) Tenant, at its expense, and whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Building and the Premises during to substantially their former condition to the Lease Termextent that the same may be feasible (subject to reasonable changes which Tenant shall deem desirable) and so as to constitute a complete and rentable Building and (b) Tenant, at its expense, shall proceed with reasonable diligence (i) at Tenant’s option, to repair all or such portions of Tenant’s Property as Tenant may elect to repair and (ii) to perform the Improvements Restoration Work. Notwithstanding anything to the contrary contained herein, in the event of any taking pursuant to this Section 20.3, the entire award received by Landlord pursuant to Section 20.3 shall be entitled held in trust by Landlord or the Superior Mortgagee (subject to receive the depository agreement referred to in Section 9.03) for the benefit of Tenant and paid to Tenant for application to the cost of restoration of the Base Elements in accordance with this Section 20.5 and subject to the provisions of Section 20.3, the balance of such award, if any remaining after such application, shall belong to Landlord. 20.06. To the extent that it is inconsistent with the above, each party hereto hereby waives The provisions of Section 35.04 regarding Force Majeure Causes shall have no applicability to the provisions of Section 1265.130 this Article 20, and in no event will any of the California Code time periods set forth in this Article 20 be extended as the result of Civil Procedure allowing either party to petition a court to terminate this Lease in the event of a partial taking of the PremisesForce Majeure Causes.

Eminent Domain. 21.1 Section 11.1 If the whole of the Real Property, the Building or the Premises shall be acquired or condemned for any public or quasi-public use or purpose, 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. If only a part of the Real Property and not the entire PremisesPremises shall be so acquired or condemned then, (1) except as hereinafter provided in this Section 11.1, this Lease and the Term shall continue in force and effect but, if a part of the Premises is included in the part of the Real Property so acquired or condemned, from and after the date of the vesting of title, the Fixed Rent and the Space Factor shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation and Tenant’s Share shall be redetermined based upon the proportion in which the ratio between the rentable area of the Premises remaining after such acquisition or condemnation bears to the rentable area of the Building remaining after such acquisition or condemnation; (2) whether or not the Premises shall be affected thereby, Landlord, at Landlord’s option, may give to Tenant, within sixty (60) days next following the date upon which Landlord shall have received notice of vesting of title, a ninety (90) days’ notice of termination of this Lease if Landlord shall elect to terminate leases (including this Lease), affecting at least fifty percent (50%) of the rentable area of the Building; and (3) if the part of the Real Property so acquired or condemned shall contain more than fifteen percent (15%) of the total area of the Premises immediately prior to such acquisition or condemnation, or enough thereof so as if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to render the balance thereof not reasonably usable for the conduct of Premises or if, in Tenant’s businessreasonable opinion, the portion of the Premises remaining shall be inadequate for Tenant to conduct its business at the Premises or if a temporary taking of the Premises is taken in excess of one hundred eighty (180) days, Tenant, at Tenant’s option, may give to Landlord, within sixty (60) days next following the date upon which Tenant shall have received notice of vesting of title, a thirty (30) days’ notice of termination of this Lease. If any such thirty (30) days’ notice of termination is given, by Landlord or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereofTenant, either party hereto may terminate this Lease by serving written notice and the Term shall come to an end and expire upon the other party hereto within expiration of said thirty (30) days thereafter. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking same effect as if the date of Tenant’s removable tangible personal property placed in expiration of said thirty (30) days were the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 Expiration Date. If a part of the Premises is shall be so takenacquired or condemned and this Lease and the Term shall not be terminated pursuant to the foregoing provisions of this Section 11.1, appropriated Landlord, at Landlord’s expense, shall restore that part of the Premises not so acquired or conveyed by condemned to a governmental agencyself-contained rental unit to a condition similar to that on the Commencement Date exclusive of Tenant’s Alterations, except that if such acquisition or condemnation occurs prior to completion of the Initial Alterations, Landlord shall only be required to restore that part of the Premises not so acquired or condemned to a self-contained rental unit exclusive of Tenant’s Alterations. In the event of any termination of this Lease and the Term pursuant to the provisions of this Section 11.1, the Fixed Rent shall be apportioned as of the earlier of (i) the date of sooner termination or (ii) vesting of title, and neither party hereto elects to terminate this Lease, then Base any prepaid portion of Fixed Rent and Additional or Escalation Rent payable hereunder for any period after such date shall be abated in refunded by Landlord to Tenant. Section 11.2 In the proportion that event of any such acquisition or condemnation of all or any part of the Real Property, Landlord shall be entitled to receive the entire award for any such acquisition or condemnation, Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Premises so taken, appropriated or conveyed bears Term and Tenant hereby expressly assigns to the area Landlord all of the entire Premises. 21.3 Notwithstanding anything its right in and to the contrary any such award. Nothing contained in this Article 21Section 11.2 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, if and for any moving expenses, provided that same does not reduce any award or payment to Landlord. Section 11.3 If the temporary use whole or occupancy of any part of the Premises shall be acquired or condemned temporarily (for a period not to exceed 60 one hundred eighty (180) days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease TermTerm for any public or quasi-public use or purpose, this Lease Tenant shall give prompt notice thereof to Landlord and the Term shall not be and remain unaffected by such taking, appropriation reduced or conveyance affected in any way and Tenant shall continue to pay in full all Rent items of Rental payable by Tenant. In the event of any such temporary takingTenant hereunder without reduction or abatement, appropriation or conveyance, and Tenant shall be entitled to receive for itself any award or payments for such use, provided, however, that: (i) if the acquisition or condemnation is for a period not extending beyond the Term and if such award or payment is made less frequently than in monthly installments, the same shall be paid to and held by Landlord as a fund which Landlord shall apply from time to time to the Rental payable by Tenant hereunder, except that, if by reason of such acquisition or condemnation changes or alterations are required to be made to the Premises which would necessitate an expenditure to restore the Premises, then a portion of such award or payment reasonably considered by Landlord as appropriate to cover the expenses of the restoration shall be retained by Landlord, without application as aforesaid, and applied toward the restoration of the Premises as provided in Section 11.1 hereof; or (ii) if the acquisition or condemnation is for a period extending beyond the Term, such award or payment shall be apportioned between Landlord and Tenant as of the Expiration Date; Tenant’s share thereof, if paid less frequently than in monthly installments, shall be paid to Landlord and applied in accordance with the provisions of clause (i) above, provided, however, that portion the amount of any award that represents compensation or payment allowed or retained for loss of this use or occupancy restoration of the Premises during shall remain the Lease Term, and property of Landlord shall be entitled to receive the balance of such award. To 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 if this Lease in shall expire prior to the event of a partial taking restoration of the Premises.

Eminent Domain. 21.1 If any part over ten percent (10%) of the entire Premises, Premises or enough thereof so as to render ten percent (10%) of the balance thereof not reasonably usable for parking spaces serving the conduct of Tenant’s business, is Premises shall be taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may Tenant shall have the right to terminate this Lease by serving written notice upon at its option; however, Tenant’s right to terminate due to a taking of over ten percent (10%) of the other party hereto parking spaces shall be void if either: (i) Landlord builds a parking structure on the Land to replace said spaces within thirty ninety (3090) days thereafter. If any substantial part of the Project excluding taking subject to Tenant’s reasonable approval of the Premises design, location and construction of said structure; or (ii) if such a parking structure cannot be built within said ninety (90) day period, Landlord agrees in writing within such ninety (90) day period to build such a parking structure within two hundred seventy (270) days of the taking and provides valet parking during Business Hours (at no cost or expense to Tenant) for the number of cars which is equal to the number of parking spaces which have been so taken or appropriated by appropriated, and if Landlord agrees to so build a governmental agency under parking structure it shall promptly commence and diligently pursue the power building of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Leasesuch parking structure to completion. In either eventof such events, Landlord shall receive (and Tenant shall assign to Landlord upon demand by from Landlord) any income, Rentrent, award or any interest therein which may be paid in connection therewithwith the exercise of such power of eminent domain, and Tenant shall have no claim against Landlord for any part of any sum so paidpaid by virtue of such proceedings, whether or not attributable to the value of the unexpired term of this Lease Termexcept that Tenant shall be entitled to petition the condemning authority for the following : (i) the then unamortized cost of any Alterations or tenant improvements paid for by Tenant from its own funds (as opposed to any allowance provided by Landlord); (ii) the value of Tenant’s trade fixtures; (iii) Tenant’s relocation costs; (iv) Tenant’s goodwill, loss of business and business interruption; and (v) one-half of the amount which is the lesser of (a) the bonus value of this Lease, or (b) the amount of the award in excess of the sum of amounts payable to Landlord’s ground lessor (if any) and any holder of a mortgage or other third party lien encumbering Landlord’s ground lease estate or fee simple ownership in the Property. If a part of the Premises shall be so taken or appropriated or conveyed and neither party hereto shall elect to terminate this Lease and the Premises have been damaged as a consequence of such partial taking or appropriation or conveyance, Landlord shall restore the Premises continuing under this Lease at Landlord’s cost and expense; provided, however, that nothing herein Landlord shall prevent not be required to repair or restore any injury or damage to the property of Tenant from pursuing a separate award in connection with or to make any repairs or restoration of any Alterations installed on the taking Premises by or at the expense of Tenant’s removable tangible personal property placed in . Thereafter, the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder Charges to be paid under this Lease for the remainder of the Term shall be abated proportionately reduced, such that thereafter the amounts to be paid by Tenant shall be in the proportion ratio that they are of the portion of the Premises not so taken, appropriated or conveyed taken bears to the total area of the entire Premises. 21.3 Premises prior to such taking. Notwithstanding anything to the contrary contained in this Article Paragraph 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is shall be taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, taking or appropriation or conveyance and Tenant shall continue to pay in full all Rent and Additional Charges payable hereunder by Tenant. In Tenant during the Term; in the event of any such temporary taking, appropriation or conveyancetaking, Tenant shall be entitled to receive that portion of any award that which represents compensation for loss the use of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive that portion of any award which represents the balance cost of such award. To the extent that it is inconsistent with the above, each party hereto hereby waives the provisions of Section 1265.130 restoration of the California Code Premises and the use and occupancy of Civil Procedure allowing either party to petition the Premises after the end of the Term. If such temporary taking is for a court period longer than ninety (90) days and unreasonably interferes with Tenant’s use of the Premises or the Project Common Areas, then Tenant shall have the right to terminate this the Lease unless, if applicable, Landlord agrees to provide valet parking (at no cost to Tenant) in the event of a partial taking same as described in clause (ii) of the Premisesfirst sentence of this Paragraph.

Eminent Domain. 21.1 If In the entire event the whole of the Premises, the Building or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is Project shall be taken or appropriated by a governmental agency under the power of eminent domain domain, or conveyed sold to prevent the exercise thereof (collectively, a “Taking”), this Lease shall automatically terminate as of the date of such Taking. In the event a Taking of a portion of the Project, the Building or the Premises shall, in lieu the reasonable opinion of Landlord or Tenant, substantially interfere with Landlord’s operation thereof, either party hereto Landlord or Tenant may terminate this Lease by serving written notice upon the other party hereto within thirty (30) days’ written notice to the other given at any time within sixty (60) days thereafterfollowing the date of such Taking. If any substantial part In the event a Taking of a portion of the Project excluding Project, the Building or the Premises is taken or appropriated by a governmental agency under shall, in the power reasonable opinion of eminent domain or conveyed in lieu thereofTenant, Landlord substantially interfere with Tenant’s use and occupancy of the Premises, Tenant may so 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 either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, event that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part portion of the Premises is so takentaken and this Lease is not terminated, appropriated or conveyed 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 a governmental agencyLaw and covenants, conditions and restrictions then applicable to the Project) the Premises (other than Tenant’s personal property and fixtures, and neither party hereto elects above-standard tenant improvements) to terminate this Leasea complete, then Base functioning unit. In such case, the Rent and Additional Rent payable hereunder shall be abated in the proportion that reduced proportionately based on the portion of the Premises so taken, appropriated . If all or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part portion of the Premises is the subject of a temporary Taking (for provided, that if such temporary taking exceeds nine (9) months, Tenant shall have a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Termtermination right), this Lease shall be remain in full force and remain unaffected by such taking, appropriation or conveyance effect and Tenant shall continue to pay perform each of its obligations under this Lease; in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyancecase, Tenant shall be entitled to receive that portion of any the entire award that represents compensation for loss of this use or occupancy allocable to the temporary Taking of the Premises during Premises. Except as provided herein, Tenant shall not assert any claim against Landlord or the Lease Termcondemning authority for, and hereby assigns to Landlord, any compensation in connection with any such Taking, and Landlord shall be entitled to receive the balance entire amount of such awardany award therefor, without deduction for any estate or interest of Tenant. To Nothing contained in this Paragraph 10 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the extent that it is inconsistent with condemning authority for the aboveTaking of personal property, each party hereto hereby waives fixtures, above standard tenant improvements of Tenant and for relocation and moving expenses recoverable by Tenant from the provisions of Section 1265.130 of the California Code of Civil Procedure allowing either party to petition a court to terminate this Lease condemning authority. This Paragraph 10 shall be Tenant’s sole and exclusive remedy in the event of a partial taking Taking. This Lease sets forth the terms and conditions upon which this Lease may terminate in the event of the Premisesa Taking.

Eminent Domain. 21.1 20.01. If the entire Premiseswhole of the Building or the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose, this Lease and the term and estate hereby granted shall terminate as of the date of vesting of title on such taking (herein called the “Date of the Taking”), and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such date. 20.02. If any Part of the Building or enough thereof the Land shall be so as taken, this Lease shall be unaffected by such taking, except that (a) if more than fifty (50%) percent of the Building or the Land shall be so taken, then provided that concurrently with such termination Landlord terminates leases covering at least seventy-five (75%) percent of the rentable square footage of the Building then occupied by tenants, Landlord may, at its option, terminate this Lease by giving Tenant notice to render that effect within sixty (60) days after the balance thereof not reasonably usable for Date of the conduct Taking, and (b) if a material portion of the rentable area of the Premises shall be so taken or if Tenant’s access to the Building or the Premises is denied or materially interfered with or if any of the services which Landlord provides shall be reduced and, in any such case, the remaining rentable area of the Premises shall not be reasonably sufficient for Tenant to continue feasible operation of its business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto Tenant may terminate this Lease by serving written giving Landlord notice upon to that effect within sixty (60) days after the other party hereto within Date of the Taking. This Lease shall terminate on the date which is thirty (30) days thereafterafter the date that such notice from Landlord or Tenant to the other shall be given, and the Fixed Rent and Additional Charges under Article 3 shall be prorated and adjusted as of the Date of the Taking. If Upon such partial taking and this Lease continuing in force as to any substantial part of the Project excluding Premises, the Fixed Rent and Tenant’s Proportionate Share shall be reduced and Tenant’s Tax Payments and Tenant’s Operating Payments shall be adjusted in the proportion that the area of the Premises is taken or appropriated by a governmental agency under bears to the power total area of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Leasethe Premises. 20.03. In either event, Landlord shall be entitled to receive (the entire award or payment in connection with any taking without reduction therefrom for any estate vested in Tenant by this Lease or any value attributable to the unexpired portion of the term of this Lease and Tenant shall assign receive no part of such award except as hereinafter expressly provided in this Article. Tenant hereby expressly assigns to Landlord upon demand by Landlord) any incomeall of its right, Rent, title and interest in and to every such award or payment and waives any interest therein which may be paid in connection therewith, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable right to the value of the unexpired Lease Term; provided, however, that nothing portion of the term of this Lease. Nothing herein provided shall prevent preclude Tenant from pursuing making a separate award in connection with claim for the taking cost of Tenant’s removable tangible personal property placed moving expenses and the value of any fixtures, alterations and improvements installed by Tenant in the Premises solely at and paid for by Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 20.04. If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of all or any part of the Premises (shall be taken by condemnation or in any other manner for a period not to exceed 60 days) is taken any public or appropriated by a governmental agency under the power of eminent domain quasi-public use or conveyed in lieu thereof purpose during the Lease Termterm of this Lease, Tenant shall be entitled, except as hereinafter set forth, to receive that portion of the award or payment for such taking which represents compensation for the taking of Tenant’s Property and for moving expenses, and Landlord shall be entitled to receive that portion which represents reimbursement for the cost of restoration of the Premises and compensation for the use and occupancy of the Premises. Except as hereinafter provided, this Lease shall be and remain unaffected by such taking, appropriation or conveyance taking and Tenant shall continue to pay in full be responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking. During the period of such temporary taking, all Fixed Rent payable and Additional Charges under this Lease shall be fully abated. If the period of temporary use or occupancy described herein shall extend for a period of fourteen (14) consecutive months, then Tenant may, at its option, terminate this Lease by Tenantgiving notice to Landlord to such-effect within thirty (30) days following the expiration of such fourteen (14) month period and this Lease shall terminate effective as of the last day of such thirty (30) day period and the Fixed Rent and Additional Charges under Article 3 shall be prorated and adjusted as of such date. 20.05. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion a taking of any award that represents compensation for loss less than the whole of the Building and/or the Land which does not result in termination of this use Lease, or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking for a temporary use or occupancy of all or any part of the PremisesPremises which does not result in a termination of this Lease, (a) Landlord, at its expense, and whether or not any award or awards shall be sufficient for the purpose, shall proceed with due diligence to repair the remaining parts of the Building and the Premises (other than those parts of the Premises which are deemed Landlord’s property Pursuant to Section 12.01 hereof and Tenant’s Property) to substantially their former condition to the extent that the same may be feasible and so as to constitute a complete and rentable Building and Premises of substantially the same character, quality and appearance as the Building and the Premises prior to the taking and (b) Tenant, at its expense, shall proceed with reasonable diligence to repair the remaining parts of the Premises which are deemed Landlord’s Property pursuant to Section 12.01 hereof, to substantially their former condition to the extent that the same may be feasible, subject to reasonable changes which shall be deemed Alterations; provided, however, in no event, shall Tenant be obligated to expend any money in excess of the amount of any award received by Tenant in connection with such taking.

Eminent Domain. 21.1 If all of the entire Premises, or enough thereof so as to render the balance thereof not reasonably usable for the conduct Premises are taken by exercise of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain (or conveyed by Landlord in lieu thereof, either party hereto may terminate of such exercise) this Lease by serving written notice upon shall terminate on a date (the other party hereto within thirty (30“Termination Date”) days thereafter. If any substantial part which is the earlier of the Project excluding date upon which the condemning authority takes possession of the Premises or the date on which title to the Premises is taken or appropriated by a governmental agency under vested in the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Leasecondemning authority. In either event, Landlord shall receive If more than fifty percent (and Tenant shall assign to Landlord upon demand by Landlord50%) any income, Rent, award or any interest therein which may be paid in connection therewith, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part rentable square feet of the Premises is so taken, appropriated Tenant will have the right to cancel this Lease by written notice to Landlord given within twenty (20) days after the Termination Date, which termination shall be effective when such notice is given by Tenant. If less than fifty percent (50%) of the rentable square feet of the Premises is so taken, or conveyed by a governmental agencyif the Tenant does not cancel this Lease according to the preceding sentence, and neither party hereto elects to terminate this Lease, then the Monthly Base Rent and Additional Rent payable hereunder shall be abated in the proportion that of the portion rentable area of the Premises so taken, appropriated or conveyed bears taken to the rentable area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by immediately before such taking, appropriation and Tenant’s Proportionate Share shall be appropriately recalculated. If twenty-five percent (25%) or conveyance and more of the Building or the Project is so taken, Landlord may cancel this Lease by written notice to Tenant given within thirty (30) days after the Termination Date, which termination shall continue to pay in full all Rent payable be effective when such notice is given by TenantLandlord. In the event of any such temporary taking, appropriation the entire award shall be paid to Landlord, and Tenant will have no right or conveyanceclaim to any part of such award; however, Tenant shall be entitled have the right to receive that portion of any assert a claim against the condemning authority in a separate action, so long as Landlord’s award that represents compensation is not otherwise reduced, for loss of this use or occupancy of the Premises during the Lease Term, Tenant’s moving expenses and Landlord shall be entitled to receive the balance of such award. To 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 taking of the Premisesleasehold improvements owned by Tenant.

Eminent Domain. 21.1 A. If all or part of the entire Premises, Premises shall be taken by any public or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency quasi-public authority under the power of eminent domain or conveyed conveyance in lieu thereof, either party hereto may terminate this Lease by serving written notice upon shall terminate as to any portion of the other party hereto within thirty Premises so taken or conveyed on the date when title or the right to possession vests in the condemnor. B. If (301) days thereafter. If any substantial a part of the Project excluding the Premises is shall be taken by any public or appropriated by a governmental agency quasi-public authority under the power of eminent domain or conveyed conveyance in lieu thereof; and (2) Tenant is reasonably able to continue the operation of Tenant’s business in that portion of the Premises remaining; and (3) Landlord elects to restore the Premises to an architectural whole, then this Lease shall remain in effect as to said portion of the Premises remaining, and the Base Rent payable from the date of the taking shall be reduced in the same proportion as the area of the Premises taken bears to the total area of the Premises. If, after a partial taking, Tenant is not reasonably able to continue the operation of its business in the Premises or Landlord elects not to restore the Premises as hereinabove described, then this Lease may so be terminated by either Landlord or Tenant by giving written notice to the other party within thirty (30) days after the date of the taking. Such notice shall specify the date of termination, which termination date shall be not less than thirty (30) nor more than sixty (60) days after the date of said notice. C. If a portion of the Building is taken, whether any portion of the Premises is taken or not, and Landlord reasonably determines that it is not economically feasible to continue operating the portion of the Building remaining (which determination shall be made within thirty (30) days after such taking), then Landlord shall have the option for a period of thirty (30) days after such determination to terminate this Lease. In either eventIf Landlord determines that it is economically feasible to continue operating the portion of the Building remaining after such taking, then this Lease shall remain in effect, with Landlord, at Landlord’s cost, restoring the Building to an architectural whole. D. Except as provided in Section 8.08E, Landlord shall receive (be entitled to any and Tenant shall assign to Landlord upon demand by Landlord) any all payment, income, Rentrent, award award, or any interest therein which whatsoever that may be paid or made in connection therewithwith such taking or conveyance, and Tenant shall have no claim against Landlord or otherwise for any part of any sum so paid, whether or not attributable to the value of any unexpired term of this Lease or for the unexpired Lease Term; provided, however, that nothing herein shall prevent value of any improvements in or to the Premises. Tenant from pursuing a separate award in connection with hereby assigns any such claim to the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwillLandlord. 21.2 If a part E. Notwithstanding the provisions of Section 8.08D above, to the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion extent that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (same shall not diminish Landlord’s recovery for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents of compensation for loss the value of this use Tenant trade fixtures, the value of improvements paid for by Tenant, business interruption costs and any moving or occupancy of relocation expenses which Tenant is entitled under applicable laws to recover directly from the Premises during public agency which acquires the Lease Term, and Landlord shall be entitled to receive the balance of such award. To the extent that it is inconsistent with the above, each party hereto Premises. F. Tenant hereby waives the provisions of Section 1265.130 sections 1265.110 through 1265.160 of the California Code of Civil Procedure allowing either party to petition a court to terminate this Lease in the event of a partial taking of the PremisesProcedure.

Eminent Domain. 21.1 If any part over ten percent (10%) of the entire Premises, Premises or enough thereof so as to render ten percent (10%) of the balance thereof not reasonably usable for parking spaces serving the conduct of Tenant’s business, is Premises shall be taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may Tenant shall have the right to terminate this Lease by serving written notice upon at its option; however, Tenant’s right to terminate due to a taking of over ten percent (10%) of the other party hereto parking spaces shall be void if either: (i) Landlord builds a parking structure on the Land to replace said spaces within thirty ninety (3090) days thereafter. If any substantial part of the Project excluding taking subject to Tenant’s reasonable approval of the Premises design, location and construction of said structure; or (ii) if such a parking structure cannot be built within said ninety (90) day period, Landlord agrees in writing within such ninety (90) day period to build such a parking structure within two hundred seventy (270) days of the taking and provides valet parking during Business Hours (at no cost or expense to Tenant) for the number of cars which is equal to the number of parking spaces which have been so taken or appropriated by appropriated, and if Landlord agrees to so build a governmental agency under parking structure it shall promptly commence and diligently pursue the power building of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Leasesuch parking structure to completion. In either eventof such events, Landlord shall receive (and Tenant shall assign to Landlord upon demand by from Landlord) any income, Rentrent, award or any interest therein which may be paid in connection therewithwith the exercise of such power of eminent domain, and Tenant shall have no claim against Landlord for any part of any sum so paidpaid by virtue of such proceedings, whether or not attributable to the value of the unexpired term of this Lease Termexcept that Tenant shall be entitled to petition the condemning authority for the following : (i) the then unamortized cost of any Alterations or tenant improvements paid for by Tenant from its own funds (as opposed to any allowance provided by Landlord); (ii) the value of Tenant’s trade fixtures; (iii) Tenant’s relocation costs; (iv) Tenant’s goodwill, loss of business and business interruption; and (v) one-half of the amount which is the lesser of (a) the bonus value of this Lease, or (b) the amount of the award in excess of the sum of amounts payable to Landlord’s ground lessor (if any) and any holder of a mortgage or other third party lien encumbering Landlord’s ground lease estate or fee simple ownership in the Property. If a part of the Premises shall be so taken or appropriated or conveyed and neither party hereto shall elect to terminate this Lease and the Premises have been damaged as a consequence of such partial taking or appropriation or conveyance, Landlord shall restore the Premises continuing under this Lease at Landlord’s cost and expense; provided, however, that nothing herein Landlord shall prevent not be required to repair or restore any injury or damage to the property of Tenant from pursuing a separate award in connection with or to make any repairs or restoration of any Alterations installed on the taking Premises by or at the expense of Tenant’s removable tangible personal property placed in . Thereafter, the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder Charges to be paid under this Lease for the remainder of the Term shall be abated proportionately reduced, such that thereafter the amounts to be paid by Tenant shall be in the proportion ratio that they are of the portion of the Premises not so taken, appropriated or conveyed taken bears to the total area of the entire Premises. 21.3 Premises prior to such taking. Notwithstanding anything to the contrary contained in this Article Paragraph 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is shall be taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, taking or appropriation or conveyance and Tenant shall continue to pay in full all Rent and Additional Charges payable hereunder by Tenant. In Tenant during the Term; in the event of any such temporary taking, appropriation or conveyancetaking, Tenant shall be entitled to receive that portion of any award that which represents compensation for loss the use of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive that portion of any award which represents the balance cost of such award. To the extent that it is inconsistent with the above, each party hereto hereby waives the provisions of Section 1265.130 restoration of the California Code Premises and the use and occupancy of Civil Procedure allowing either party to petition the Premises after the end of the Term. If such temporary taking is for a court period longer than ninety (90) days and unreasonably interferes with Tenant’s use of the Premises or the Project Common Areas, then Tenant shall have the right to terminate this the Lease unless Landlord agrees to provide valet parking (at no cost to Tenant) in the event of a partial taking same as described in clause (ii) of the Premisesfirst sentence of this Section.

Eminent Domain. 21.1 22.01. If the entire Premiseswhole of the Building shall be lawfully taken by condemnation or in any other manner for any public or quasi-public use of purpose, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice upon and the other party hereto within thirty term and estate hereby granted shall forthwith terminate as of the date of vesting of title on such taking (30) days thereafterwhich date is herein after also referred to as the "date of the taking"), and the rents shall be prorated and adjusted as of such date. 22.02. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease TermBuilding shall be so taken, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and except that Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 may elect to terminate this Lease in the event of a partial taking, if the area of the Demised Premises shall not be reasonably sufficient for Tenant to continue feasible operation of its business. Tenant shall give notice of such election to Landlord not later than thirty (30) days after the date of such taking. Upon the giving of such notice to Landlord, this Lease shall terminate on the date of service of notice and the rents apportioned to the part of the Demised Premises so taken shall be prorated and adjusted as of the date of the taking and the rents apportioned to the remainder of the Demised Premises shall be prorated and adjusted as of such termination date. Upon such partial taking and this Lease continuing in force as to any part of the Demised Premises, 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 shall be reduced to the amount apportioned to the remainder of the Demised Premises and additional rent shall be payable pursuant to Article 5 according to the rentable area remaining. 22.03. Except as specifically set forth in Section 22.04. hereof, Landlord shall be entitled to receive the entire award in any proceeding with respect to any taking provided for in this Article without deduction therefrom for any estate vested in Tenant by this Lease, and Tenant shall receive no part of such award. Tenant hereby expressly assigns to Landlord all of its right, title, and interest in or to every such award. 22.04. If the temporary use or occupancy of all or any part of the Demised Premises shall be lawfully taken by condemnation or in any other manner for any public or quasi-public use or purpose during the term of this Lease, Tenant shall be entitled, except as hereinafter set forth, to receive any award which does not serve to diminish Landlord's award in any respect and, if so awarded, for the taking of Tenant's Property and for moving expenses, and Landlord shall be entitled to receive that portion which represents reimbursement for the cost of restoration of the Demised Premises. This Lease shall be and remain unaffected by such taking and Tenant shall remain responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay in full the fixed rent and additional rent when due. If the period of temporary use or occupancy of the Demised Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period prior to the Expiration Date and Landlord shall receive so much thereof as represents the period subsequent to the Expiration Date. All moneys received by Tenant as, or as part of, an award for temporary use and occupancy for a period beyond the date to which the rents hereunder have been paid by Tenant shall be received, held, and applied by Tenant as a trust fund for payment of the rents falling due hereunder. 22.05. In the event of any taking of less than the whole of the Building which does not result in a termination of this Lease, or in the event of a taking for a temporary use or occupancy of all or any part of the Demised Premises which does not extend beyond the Expiration Date, Landlord, at its expense, shall proceed with reasonable diligence to repair, alter, and restore the remaining parts of the Building and the Demised Premises to substantially their former condition to the extent that the same may be feasible and so as to constitute a complete and tenantable Building and Demised Premises provided that Landlord's liability under this Section 22.05 shall be limited to the net amount (after deducting all costs and expenses, including, but not limited to, legal expenses incurred in connection with the eminent domain proceeding) received by Landlord as an award arising out of such taking. If such taking occurs within the last three (3) years of the term of this Lease, Landlord shall have the right to terminate this Lease by giving the Tenant written notice to such effect within ninety (90) days after such taking, and this Lease shall then expire on that effective date stated in the notice as if that were the Expiration Date, but the fixed rent and the additional rent shall be prorated and adjusted as of the date of such taking. 22.06. Should any part of the Demised Premises be taken to effect compliance with any law or requirement of public authority other than in the manner hereinabove provided in this Article then, (i) if such compliance is the obligation of Tenant under this Lease, Tenant shall not be entitled to any diminution or abatement of rent or other compensation from Landlord therefor, but (ii) if such compliance is the obligation of Landlord under this Lease, the fixed rent hereunder shall be reduced and additional rents under Article 5 shall be adjusted in the same manner as is provided in Section 22.02 according to the reduction in rentable area of the Demised Premises resulting from such taking. 22.07. Any dispute which may arise between the parties with respect to the meaning or application of any of the provisions of this Article shall be determined by arbitration in the manner provided in Article 33.

Eminent Domain. 21.1 8.2.1 If the entire Premises, whole of the Demised Premises shall be taken by any public or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency quasi-public authority under the power of condemnation, eminent domain or conveyed expropriation, or in the event of a conveyance in lieu thereof, the Lease Term shall cease as of the date possession shall be taken by such authority. 8.2.2 If twenty-five percent (25%) or less of the Floor Space of the Demised Premises shall be so taken or conveyed, the Lease Term shall cease only with respect to the part so taken or conveyed, as of the date possession shall be taken by such authority. 8.2.3 If more than twenty-five percent (25%) of the Floor Space of the Demised Premises shall be so taken or conveyed, the Lease Term shall cease only with respect to the part so taken or conveyed, as of the date possession shall be taken by such authority, and either party hereto may shall have the right to terminate this Lease by serving written upon notice upon the other party hereto in writing within thirty (30) days thereafter. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the after such taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwillpossession. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. 8.2.4 In the event of any such temporary takingtaking or conveyance of the Demised Premises, appropriation or any portion thereof, Tenant shall pay Fixed Minimum Rent and additional rent to the day when possession thereof shall be taken by such authority, with an appropriate refund by Landlord of such rent as may have been paid in advance for a period subsequent to such date. If this Lease shall continue in effect as to any portion of the Demised Premises not so taken or conveyed, the Fixed Minimum Rent shall be equitably reduced and the other charges shall thereafter be recomputed on the basis of the remaining Floor Space. If this Lease shall so continue, Landlord shall, at its expense, but only to the extent of an equitable proportion of the award or other compensation for the portion taken or conveyed of the Building in which the Demised Premises are located, make all necessary repairs or alterations so as to constitute the remaining Demised Premises a complete architectural and tenantable unit. 8.2.5 All compensation awarded for any such taking or conveyance, Tenant whether for the whole or a part of the Demised Premises or otherwise, shall be entitled to receive that portion the property of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease TermLandlord, and Tenant hereby assigns to the Landlord shall be entitled all of Tenant's right, title and interest in and to receive the balance of any and all such award. To 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 taking of the Premisescompensation.

Eminent Domain. 21.1 If all or any material part of the entire Premises, Premises or enough thereof so as to render balance of -------------- the balance thereof not reasonably usable for the conduct of Tenant’s business, Real Property is taken for public or appropriated quasi-public use by a governmental agency authority under the power of eminent domain or is conveyed to a governmental authority in lieu thereofof such taking (a "taking"), either party hereto Landlord may terminate this Lease by serving written notice upon the other party hereto to Tenant within thirty (30) days thereafterafter the taking. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, Landlord shall receive (and Tenant shall assign to Landlord upon demand by Landlord) any income, Rent, award all or any interest therein which may be paid in connection therewith, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a material part of the Premises is so taken, appropriated or conveyed and if the taking causes the remaining part of the Premises to be untenantable and inadequate for use by a governmental agencyTenant 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 date Tenant is required to surrender possession of the Premises. If part of the 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 repairs, alterations and improvements as may be necessary to render the part not taken tenantable, and neither party hereto elects to terminate this Lease, then the Base Rent and Additional Rent Operating Expenses payable hereunder by Tenant shall be abated reduced in proportion to the proportion part of the Premises taken. 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 the interruption of Tenant's business, moving and relocation expenses and removal of Tenant's Personal Property, provided that any such award to Tenant will not reduce the award which would otherwise be made to Landlord. In recognition that the Premises are located in two separate Buildings, the provisions of this Section 12 shall be applied separately as to each such Building and the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premiseslocated therein. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking of the Premises.

Eminent Domain. 21.1 20.01. If the entire whole of the Building or the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose, this Lease and the term and estate hereby granted shall terminate as of the date of vesting of title on such taking (“Date of the Taking”), and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such date. 20.02. If a portion of the Building or the Premises shall be so taken and the Condominium Board of Managers shall elect in accordance with the Declaration not to rebuild the or restore the balance of the Building, then this Lease and the term and estate hereby granted shall terminate as of the date such election is made, and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such date. If forty (40%) percent or more of the Premises or any Base Building Elements shall be so taken and the Premises or the remaining area of the Premises, as the case may be, shall no longer be sufficient or enough thereof so as to render the balance thereof not reasonably usable for the conduct of suitable, in Tenant’s reasonable judgment, for Tenant to continue the operation of its business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereofTenant may, either party hereto may at its option, terminate this Lease by serving written giving Landlord notice upon to that effect within 90 days after the Date of the Taking. In case of any termination pursuant to this Section 20.02, this Lease shall terminate on the date that such notice from Landlord or Tenant to the other party hereto within thirty (30) days thereaftershall be given, and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such termination date, except that with respect to any portion of the Premises taken the Fixed Rent and Additional Charges shall be prorated and adjusted as of the Date of the Taking if earlier. If Upon any substantial partial taking of the Premises and this Lease continuing in force as to any part of the Project excluding Premises, the Premises is taken or appropriated by a governmental agency under Fixed Rent and Additional Charges shall be adjusted according to the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Leaserentable area remaining. 20.03. In either event, Landlord shall receive (and Tenant shall assign to Landlord upon demand by Landlord) any income, Rent, The award or any interest therein which may be paid payment in connection therewith, and Tenant with any taking shall have no claim for any part of any sum so paid, whether or not attributable be payable to the value of the unexpired Lease TermLandlord; provided, however, that nothing herein Tenant shall prevent Tenant from pursuing have the right to make a separate award in connection with the taking claim for its moving expenses and for any of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs Property and for loss of goodwillAlterations taken. 21.2 20.04. If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of all or any part of the Premises (shall be taken by condemnation or in any other manner for a period not to exceed 60 days) is taken any public or appropriated by a governmental agency under the power of eminent domain quasi-public use or conveyed in lieu thereof purpose during the Lease Termterm of this Lease, this Tenant shall be entitled, except as hereinafter set forth, to receive that portion of the award or payment for such taking which represents compensation for the use and occupancy of the Premises, for the taking of Tenant’s Property and for moving expenses, and Landlord shall be entitled to receive that portion which represents reimbursement for the cost of restoration of the Premises. This Lease shall be and remain unaffected by such taking, appropriation or conveyance taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay in full all the Fixed Rent payable and Additional Charges when due. If the period of temporary use or occupancy shall extend beyond the Expiration Date of this Lease, that part of the award which represents compensation for the use and occupancy of the Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period up to and including such Expiration Date and Landlord shall receive so much thereof as represents the period after such Expiration Date. All monies paid as, or as part of, an award for temporary use and occupancy for a period beyond the date to which the Fixed Rent and Additional Charges have been paid shall be received, held and applied by TenantLandlord as a trust fund for payment of the Fixed Rent and Additional Charges becoming due hereunder. 20.05. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion a taking of any award that represents compensation for loss less than the whole of the Building and/or the Land which does not result in termination of this use Lease, or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking for a temporary use or occupancy of all or any part of the Premises which does not result in a termination of this Lease, after the Condominium Board of Managers shall proceed to repair the remaining parts of the Building and the Premises (other than those parts of the Premises which are deemed Landlord’s property pursuant to Section 12.01 hereof and Tenant’s Property) to substantially their former condition to the extent that the same may be feasible (subject to reasonable changes which Landlord and the Condominium Board of Managers shall deem desirable) and so as to constitute complete and rentable Building and Premises, then Tenant, at its expense, and whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Premises which are deemed Landlord’s property pursuant to Section 12.01 hereof and Tenant’s Property, to substantially their former condition to the extent that the same may be feasible, subject to reasonable changes which shall be deemed Alterations. Notwithstanding anything to the contrary set forth in this Article 20, the portion of any award which is allocable to the repairs which Tenant is obligated to perform pursuant to the preceding sentence shall be paid to Tenant.

Eminent Domain. 21.1 Section 16.1. If more than thirty-three percent (33%) of the entire Premises, floor area ------------ of the building on the demised premises or enough thereof so as to render if more than thirty-three percent (33%) of the balance thereof not reasonably usable for area of the conduct of Tenant’s business, is Parking and Accommodation Areas shall be taken or appropriated by a governmental agency under the power of eminent domain and the portion not so taken will not be reasonably adequate for the operation of Tenant's business after the Landlord completes such repairs or conveyed in lieu thereofalterations as the Landlord is obligated or elects to make, either party hereto may terminate this Lease by serving written notice upon the other party hereto within thirty (30) days thereafter. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable the right to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects elect either to terminate this Lease, then Base Rent or, subject to Landlord's right to terminate this Lease pursuant to Section 16.4., to ------------ continue in possession of the remainder of the demised premises and Additional Rent payable hereunder shall notify Landlord in writing within ten (10) days after such taking of Tenant's election. In the event less than thirty-three percent (33%) of the floor area of the building on the demised premises or less than thirty three percent (33%) of the area of the Parking and Accommodation Areas shall be abated taken, all of the terms herein provided shall continue in effect, except that the base rent (and any other rent allocated based on Tenant's square footage in the building) shall be reduced in the same proportion that the floor area of the building on the demised premises taken bears to the original floor area of the building on the demised premises, and Landlord shall at its own cost and expense make all necessary repairs or alterations to the building so as to constitute the portion of the Premises so takenbuilding not taken a complete architectural unit and the demised premises a complete unit for the purposes allowed by this Lease, appropriated or conveyed bears to but such work shall not exceed the area scope of the entire Premiseswork to be done by Landlord in originally constructing said building. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by TenantSection 16.2. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To the extent that it is inconsistent with the above, each Each party hereto hereby waives the provisions of Section 1265.130 of the California Code of Civil ------------ Procedure Section 1265.130 allowing either party to petition a court the Superior Court to terminate this Lease in the event of a partial taking. Section 16.3. All damages or awards for any taking under the power of ------------ eminent domain whether for the whole or a part of the Premisesdemised premises shall belong to and be the property of Landlord whether such damages or awards shall be awarded as compensation for diminution in value to the leasehold or to the fee of the demised premises; provided however, that Landlord shall not be entitled to the award made to Tenant or Landlord for loss of business, depreciation to, and cost or removal of stock and fixtures and for leasehold improvements which have been installed by Tenant at its sole cost and expense less depreciation which is to be computed on the basis of completely depreciating such leasehold improvements during the initial demised term of this Lease, and any award made to Tenant in excess of the then depreciated value of leasehold improvements shall be payable to the Landlord. Section 16.4. If more than thirty-three percent (33%) of the floor areas ------------ of the building on the demised premises shall be taken under power of eminent domain, or if more than thirty-three percent (33%) of the area of the Parking and Accommodation Areas shall be so taken, Landlord may, by written notice to Tenant delivered on or before the date of surrendering possession to the public authority pursuant to such taking, terminate this Lease as of such date. Section 16.5. If this Lease is terminated as provided in this Article, ------------ the rent shall be paid up to the day that possession is so taken by public authority and Landlord shall make a prorata refund of any rent and all deposits paid by Tenant in advance and not yet earned.

Eminent Domain. 21.1 If In the entire Premises, event that all or enough thereof so as to render any substantial part of the balance thereof not reasonably usable for Premises or the conduct of Tenant’s business, Building or its common areas is taken or appropriated (other than for temporary use, hereafter described) by a governmental agency public authority under the power of eminent domain (or conveyed by conveyance in lieu thereof), either party hereto may terminate then by notice given within three (3) months following the recording of such taking (or conveyance) in the appropriate registry of deeds, this Lease by serving may be terminated at Landlord’s election thirty (30) days after such notice. In the event there is a taking that results in the loss of reasonable access to the Premises; results in the loss of more than twenty-five percent (25%) of the rentable floor area of the Premises; or results in loss of parking facilities for the Building and Landlord reasonably determines it is not practical to relocate such parking or relocate and reconnect such facilities within the remaining Building or Property then Tenant shall have the right, upon written notice upon the other party hereto to Landlord given within thirty (30) days thereafterafter notice of the taking, to terminate the Lease. In the event of termination, Base Rent and Tenant’s share of Total Operating Costs and Taxes shall be apportioned as of the date of termination. If any substantial part this Lease is not terminated as aforesaid, subject to the rights of mortgagees Landlord shall within a reasonable time thereafter, diligently restore what may remain of the Project Premises (excluding any Tenant Property or other items installed or paid for by Tenant that Tenant is permitted or may be required to remove upon expiration and any and Tenant Work) to a tenantable condition. In the event some portion of rentable floor area of the Premises is taken or appropriated by a governmental agency under (other than for temporary use) and this Lease is not terminated, Base Rent and Tenant’s Pro Rata Share of Total Operating Costs shall be proportionally abated for the power remainder of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Leasethe Term. In either event, 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 for any part the event of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises thereof for temporary use, (for a period not to exceed 60 daysi) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such takingthereby and rent shall not xxxxx, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, (ii) Tenant shall be entitled to receive that for itself such portion or portions of any award made for such use with respect to the period of the taking that represents compensation for loss is within the Term, provided that if such taking shall remain in force at the expiration or earlier termination of this use or occupancy 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 during the Lease Termand 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, and Landlord specifically so designated, shall be entitled belong to receive the balance of such awardTenant. To 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 Except as provided in the event preceding sentence of a partial 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 the Premisesany act of any public authority for which damages are payable. Tenant agrees to execute such further instruments of assignment as may be reasonably requested by Landlord, and to turn over to Landlord any damages that may be recovered in any proceeding or otherwise; and Tenant irrevocably appoints Landlord as its attorney-in-fact with full power of substitution so to execute and deliver in Tenant’s name, place and stead all such further instruments if Tenant shall fail to do so after ten (10) days’ notice.

Eminent Domain. 21.1 (a) If the entire Premises, all or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice upon the other party hereto within thirty (30) days thereafter. If any substantial part of the Project excluding Premises or the Premises Building is taken for any public or appropriated quasi- public use under governmental law or by a governmental agency under the power right of eminent domain (the Taking), this Lease terminates at Landlord’s election, which Xxxxxxxx has the right to make notwithstanding the divestiture of Landlord’s entire interest in the Building. Tenant has the right to terminate this Lease if the Taking would materially interfere with Tenant’s use and occupancy of the Premises (even if Landlord reconstructs the Premises and Building to the maximum extent practicable in the case of a partial Taking), or, in the case of a partial Taking, if (i) Tenant determines, in Tenant’s reasonable business judgment, that Landlord cannot reasonably be expected to complete, within 150 days from the date of the Taking, any reconstruction of the Premises, of the Building, or conveyed of both that is necessary for Xxxxxx’s use and occupancy of the Premises in lieu thereofaccordance with the provisions of this Lease, or (ii) Landlord, having elected not to terminate the Lease, fails to complete such reconstruction within 150 days after the Taking. (b) The foregoing rights of Landlord and Tenant to terminate this Lease if there is a Taking is subject to the following notice provisions: Within 30 days after a Taking of all or a substantial part of the Premises or the Building, Landlord may so must notify Tenant of Landlord’s election to terminate the Lease in accordance with the preceding paragraph. Tenant must notify Landlord of Tenant’s election to terminate the Lease within 30 days after the Taking, or within 30 days after the expiration of the 150-day period given to Landlord to restore the Premises after a partial Taking if this Lease is not terminated and Landlord has failed to complete such restoration within said 150-day period. Any such termination of the Lease by Landlord or Tenant is effective no earlier than 30 days after the giving of notice. Unless terminated pursuant to the foregoing provisions, this Lease remains in full force and effect, subject, however to other provisions of this § 7.2. (c) If Landlord does not terminate this LeaseLease after a Taking, or if the Taking effects less than all or a substantial part of the Premises or the Building, Landlord must proceed with diligence to establish and collect all valid claims that arise against the Taking authority or others and, subject to the then-applicable building codes, zoning ordinances, and other legal requirements, Landlord must proceed with diligence to restore the Premises and the Building, or their remains, as nearly as practicable to their condition before such Taking, at Landlord’s sole expense, subject, however, to the extent of the proceeds from the Taking. (d) If any Taking of the Premises or the Building or if Landlord’s restoration of either or both (i) reduces the Usable Area of the Premises, (ii) renders any part of the Premises unfit for Tenant’s use and occupancy, or otherwise materially interferes with Tenant’s use and occupancy of the Premises, or (iii) causes a material cessation or reduction in Landlord’s Services under this Lease (even if Tenant continues to use and occupy the Premises), Rent or a just portion of Rent must be abated until the Premises or their remains, such services, or all of them are restored, as this Lease requires. In either eventthe case of a Taking that reduces the Usable Area of the Premises, interferes with Xxxxxx’s use and occupancy of the Premises, or materially diminishes Landlord’s Services on a permanent basis, a just portion of Rent must be abated for the remainder of the Term. (e) Landlord shall receive (and Tenant shall assign reserves all rights to Landlord upon demand any damages or compensation payable by Landlord) reason of any income, Rent, award or any interest therein which may be paid in connection therewithTaking, and Tenant shall have no claim for any part grants to Landlord all of any sum so paidTenant's rights to such damages or compensation, whether and covenants to execute and deliver such further instruments as Landlord requests from time to time in order to obtain such damages or not attributable to the value of the unexpired Lease Term; compensation, provided, however, that nothing herein shall prevent Tenant from pursuing a separate reserves for Tenant any award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, specifically reimbursing Tenant for Tenant’s moving or relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agencyexpenses, and neither party hereto elects any other award, the payment of which does not diminish the amounts otherwise payable to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire PremisesLandlord. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking of the Premises.

Eminent Domain. 21.1 Section 11.1. If the whole of the Real Property, the Building or the Premises shall be acquired or condemned for any public or quasi-public use or purpose, 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. If only a part of the Real Property and not the entire Premises shall be so acquired or condemned then, (1) except as hereinafter provided in this Section 11.1, this Lease and the Term shall continue in force and effect, but, if a part of the Premises is included in the part of the Real Property so acquired or condemned, from and after the date of the vesting of title, the Fixed Rent and the Space Factor shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation and Tenant's Share shall be redetermined based upon the proportion in which the ratio between the rentable area of the Premises remaining after such acquisition or condemnation bears to the rentable area of the Building remaining after such acquisition or condemnation; (2) if at least ten percent (10%) of the Real Property is so acquired or condemned and whether or not the Premises shall be affected thereby, Landlord, at Landlord's option, may give to Tenant, within sixty (60) days next following the date upon which Landlord shall have received notice of vesting of title, a thirty (30) days' notice of termination of this Lease if Landlord shall elect to terminate leases (including this Lease), affecting at least fifty percent (50%) of the rentable area of the Building (excluding any rentable area leased by Landlord or its Affiliates); and (3) if the part of the Real Property so acquired or condemned shall contain more than fifteen percent (15%) of the total area of the Premises immediately prior to such acquisition or condemnation, or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to the Premises, Tenant, at Tenant's option, may give to Landlord, within sixty (60) days next following the date upon which Tenant shall have received notice of vesting of title, a thirty (30) days' notice of termination of this Lease. If any such thirty (30) days' notice of termination is given by Landlord or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice and the Term shall come to an end and expire upon the other party hereto within expiration of said thirty (30) days thereafter. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking same effect as if the date of Tenant’s removable tangible personal property placed in expiration of said thirty (30) days were the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 Expiration Date. If a part of the Premises is shall be so takenacquired or condemned and this Lease and the Term shall not be terminated pursuant to the foregoing provisions of this Section 11.1, appropriated Landlord, at Landlord's expense, shall restore that part of the Premises not so acquired or conveyed by condemned to a governmental agencyself-contained rental unit inclusive of Tenant's Alterations (other than Specialty Alterations), except that if such acquisition or condemnation occurs prior to completion of the Initial Alterations, Landlord shall only be required to restore that part of the Premises not so acquired or condemned to a self-contained rental unit exclusive of Tenant's Alterations. Upon the termination of this Lease and neither party hereto elects the Term pursuant to terminate the provisions of this LeaseSection 11.1, then Base the Fixed Rent and Additional Escalation Rent payable hereunder shall be abated in apportioned as of the proportion that date of vesting of title and any prepaid portion of Fixed Rent and Escalation Rent for any period after such date shall be refunded by Landlord to Tenant. Section 11.2. In the event of any such acquisition or condemnation of all or any part of the Real Property, Landlord shall be entitled to receive the entire award for any such acquisition or condemnation, Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Premises so taken, appropriated or conveyed bears Term and Tenant hereby expressly assigns to the area Landlord all of the entire Premises. 21.3 Notwithstanding anything its right in and to the contrary any such award. Nothing contained in this Article 21Section 11.2 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, if and for any moving expenses. Section 11.3. If the temporary use whole or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken shall be acquired or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof condemned temporarily during the Lease TermTerm for any public or quasi-public use or purpose, this Lease Tenant shall give prompt notice thereof to Landlord and the Term shall not be and remain unaffected by such taking, appropriation reduced or conveyance affected in any way and Tenant shall continue to pay in full all Rent items of Rental payable by Tenant. In the event of any such temporary takingTenant hereunder without reduction or abatement, appropriation or conveyance, and Tenant shall be entitled to receive for itself any award or payments for such use, provided, however, that: (i) if the acquisition or condemnation is for a period not extending beyond the Term and if such award or payment is made less frequently than in monthly installments, the same shall be paid to and held by Landlord as a fund which Landlord shall apply from time to time to the Rental payable by Tenant hereunder, except that, if by reason of such acquisition or condemnation changes or alterations are required to be made to the Premises which would necessitate an expenditure to restore the Premises, then a portion of such award or payment reasonably appropriate to cover the expenses of the restoration shall be retained by Landlord, without application as aforesaid, and applied toward the restoration of the Premises as provided in Section 11.1 hereof; or (ii) if the acquisition or condemnation is for a period extending beyond the Term, such award or payment shall be apportioned between Landlord and Tenant as of the Expiration Date; Tenant's share thereof, if paid less frequently than in monthly installments, shall be paid to Landlord and applied in accordance with the provisions of clause (i) above, provided, however, that portion the amount of any award that represents compensation or payment allowed or retained for loss of this use or occupancy restoration of the Premises during shall remain the Lease Term, and property of Landlord shall be entitled to receive the balance of such award. To 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 if this Lease in shall expire prior to the event of a partial taking restoration of the Premises.

Eminent Domain. 21.1 23.1 If the entire Premises, Building or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is Premises are taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice upon the other party hereto within thirty (30) days thereafter. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power right of eminent domain or conveyed in lieu thereof during the Lease Term(a "Taking"), this Lease shall terminate as of the date of the Taking. 23.2 If any part of the Building or the Common Area becomes subject to a Taking and such Taking will prevent Tenant from conducting its business in the Premises in a manner reasonably comparable to that conducted immediately before such Taking for a period of more than one hundred eighty (180) days, then Tenant may terminate this Lease as of the date of such Taking by giving written notice to Landlord within thirty (30) days after the Taking, and Rent shall be and remain unaffected apportioned as of the date 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 untenantable by such takingthe Taking. 23.3 If any material portion, appropriation but less than all, of the Building becomes subject to a Taking, or conveyance and Tenant shall continue if Landlord is required to pay any of the proceeds arising from a Taking to a Landlord's Mortgagee, then Landlord may terminate this Lease by delivering written notice thereof to Tenant within thirty (30) days after such Taking, and Rent shall be apportioned as of the date of such Taking. If Landlord does not so SUMMIT RIDGE BUSINESS PARK/INOVIO PHARMACEUTICALS, INC. – PAGE 16 terminate this Lease, then this Lease will continue, but if any portion of the Premises has been taken, Rent shall xxxxx as provided in full all Rent payable by Section 22.5. 23.4 If any Taking occurs, then Landlord shall receive the entire award or other compensation for the Land, the Building, and other improvements taken; however, Tenant may separately pursue a claim (to the extent it will not reduce Landlord's award) against the condemnor for the value of Tenant. In 's personal property which Tenant is entitled to remove under this Lease, moving costs, loss of business, and other claims it may have. 23.5 The rights contained in this Article 23 shall be Tenant’s sole and exclusive remedy in the event of any such temporary taking, appropriation a taking or conveyance, condemnation. Landlord and Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To the extent that it is inconsistent with the above, each party hereto hereby waives the provisions of Section 1265.130 and 1265.150 of the California Code of Civil Procedure allowing either party to petition a court to terminate this Lease in and the event provisions of a partial taking any successor or other law of the Premiseslike import.

Eminent Domain. 21.1 Landlord shall not exercise any right of eminent domain with respect to any portion of the Premises during the initial Lease term. If any portion of the entire PremisesPremises is taken by condemnation, this Lease shall remain in effect, except that Tenant can elect to terminate this Lease if ten percent (10%) or enough thereof so as to render more of the balance thereof not reasonably usable for total number of square feet in the conduct Building or other improvements that are a part of Tenant’s business, the Premises is taken or appropriated by if the remaining portion of the Building or other improvements that are a governmental agency under part of the power Premises is rendered unsuitable for Tenant's continued use of eminent domain or conveyed in lieu thereof, either party hereto may the Premises. If Tenant elects to terminate this Lease Lease, Tenant must exercise its right to terminate by serving giving written notice upon the other party hereto to Landlord within thirty (30) days thereafterafter the nature and the extent of the taking have been finally determined. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this LeaseLease as provided in this paragraph, then Base Rent and Additional Rent payable hereunder Xxxxxx also shall notify Landlord of the date of termination, which date shall not be abated in earlier than thirty (30) days nor later than ninety (90) days after Xxxxxx has notified Landlord of its election to terminate; except that this Lease shall terminate on the proportion that date of taking if the portion date of taking falls on a date before the date of termination as designated by Tenant. If Tenant does not terminate this Lease within the thirty (30) day‌ period, Tenant shall perform all work necessary to restore the remainder of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, and this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all force and effect, except that the Monthly Base Rent payable by Tenantthereafter to be paid shall be reduced on a pro-rata square footage basis. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of an award for any award that represents compensation for loss of this use fixtures, equipment or occupancy tenant improvements, the value of the Premises during the Lease Termlease, its business goodwill, and Landlord shall be entitled relocation costs to receive the balance of such award. To 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 taking of the Premisesany such costs are applicable.

Eminent Domain. 21.1 (i) If the entire Premises, whole of the Premises shall be acquired or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated condemned by a governmental agency under the power of eminent domain for any public or conveyed in lieu thereofquasi-public use or purpose, either party hereto may then the Lease Term shall cease and terminate this Lease by serving written notice upon the other party hereto within thirty (30) days thereafter. If any substantial part as of the Project excluding the Premises is taken or appropriated by a governmental agency under the power date of eminent domain or conveyed title vesting in lieu thereof, Landlord may so terminate this Lease. In either event, Landlord such proceeding and all Base Rent and additional rent 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, up to and including that date. Tenant shall have no claim against Landlord for any part of any sum so paid, whether or not attributable to the value of the any unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking term of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwillthis Lease. 21.2 (ii) If a any part of the Premises is so taken, appropriated and /or the Building shall be acquired or conveyed by a governmental agencycondemned as aforesaid, and neither party hereto elects to terminate this Leasein the event that such partial taking or condemnation shall render the Premises unsuitable for the business of Tenant, then the Lease Term shall cease and terminate as of the date of title vesting in such proceeding, and in the event of such termination, Base Rent and Additional Rent payable hereunder additional rent shall be abated adjusted up to and including the date of such termination. Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. In the event of a partial taking or condemnation which is not extensive enough to render the Premises unsuitable for the business of Tenant, then Landlord shall promptly restore the Premises (including Landlord’s Work, but not Tenant’s improvements) ,to a condition comparable to its condition at the time of such condemnation less the portion lost in the proportion that taking, and this Lease shall continue in full force and effect, but there shall be an equitable adjustment in Base Rent and Tenant’s Tax Share and Tenant’s Operating Cost Share, to reflect the portion of the Premises so taken, appropriated if any. (iii) If: (i) ten per cent (10 %) or conveyed bears to the area more of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part Common Areas of the Premises Building; or (for a period not to exceed 60 daysii) is taken or appropriated by a governmental agency under ten per cent (10%) of more of the power of eminent domain or conveyed in lieu thereof during the Lease TermBuilding, this Lease shall be and remain unaffected by such takingacquired or condemned as aforesaid, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In then, at Landlord’s option, the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss term of this use or occupancy lease shall cease and terminate as of the Premises during the Lease Termdate of title vesting in such proceeding, and Landlord shall be entitled to receive the balance of such award. To 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 such termination, rent and additional rent shall be adjusted up to and including the date of such termination. In event of termination of this Lease as aforesaid, Tenant shall have no claim against Landlord, nor the condemning authority, for the value of any unexpired term of this Lease. (iv) Landlord shall have and hereby reserves and excepts, and Tenant hereby grants and assigns to Landlord, all rights to any award or compensation accruing on account of any damage, destruction or other “adverse effect” (which latter term shall include both the termination and the appropriation of intangible rights, such as easements, as well as other forms of limitation adversely affecting the interests of any party) suffered by the leasehold hereby created, the Premises, the Building, or any improvement or appurtenance in, on or to any of these, as a partial result of any condemnation or taking by eminent domain or as the result of any act of or pursuant to public authority. Tenant shall execute and deliver to Landlord such confirmatory instruments of this assignment as Landlord may from time to time request. The foregoing reservation and assignment does not include any award separately claimed and payable to Tenant for physical damage to or appropriation of Tenant’s tangible personal property or for moving expenses, on condition, however, that such award shall be payable to Tenant by the taking authority and not by Landlord, and on the further condition that no award to Tenant shall result in any reduction in the amount recoverable from the taking authority by Landlord, by any overlessor, by the holder of any mortgage of the PremisesBuilding, or by any other person having an interest in the Building other than persons, such as occupants of other premises in the Building, whose claims for damages rest on the same basis and have the same precedence as Tenant’s claim.

Eminent Domain. 21.1 If the entire Premises, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice upon the other party hereto within thirty (30) days thereafter. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To the extent that it is inconsistent with the aboveprovisions of this Article 21, 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 taking of the Premises.

Eminent Domain. 21.1 If all or any material part of the entire Premises, Premises or enough thereof so as to render balance of the balance thereof not reasonably usable for the conduct of Tenant’s business, Real Property is taken for public or appropriated quasi-public use by a governmental agency authority under the power of eminent domain or is conveyed to a governmental authority in lieu thereofof such taking (a "taking"), either party hereto Landlord may terminate this Lease by serving written notice upon the other party hereto to Tenant within thirty (30) days thereafterafter the taking. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, Landlord shall receive (and Tenant shall assign to Landlord upon demand by Landlord) any income, Rent, award all or any interest therein which may be paid in connection therewith, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a material part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any taking causes the remaining part of the Premises to be untenantable or inadequate for use by Tenant for the purpose for which they were leased, then Tenant, at its option and by giving notice within fifteen (for a period not 15) days after the taking, may terminate this Lease as of the date Tenant is required to exceed 60 days) surrender possession of the Premises. If part of the Premises is taken or appropriated by a governmental agency under but the power of eminent domain or conveyed in lieu thereof during the Lease Termremaining 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 repairs, alterations and remain unaffected by such takingimprovements as may be necessary to render the part not taken tenantable, appropriation or conveyance and Tenant shall continue to pay in full all the Base Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled reduced in proportion to receive that portion of any award that represents compensation for loss of this use or occupancy the part of the Premises during taken. All compensation awarded for the Lease Termtaking shall be the property of Landlord without any deduction therefrom for any estate of Tenant, and Tenant hereby assigns to Landlord shall be entitled all its right, title and interest in and to receive the balance of such award. To Tenant shall have the extent that it is inconsistent with right, however, to recover from the abovegovernmental authority, each party hereto hereby waives the provisions of Section 1265.130 but not from Landlord, such compensation as may be awarded to Tenant on account of the California Code interruption of Civil Procedure allowing either party Tenant's business, moving and relocation expenses, the unamortized cost of Tenant's Alterations (which shall in no event be deemed to petition include the Tenant Improvements) (such amortization to be on a court straight line basis, without interest, from the date such Alterations are installed through the Expiration Date), and removal of Tenant's Personal Property, provided that any such award to terminate this Lease in Tenant wxxx xxt reduce the event of a partial taking of the Premisesaward which would otherwise be made to Landlord.

Eminent Domain. 21.1 17.1 If thirty-three percent (33%) or less of the entire Premises, or enough thereof so as to render usable area of the balance thereof not reasonably usable for the conduct of Tenant’s business, Premises is taken or appropriated by a governmental agency under exercise of the power of eminent domain before the Commencement Date or conveyed in lieu thereofduring the term of this Lease, either party hereto may terminate this Lease shall terminate as to the portion of the Premises so taken as of the date of such taking and shall remain in full force and effect as to the portion of the Premises not so taken, and the Base Rent shall be reduced as of the date of such taking in the proportion that the usable area of the Premises so taken bears to the total usable area of the Premises. If more than thirty-three percent (33%), but less than all, of the usable area of the Premises is taken by serving exercise of the power of eminent domain before the Commencement Date or during the term of this Lease, Landlord and Tenant each shall have the right, by giving written notice upon to the other party hereto within thirty (30) days thereafter. If any substantial part after the date of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereofsuch taking, Landlord may so to terminate this Lease. In If either event, Landlord shall receive (and or 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects exercises such right to terminate this LeaseLease in accordance with this Section 17.1, then Base Rent and Additional Rent payable hereunder this Lease shall be abated terminate as of the date of such taking. If neither Landlord or Tenant exercises such right to terminate this Lease in the proportion that accordance with this Section 17.1, this Lease shall terminate as to the portion of the Premises so taken as of the date of such taking and shall remain in full force and effect as to the portion of the Premises not so taken, appropriated or conveyed and the Base Rent shall be reduced as of the date of such taking in the proportion that the usable area of the Premises so taken bears to the total usable area of the entire Premises. If all of the Premises is taken by exercise of the power of eminent domain before the Commencement Date or during the term of this Lease, this Lease shall terminate as of the date of such taking. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use 17.2 If all or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken by exercise of the power of eminent domain, all awards, compensation, damages, income, rent, and interest payable in connection with such taking shall, except as expressly set forth in this Section 17.2, be paid to and become the property of Landlord, and Tenant hereby assigns to Landlord all of the foregoing. Without limiting the generality of the foregoing, Tenant shall have no claim against Landlord or appropriated by a governmental agency under the entity exercising the power of eminent domain or conveyed in lieu thereof during for the Lease Term, value of the leasehold estate created by this Lease shall be and remain unaffected by such taking, appropriation or conveyance and any unexpired term of this Lease. Tenant shall continue have the right to pay in full all Rent payable by Tenant. In claim and receive directly from the event entity exercising the power of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion eminent domain only the share of any award that represents compensation determined to be owing to Tenant for the taking of improvements installed in the portion of the Premises so taken by Tenant at Tenant's sole cost and expense based on the unamortized cost actually paid by Tenant for such improvements, for the taking of Tenant's movable furniture, equipment, trade fixtures, and personal property, for loss of goodwill, for interference with or interruption of Tenant's business, or for removal and relocation expenses. 17.3 As used in this use Article 17, a "taking" means the acquisition of all or occupancy part of the Premises during for a public use by exercise of the Lease Term, power of eminent domain and Landlord the taking shall be entitled considered to receive the balance of such award. To the extent that it is inconsistent with the above, each party hereto hereby waives the provisions of Section 1265.130 occur as of the California Code earlier of Civil Procedure allowing either party the date on which possession of the Premises (or part so taken) by the entity exercising the power of eminent domain is authorized as stated in an order for possession or the date on which title to petition a court to terminate this Lease the Premises (or part so taken) vests in the event entity exercising the power of a partial taking of the Premiseseminent domain.

Eminent Domain. 21.1 If the entire Premises, Premises or enough thereof so as to render the balance thereof not reasonably usable for the conduct any portion of Tenant’s business, it is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereofsold under threat of exercise of eminent domain (collectively, “Condemnation”) this Lease will terminate as to the part taken as of the date the condemning authority takes title or possession, whichever occurs first. Each Party will promptly notify the other of any pending or threatened Condemnation. If more than ten percent (10%) of the Premises or convenient access to the Premises is taken by Condemnation, then either party hereto Party may, at its option, terminate this Lease by giving written notice to the other Party within ten (10) days after receiving any resolution of necessity (or notice of any similar action by the condemning authority) (“Condemnation Notice”) regarding a pending or threatened Condemnation. If all or any portion of the Building is taken by Condemnation, then, at its option, City may terminate this Lease by serving giving written notice upon the other party hereto to Tenant within thirty (30) days thereafterafter receiving Condemnation Notice. Any termination will be effective the earlier of thirty (30) days after the termination notice and the date the condemning authority takes title or possession, whichever occurs first. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate Party terminates this Lease, then Base Rent this Lease will remain in full force and Additional Rent payable hereunder shall be abated in the proportion that effect as to the portion of the Premises so remaining, and City will proportionally reduce Base Rent. Condemnation awards will be City’s property, whether the award is made as compensation for the reduction in value of the leasehold, the value of the part taken, appropriated or conveyed bears for severance damages, but Tenant may petition for a separate award for Tenant’s relocation expenses or Tenant’s Personal Property. All Alterations or improvements made to the area Premises will be considered City’s property for the purposes of the entire Premises. 21.3 Notwithstanding anything any Condemnation and City will be entitled to the contrary contained in Condemnation award. If this Article 21Lease is not terminated under this paragraph, if the temporary use or occupancy of then City will repair any part of damage to the Premises (for a period not to exceed 60 days) is taken or appropriated caused by a governmental agency under the power Condemnation. City and Xxxxxx intend that the provisions of eminent domain or conveyed this Section 15 govern fully in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of a Condemnation and accordingly, the Parties each waive any such temporary takingright to terminate this Lease in whole or in part under Sections 1265.110, appropriation or conveyance1265.120, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, 1265.130 and Landlord shall be entitled to receive the balance of such award. To the extent that it is inconsistent with the above, each party hereto hereby waives the provisions of Section 1265.130 1265.140 of the California Code of Civil Procedure allowing either party to petition a court to terminate this Lease in the event of a partial taking of the Premisesor under any similar Legal Requirements.

Eminent Domain. 21.1 If more than twenty-five percent (25%) of the entire Premises, or enough thereof so as to render area of the balance thereof not reasonably usable for the conduct of Tenant’s business, Premises is taken or appropriated by a governmental agency for any public or quasi-public use under the power of eminent domain domain, or conveyed in lieu thereof, either party hereto may shall have the right, at its option, to terminate this Lease by serving written notice upon to the other party hereto given within thirty ten (3010) days thereafter. If any substantial part of the Project excluding the Premises is taken date of such taking, appropriation or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereofconveyance, Landlord may so terminate this Lease. In either event, Landlord and Lessor shall receive (be entitled to any and Tenant shall assign to Landlord upon demand by Landlord) any all income, Rentrent, award award, or any interest therein whatsoever which may be paid or made (the “Award”) in connection therewithwith such public or quasi-public use or purpose, and Tenant Lessee shall have no claim against Lessor for (and hereby assigns to Lessor any claim which Lessee may have for) the value of any unexpired Term of this Lease. If any part of the Building or the Project other than the Premises may be so taken, appropriated or conveyed, Lessor shall have the right at its option to terminate this Lease, and in any sum so paid, such event Lessor shall be entitled to the entire Award whether or not attributable this Lease is terminated. If this Lease is terminated as provided above: (i) the termination shall be effective as of the date upon which title la the Premises, the Building, the Project, or a portion thereof, passes to and vests in the condemnor or the effective date of any order for possession if issued prior to the value date title vests in the condemnor; (ii) Lessor shall refund to Lessee any prepaid but unearned Rentals and the unused balance of the unexpired Lease TermSecurity Deposit; providedand (iii) Lessee shall pay to Lessor any Rentals or other charges due Lessor under the Lease, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with prorated as of the taking date of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 taking. If a part less than twenty-five percent (25%) of the Premises is so taken, appropriated or conveyed, or more than twenty-five percent (25%) thereof is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Leaseas herein provided, then Base Rent and Additional Rent payable hereunder (i) Lessor shall be abated entitled to the entirety of the Award, and Lessee shall be entitled to make a claim for any separate award attributable to any taking of Lessee’s trade fixtures so long as any such award to Lessee does not reduce the amount of the Award available to Lessor; and (ii) the Rental thereafter to be paid hereunder for the Premises shall be reduced in the proportion some ratio that the portion percentage of the area of the Premises so taken, appropriated or conveyed bears to the total area of the entire Premises. 21.3 Notwithstanding anything Premises immediately prior to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance. In addition, Tenant if any Rentable Area in the Building containing the Premises is so taken, appropriated or conveyed and this Lease is not terminated by Lessor, Lessee’s Percentage Share of Building Expenses shall be adjusted pursuant to Article 7. Notwithstanding this Article 24 above, upon a temporary taking of all or any portion of the Premises, the Lease shall remain in effect and Lessee shall continue to pay and be liable for all Rentals under this Lease. Upon such temporary taking, Lessee shall be entitled to receive that any Award for the temporary use of the portion of any award that represents compensation for loss of this use or occupancy of the Premises during taken which is attributable to the period prior to the date of Lease TermTermination, and Landlord Lessor shall be entitled to receive the balance of such award. To the extent that it is inconsistent with the above, each party hereto hereby waives the provisions of Section 1265.130 any pardon of the California Code Award for such use attributable to the period after Lease Termination. As used in this paragraph, a temporary taking shall mean a salting for a period of Civil Procedure allowing either party one year or less and does not include a taking which is to petition a court to last for an indefinite period and/or which will terminate this Lease in only upon the event happening of a partial taking specified event unless it can be determined at the time of the Premisestaking when such event will occur.

Eminent Domain. 21.1 20.01. If the whole of the Building or the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose, this lease and the term and estate hereby granted shall terminate as of the date of vesting of title on such taking (herein called “Date of the Taking”), and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such date. 20.02. If any part of the Building or the Land shall be so taken, this lease shall be unaffected by such taking, except that (a) Landlord may, at its option, terminate this lease by giving Tenant notice to that effect within ninety (90) days after the Date of the Taking, and (b) if ten (10%) percent or more of the rentable area of the Premises shall be so taken and, if as a result of any such partial taking, the entire Premises become untenantable, or there shall be no access to the Premises, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto Tenant may terminate this Lease lease by serving written giving Landlord notice upon to that effect within 90 days after the Date of the Taking. This lease shall terminate on the date that such notice from Landlord or Tenant to the other party hereto within thirty (30) days thereaftershall be given, and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such termination date. If Upon such partial taking and this lease continuing in force as to any substantial part of the Project excluding Premises, the Fixed Rent and Tenant’s Share shall be reduced and the Base Tax Amount and Base Operating Amount shall be adjusted in the proportion that the area of the Premises is taken or appropriated by a governmental agency under bears to the power total area of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Leasethe Premises. 20.03. In either event, Landlord shall be entitled to receive (the entire award or payment in connection with any taking without reduction therefrom for any estate vested in Tenant by this lease or any value attributable to the unexpired portion of the term of this lease and Tenant shall assign receive no part of such award except as hereinafter expressly provided in this article. Tenant hereby expressly assigns to Landlord upon demand by Landlord) any incomeall of its right, Rent, title and interest in and to every such award or payment and waives any interest therein which may be paid in connection therewith, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable right to the value of the unexpired Lease Term; provided, however, that nothing herein portion of the term of this lease. Nothing contained in this Section 20.03 shall be deemed to prevent Tenant from pursuing making a separate award claim in connection with any condemnation proceedings for the taking then value of any Tenant’s removable tangible personal property placed Property included in such taking, and the Premises solely then unamortized value, as of the date of taking, calculated on a straight line basis over the term of this lease, of any amount paid by Tenant on account of any leasehold improvements installed by Tenant or at Tenant’s expense, for Tenant’s relocation costs expense and for loss of goodwillany moving expenses, but only if such claim shall be awarded by the condemnation court in addition to, and shall not result in the reduction of, the award made by it for the Building or the Land so taken. 21.2 20.04. If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of all or any part of the Premises (shall be taken by condemnation or in any other manner for a period not to exceed 60 days) is taken any public or appropriated by a governmental agency under the power of eminent domain quasi-public use or conveyed in lieu thereof purpose during the Lease Termterm of this lease, this Lease Tenant shall be entitled, except as hereinafter set forth, to receive that portion of the award or payment for such taking which represents compensation for the use and occupancy of the Premises, for the taking of Tenant’s Property and for moving expenses, and Landlord shall be entitled to receive that portion which represents reimbursement for the cost of restoration of the Premises. This lease shall be and remain unaffected by such taking. If the period of temporary use or occupancy shall extend beyond the Expiration Date of this lease, appropriation that part of the award which represents compensation for the use and occupancy of the Premises (or conveyance a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period up to and including such Expiration Date and Landlord shall receive so much thereof as represents the period after such Expiration Date. All monies paid as, or as part of, an award for temporary use and occupancy for a period beyond the date to which the Fixed Rent and Additional Charges have been paid shall be received, held and applied by Landlord as a trust fund for payment of the Fixed Rent and Additional Charges becoming due hereunder and Tenant shall continue have no obligation to pay in full all Rent payable any excess monies to Landlord or to otherwise comply with the provisions of this lease during such period that Tenant shall not have the right to occupy the Premises by Tenantreason of such temporary taking. 20.05. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion a taking of any award that represents compensation for loss less than the whole of the Building and/or the Land which does not result in termination of this use lease, or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking for a temporary use or occupancy of all or any part of the Premises.Premises which does not result in a termination of this lease, (a) Landlord, at its expense, and whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Building and the Premises (other than any leasehold improvements) to substantially their former condition to the extent that the same may be feasible (subject to reasonable changes which Landlord shall deem desirable) and so as to constitute a complete and rentable Building and Premises and

Eminent Domain. 21.1 (A) If during the entire PremisesTerm all of the Premises shall be taken (or temporarily taken for a period of one (1) year or more) by a public authority under any statute or by right of eminent domain, or enough thereof purchased under threat of such taking, this Lease shall automatically terminate on the date on which the condemning authority takes possession of the Premises ("Date of Such Taking"). (B) If, during the Term, part of the Premises is so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by purchased, and if, in the reasonable opinion of Landlord, substantial alteration or reconstruction of the Premises is necessary or desirable as a governmental agency under the power of eminent domain or conveyed in lieu result thereof, either party hereto whether or not the Premises are or may be affected, Landlord shall have the right to terminate this Lease by serving written notice upon the other party hereto within giving Tenant at least thirty (30) days thereafterdays' written notice of such termination, and thereupon this Lease shall terminate on the date set forth in such notice. (C) Tenant shall immediately surrender to Landlord the Premises and all interests therein under this Lease on any such date of termination under this Section 6.01. If any substantial part Landlord may re-enter and take possession of the Project excluding Premises and remove Tenant there from if necessary, and, in the Premises is taken event of a termination under this Section 6.01, the Base Rent and Additional Rent shall xxxxx on the later of the date of termination or appropriated by a governmental agency under the power Date of eminent domain or conveyed in lieu thereofSuch Taking. After such termination, and on notice from Landlord may so terminate this Lease. In either eventstating the Base Rent and Additional Rent then owing, Landlord shall receive (and Tenant shall assign to forthwith pay 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwillsuch amounts. 21.2 (D) If a part portion of the Premises is so taken, appropriated or conveyed by a governmental agencyand no rights of termination herein conferred are timely exercised, and neither party hereto elects the Term of this Lease shall expire with respect to terminate this Leasethe portion so taken on the Date of Such Taking. In such event, then the Base Rent and Additional Rent with respect to such portion so taken shall xxxxx on such date or on such later date as Tenant shall deliver possession thereof, and the Base Rent and Additional Rent thereafter payable hereunder with respect to the remainder of the Premises shall be abated adjusted pro rate by Landlord in order to account for the reduction in the proportion number of rentable square feet in the Premises. Landlord shall restore and redemise the Premises to the extent required to exclude from the Premises that portion so taken; provided, that Landlord's obligation to restore and redemise the remainder of the Premises shall be limited to the funds available to Landlord from the condemnation award or other consideration paid for the affected portion of the Premises. Landlord shall not be obligated to replace, repair or restore any improvements or alterations to the Premises made by or on behalf of Tenant, nor shall Landlord be obligated to replace, repair or restore Tenant's leasehold improvements, personal property, furniture, fixtures, equipment or the like. (E) Upon any such taking or purchase. Landlord shall be entitled to receive and retain the entire award or consideration for the affected portion of the Premises, and Tenant shall not have or advance any claim against Landlord for the value of its property or its leasehold estate or the unexpired Term of the Lease, or for costs of removal or relocation, or business interruption expense or any other damages arising out of such taking or purchase. Nothing herein shall give Landlord any interest in or preclude Tenant from seeking and recovering for its own account from the condemning authority any award or compensation attributable to the taking or purchase of Tenants improvements, channels or trade fixtures, or the removal or relocation of its business and effects, or the interruption of its business; provided that any such award or compensation shall nor reduce the award otherwise payable to Landlord. If any such award made or compensation paid to either party specifically includes an award or amount for the other, the party first receiving the same shall promptly account therefor to the other. (F) If all or any portion of the Premises so taken, appropriated shall be condemned or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or taken for governmental occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Termless than one year, this Lease shall be continue in full force and remain unaffected by such taking, appropriation or conveyance effect and Tenant shall continue to pay in full all Base Rent payable by Tenant. In the event of any such temporary takingand Additional Rent and other charges herein reserved, appropriation without reduction or conveyanceabatement, and Tenant shall be entitled to receive that portion receive, for itself, so much of any award or payment made for such use as is equal to the payments that represents compensation for loss of this use or occupancy of the Premises are actually made by Tenant to Landlord during the Lease Termsuch temporary taking, and Landlord shall be entitled to receive the balance of such award. To 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 taking of the Premisesthereof.

Eminent Domain. 21.1 If 25.1 In the entire Premisesevent that all of the Land, the Building or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken Premises shall be acquired or appropriated condemned by a governmental agency under the power of eminent domain or conveyed access to the Building or the Premises shall be permanently and materially restricted or reduced, this Lease shall terminate as of the date of the vesting of title in lieu thereofthe condemning authority as if said date were the Expiration Date. If only a part of the Premises shall be so acquired or condemned then, either party hereto except as otherwise provided in this Article, this Lease shall continue in full force and effect, but from and after the date of the vesting of title, the Base Rent shall be reduced by an amount equal to the product obtained by multiplying (i) the Base Rent in effect immediately prior to such condemnation by (ii) a fraction, the numerator of which is the number of rentable square feet of the Premises taken and the denominator of which is the number of rentable square feet of the Premises immediately prior to the condemnation. Tenant's Proportionate Share shall also be reduced to equal a fraction, the numerator of which is the number of rentable square feet of the Premises after the taking and the denominator of which is the number of rentable square feet of the Building after the taking. The Floor Common Area Proportionate Share for the Premises on any floor of the Building shall also be reduced to equal a fraction, the numerator of which is the number of rentable square feet of the Premises on such floor of the Building after the taking and the denominator of which is the number of rentable square feet of such floor of the Building after the taking. The aforesaid calculations shall be reasonably determined by Landlord, whose calculations shall be conclusive absent manifest error. 25.2 If such a part of the Land or the Building shall be so acquired or condemned so that continued operation of the remaining portion of the Building shall be impracticable or uneconomical as reasonably determined by Landlord, then (i) whether or not the Premises shall be affected, Landlord may, within ninety (90) days following the date of vesting of title, give Tenant thirty (30) days' Notice of termination of this Lease or (ii) if more than fifteen percent (15%) of the total area of the then Premises is acquired or condemned, and the taking of such portion of the Premises renders the balance of the Premises unusable by Tenant for the Permitted Use, Tenant may, within ninety (90) days following the date upon which Tenant shall have received Notice of vesting of title, give to Landlord thirty (30) days' Notice of termination of this Lease. In the event any such thirty (30) day Notice of termination is given by Landlord or Tenant, this Lease shall terminate upon the expiration of said thirty (30) days with the same effect as if that date were the Expiration Date, without prejudice to Landlord's or Tenant's rights under this Lease in effect prior to such termination, and Rent shall be apportioned as of such date or sooner termination. 25.3 In the event of any such acquisition or condemnation of all or any part of the Land or the Building, Landlord shall receive the entire award for any such acquisition or condemnation. Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term and agrees not to join in any claim made by Landlord and to execute all further documents that may be required in order to facilitate the collection of the award by Landlord. If the condemnation affects the Premises, Tenant shall, however, retain the right to make a separate claim for (i) the value of any personal property taken, (ii) its moving expenses, and (iii) its loss of business; provided same does not diminish or delay the award otherwise obtainable by Landlord. 25.4 Upon Landlord's receipt of the condemnation award referred to in Section 25.3, and provided that this Lease has not been terminated pursuant to the provisions of Section 25.1 or Section 25.2, Landlord shall promptly perform Landlord's Restoration Work to the extent such condemnation award is sufficient for such purpose, the Superior Mortgagee has agreed in writing to advance the condemnation award to Landlord for the performance of Landlord's Restoration Work and provided Landlord receives all permits and approvals necessary to perform Landlord's Restoration Work and all such permits and approvals are final and nonappealable (or the time for appeal has expired). Tenant shall perform Tenant's Restoration Work (to the extent that the same would not be performed by Landlord's restoration of the Building to the level of a Building standard "white box") whether or not Tenant's award is sufficient for such purpose. Notwithstanding the provisions of Section 24.4 and 25.4 hereof, if Landlord shall advise Tenant that the period necessary to Substantially Complete Landlord's Restoration Work exceeds two hundred and seventy (270) days, Tenant shall have the right to terminate this Lease, subject to the terms of this Section 25.4, by giving Notice to Landlord as promptly as possible, but in no event more than thirty (30) days from receipt of Landlord's Notice from Landlord. If the period necessary to Substantially Complete Landlord's Restoration Work is less than two hundred and seventy (270) days, Landlord shall proceed to Substantially Complete Landlord's Restoration Work and Tenant shall have no right to terminate this Lease. In the event Landlord does not Substantially Complete Landlord's Restoration Work within two hundred and forty (240) days from the date Landlord receives the condemnation award, as such date may be extended by up to thirty (30) days on account of (i) Tenant Delay or (ii) delays in Tenant's performance of Tenant's Restoration Work which result in delays in the performance of Landlord's Restoration Work or (iii) Force Majeure, or if Landlord gives Tenant Notice that the time necessary to Substantially Complete Landlord's Restoration Work exceeds two hundred and seventy (270) days, Tenant may serve Notice on Landlord (and sublandlord under the Sublease) that this Lease by serving written notice upon (together with a termination of the other party hereto Sublease) shall automatically terminate on the thirtieth (30th) day following the date of such Notice as if such termination date were the Expiration Date, without prejudice to Landlord's and Tenant's rights under this Lease, unless within thirty (30) days thereafter. If any substantial part after Landlord's receipt of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either eventsuch Notice, Landlord shall receive (and Tenant shall assign to Landlord upon demand by have Substantially Completed Landlord) any income's Restoration Work, Rent, award or any interest therein in which may be paid in connection therewith, and case Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects further right to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in Lease (or the proportion that the portion Sublease) pursuant to this Section 25.4 (or any similar provision of the Premises so taken, appropriated or conveyed bears Sublease). In addition to the area foregoing, Tenant shall also have a right to terminate this Lease with respect to the 25th Floor Premises only if, as a result of an acquisition or taking before the Lease Commencement Date for the 25th Floor Premises, Tenant is permitted to and does in fact terminate the Sublease in accordance and pursuant to the terms and provisions thereof as they currently exist without modification or compensation of any kind being exchanged; and Tenant shall thereafter have a right to terminate this Lease with respect to the 37th Floor Premises on December 31, 2010 or on the first anniversary of the entire date of termination of this Lease with respect to the 25th Floor Premises, whichever is later. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if 25.5 If the temporary use or occupancy of any all or part of the Premises (for a period not to exceed 60 days) is taken shall be condemned or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Termtaken, this Lease shall be and remain unaffected by such taking, appropriation condemnation or conveyance taking and Tenant shall continue to be responsible for all of its obligations hereunder (except to the extent prevented from so doing by reason of such condemnation or taking) and it shall continue to pay in full all the Base Rent payable by Tenantand Additional Rent as provided hereunder. In Tenant shall have the event right to claim, prove and receive so much of any award for such condemnation or taking for temporary takinguse or occupancy as represents compensation for the use and occupancy of the Premises and, appropriation if so awarded, for the loss of value or conveyanceutility of Tenant's personal property, Tenant Tenant's Work and any Alterations and Tenant's moving expenses, up to and including the Expiration Date or the date of termination of the condemnation or taking for temporary use or occupancy, whichever is earlier, and Landlord shall be entitled to claim, prove and receive that portion the balance of any such award. Notwithstanding the foregoing, however, the rights and interests of Landlord and Tenant to any award that represents compensation received or receivable with respect to a condemnation or taking for loss of this temporary use or occupancy shall be in all other respects governed by the applicable provisions of the Superior Lease and/or the Superior Mortgage. 25.6 If the grade of any street upon which the Land is situated or abuts shall be changed, this Lease shall nevertheless continue in full force and effect, and Landlord shall be entitled to collect and keep the entire award that may be made. Tenant hereby assigns to Landlord all of its right in and to every such award or any part thereof. 25.7 If (x) all or any part of the Parking Garage is condemned or taken by any Governmental Authority for any purpose, provided Landlord obtains substitute parking for Tenant as close to the Building as is reasonably possible, or (y) any part of the Land or a portion of the street level of the Building not necessary for convenient access to and from the Premises during is condemned or taken by any Governmental Authority in connection with the construction and operation of a light rail transit system in the area in which the Building is located, then, in either event, this Lease Term, shall continue in full force and effect and Landlord shall be entitled to receive the balance of entire award in the condemnation proceeding(s) in connection therewith, and Tenant hereby assigns to Landlord all its right, if any, in and to any such award. To 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 award(s) or any part thereof and any such condemnation or taking shall in no event give rise to petition any right on Tenant's part to seek a court reduction in Rent payable hereunder or to terminate this Lease Lease. 25.8 The terms "condemnation" and "acquisition" as used herein shall include any agreement in the event lieu of a partial taking or in anticipation of the Premisesexercise of the power of eminent domain between Master Landlord or Landlord and any Governmental Authority authorized to exercise the power of eminent domain.

Eminent Domain. 21.1 (a) If all or substantially all of the entire PremisesBuilding shall be acquired or condemned for any public or quasi-public purpose, other than on a temporary basis, this Lease shall terminate and the Term shall end as of the date of the vesting of title and rent shall be prorated and adjusted as of such date. (b) If only a part of the Building shall be acquired or condemned then, except as hereinafter provided in this Section 19, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the rent shall be equitably reduced to reflect the reduction of the Premises as a result of such acquisition or condemnation. (c) If (i) the part of the Premises so acquired or condemned contains more than thirty-three percent (33%) of the total area of the Building and such condemnation lasts for a period of 120 days, or enough thereof so as (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to render the balance thereof not reasonably usable Premises (including the Building and the parking lot) for the conduct of Tenant’s businessmore than 120 consecutive days, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto then Tenant may terminate this Lease by serving written notice upon the other party hereto to Landlord given within thirty (30) days thereafterfollowing the date upon which Tenant received notice of such acquisition or condemnation. If any substantial part Tenant so notifies Landlord, this Lease shall end and expire upon the thirtieth (30th) day following the giving of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Leasesuch notice. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated so acquired or condemned and this Lease and the Term shall not be terminated in accordance with this Section 19 Landlord, at Landlord’s expense, but without requiring Landlord to spend more than it collects as an award, shall, subject to the proportion provisions of any mortgage, restore that the portion part of the Premises not so takenacquired or condemned to a self-contained rental unit as substantially equivalent as reasonably possible (with respect to character, appropriated quality, appearance and services) to that which existed immediately prior to such acquisition or conveyed bears condemnation, excluding Tenant’s Personal Property and Annual Base Rent shall be equitably reduced for the balance of the Term. (d) Upon any termination of this Lease pursuant to the area provisions of this Section 19, rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. This provision shall survive expiration or earlier termination of the entire PremisesLease. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use (e) If all or occupancy of any part of the Premises (is acquired or condemned for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof less than 120 days during the Lease TermTerm for any public or quasi-public use or purpose, this Lease Tenant shall give prompt notice to Landlord and the Term shall not be and remain unaffected by such taking, appropriation reduced or conveyance affected in any way and Tenant shall continue perform all of its other obligations under this Lease, except to pay in full all Rent payable the extent prevented from doing so by Tenant. In the event condemning authority, provided that rent shall be proportionally abated for the amount of time any such temporary taking, appropriation or conveyance, part of the Premises is unusable by Tenant and Tenant shall be entitled to receive that portion any award or payment from the condemning authority for such use. In case of any award that represents compensation for loss taking or condemnation, whether or not the Term of this use or occupancy Lease shall cease and terminate, the entire award shall be the property of the Premises during the Lease TermLandlord, and Tenant hereby assigns to Landlord all its right, title and interest in and to any such award, except that Tenant shall be entitled to claim, prove and receive in the balance proceedings such awards as may be allowed for moving expenses, loss of such award. To profit and fixtures and other equipment installed by it, any improvements which it may or is required to remove at the extent that it is inconsistent with the above, each party hereto hereby waives the provisions of Section 1265.130 end of the California Code Term of Civil Procedure allowing either party this Lease, and an amount with respect to petition a court to terminate this Lease Tenant’s improvements and alterations (including those described in the event of a partial taking Article 35) in excess of the Premisesthen unamortized amount (amortized over ten (10) years) of the Allowance and the Amortized Allowance, and also for any item which shall not, under the terms of this Lease, be or become the property of Landlord at the termination hereof and any other amount allowed by law.

Eminent Domain. 21.1 Section 12.1. If the entire Premises, or enough thereof so as to render the balance thereof not reasonably usable for the conduct whole of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice upon the other party hereto within thirty (30) days thereafter. If any substantial part of the Project excluding the Premises is taken acquired or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 condemned for any part of any sum so paidpublic or quasi-public use or purpose, whether or not attributable to this Lease and the value Term shall end as of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection date of the vesting of title with the taking of Tenant’s removable tangible personal property placed in same effect as if said date were the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 Fixed Expiration Date. If only a part of the Premises is so takenacquired or condemned then, appropriated except as hereinafter provided in this Section, this Lease and the Term shall continue in effect but, if a part of the Premises is so acquired or conveyed by a governmental agencycondemned, from and neither party hereto elects to terminate this Leaseafter the date of the vesting of title, then Base the Fixed Rent and Additional Rent payable hereunder Rent, if any, shall be abated reduced in the proportion that which the portion area of the part of the Premises so taken, appropriated acquired or conveyed condemned bears to the total area of the entire Premises. 21.3 Notwithstanding anything Premises immediately prior to such acquisition or condemnation. If the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises acquired or condemned contains more than fifty percent (50%) of the rentable square feet of the Premises or if, by reason of such acquisition or condemnation, the Premises shall be rendered wholly or substantially unsuitable for a period not to exceed 60 days) is taken or appropriated the Permitted Use as occupied by a governmental agency under Tenant at the power time of such eminent domain or conveyed condemnation, in lieu thereof during the Lease TermTenant’s reasonable judgment, then Tenant and/or Landlord, at Landlord’s/Tenant’s option, may terminate this Lease and the Term and estate hereby granted, by notifying the other party in writing of such termination within one hundred twenty (120) days after the date upon which Tenant receives Notice of vesting of title. In the event that such Notice of Termination shall be given, then this Lease and remain unaffected the Term and estate hereby granted shall expire as of the date of termination stated in said Notice, with the same effect as if that date were the Fixed Expiration Date. In the event of any termination of this Lease and the Term pursuant to the provisions of this Section, the Fixed Rent or Additional Rent shall be apportioned as of the date of sooner termination and any prepaid portion of the Fixed Rent for any period after such date shall be refunded by such taking, appropriation or conveyance and Tenant shall continue Landlord to pay in full all Rent payable by Tenant. Section 12.2. In the event of any such temporary taking, appropriation acquisition or conveyance, Tenant shall be entitled to receive that portion condemnation of all or any award that represents compensation for loss of this use or occupancy part of the Premises during the Lease TermPremises, and Landlord shall be entitled to receive the balance entire award for any such acquisition or condemnation and agrees to use the net award to pay the cost of restoration of the Premises to the extent of the net condemnation award. Landlord shall be obligated to restore the Premises to a condition most suitable for the Permitted Use to the extent of the net condemnation award. Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term and Tenant hereby expressly assigns to Landlord all of its right in and to any such award. To Nothing contained in this Section shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for the extent that it value of any Tenant’s Property included in such taking, and for any moving expenses, so long as Landlord’s award 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 taking of the Premisesnot reduced thereby.

Eminent Domain. 21.1 21.01 If the entire Premises, whole of the Building or enough thereof so as to render the balance thereof not reasonably usable Premises is lawfully taken by condemnation or under threat or in any other manner for the conduct of Tenant’s business, is taken any public or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate quasi-public purpose this Lease by serving written notice upon shall terminate as of the other party hereto within thirty (30) days thereafterdate of such taking, and Rent shall be prorated to such date. If any substantial part less than the whole of the Project excluding the Premises is taken Building or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated this Lease shall be unaffected by such taking, provided that: a) Tenant shall have the right to terminate this Lease by notice to Landlord given within ninety (90) days after the date of such taking if twenty percent (20%) or conveyed by a governmental agencymore of the Premises is taken and the remaining area of the Premises is not reasonably sufficient for Tenant to continue operation of its business, and neither party hereto b) Landlord shall have the right to terminate this Lease by notice to Tenant given within ninety (90) days after the date of such taking. If either Landlord or Tenant so elects to terminate this Lease, then the Lease shall terminate on the thirtieth (30th) day after either such notice. The Rent shall be prorated to the date of termination, If this Lease continues in force upon such partial taking, the Base Rent and Additional Rent payable hereunder Tenant’s Proportionate Share shall be abated in equitably adjusted according to the proportion that the portion remaining Rentable Area of the Premises so taken, appropriated or conveyed bears to the area of the entire Premisesand Project. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. 21.02 In the event of any such temporary taking, appropriation partial or conveyancewhole, Tenant all of the proceeds of any award, judgment or settlement payable by the condemning authority shall be entitled the exclusive property of Landlord. Tenant, however, shall have the right, to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To the extent that it Landlord’s award is inconsistent with not reduced or prejudiced, to claim from the above, each party hereto hereby waives the provisions of Section 1265.130 of the California Code of Civil Procedure allowing either party condemning authority (but not from Landlord) such compensation as may be recoverable by Tenant in its own right for relocation expenses and damage to petition a court to terminate this Lease in Tenant’s personal property. 21.03 In the event of a partial taking of the Premises, or transfer under threat thereof, which does not result in a termination of this Lease, Landlord shall restore the remaining portion of the Premises as nearly as practicable to its condition prior to the condemnation or taking, but only to the extent of Building Standard Work. Tenant shall be responsible at its sole cost and expense for the repair, restoration and replacement of any other Leasehold Improvements and Tenant’s Property.

Eminent Domain. 21.1 (A) If the whole of the Property or the Premises shall be acquired or condemned for any public or quasi-public use or purpose, this Lease and the Term shall end as of the date of the vesting of title as to any Taking with the same effect as if said date were the Fixed Expiration Date. Any acquisition or condemnation of all or a portion of the Property for any public or quasi-public use or purpose, as described in this Article 11, is called a "Taking" or is deemed "Taken". (B) If only a part of the Property and not the entire Premises shall be Taken then: (1) except as hereinafter provided in this Section 11.1, this Lease and the Term shall continue in force and effect, but, if a part of the Premises is included in the part of the Property so Taken, from and after the date of the vesting of title as to such Taking, the Fixed Rent, Tenant's Tax Share and the Tenant's Operating Share shall be reduced in the proportion which the area of the part of the Premises so Taken bears to the total area of the Premises immediately prior to such Taking; (2) whether or not the Premises shall be affected thereby, if a substantial portion of the Property shall be so Taken, as determined by Landlord in its sole discretion, Landlord, at Landlord's option, may give to Tenant, within sixty (60) days next following the date upon which Landlord shall have received notice of vesting of title as to such Taking, a thirty (30) days' notice of termination of this Lease, and (3) if the part of the Property so Taken shall contain more than thirty-five percent (35%) of the total rentable area of the Premises immediately prior to such Taking, or if, by reason of such Taking, Tenant no longer has reasonable means of access to the Premises, Tenant, at Tenant's option, may give to Landlord, within sixty (60) days next following the date upon which Tenant shall have received notice of vesting of title of such Taking, a thirty (30) days' notice of termination of this Lease. If any such thirty (30) days' notice of termination is given by Landlord or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice and the Term shall come to an end and expire upon the other party hereto within expiration of said thirty (30) days thereafter. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking same effect as if the date of Tenant’s removable tangible personal property placed in expiration of said thirty (30) days were the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwillFixed Expiration Date. 21.2 (C) If a part of the Premises is shall be so takenTaken and this Lease and the Term shall not be terminated pursuant to the foregoing provisions of this Section 11.1, appropriated or conveyed by Landlord, at Landlord's expense, shall restore that part of the Premises not so Taken to a governmental agencyself-contained rental unit exclusive of Tenant's Property and Alterations. (D) Upon the termination of this Lease and the Term pursuant to the provisions of this Section 11.1, and neither party hereto elects to terminate this Lease, then Base the Fixed Rent and Additional Rent payable hereunder Charges shall be abated in apportioned and any prepaid portion of Fixed Rent and Additional Charges for any period after such date shall be refunded by Landlord to Tenant. Section 11.2 In the proportion that event of any Taking of all or any part of the Property, Landlord shall be entitled to receive the entire award for any such Taking, Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Premises so taken, appropriated or conveyed bears Term and Tenant hereby expressly assigns to the area Landlord all of the entire Premises. 21.3 Notwithstanding anything its right in and to the contrary any such award. Nothing contained in this Article 21Section 11.2 shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for the then value of any Tenant's Property or Alterations included in such Taking, if and for any moving expenses, provided same does not reduce or affect Landlord's award in any way. Section 11.3 If the temporary use whole or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof shall be temporarily Taken during the Lease Term, Term for any public or quasi-public use or purpose this Lease shall be and remain unaffected by such taking, appropriation or conveyance temporary Taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such temporary Taking and shall continue to pay in full all the Fixed Rent payable by Tenantand Additional Rent when due. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled entitled, except as hereinafter set forth, to receive that portion of any the award that for such Taking which represents compensation for loss of this the use or and occupancy of the Premises during and, if so awarded, for the Lease TermTaking of Tenant's Property and for moving expenses. If the period of temporary Taking shall extend beyond the Fixed Expiration Date, that part of the award which represents compensation for the use of occupancy of the Premises, or a part thereof, shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period prior to and including the Fixed Expiration Date and Landlord shall receive so much thereof as represents the period subsequent to the Fixed Expiration Date. All monies received by Tenant as, or as part of, an award for a temporary Taking for a period beyond the date to which the Fixed Rent and Additional Rent hereunder have been paid by Tenant shall be entitled to receive the balance of such award. To the extent that it is inconsistent with the abovereceived, each party hereto hereby waives the provisions of Section 1265.130 held and applied by Tenant as a trust fund for payment of the California Code of Civil Procedure allowing either party to petition a court to terminate this Lease in the event of a partial taking of the PremisesFixed Rent and Additional Rent hereunder.

Eminent Domain. 21.1 If more than (a) twenty-five percent (25%) of the entire PremisesPremises or (b) five percent (5%) of the parking spaces within the Project serving the Premises (and Landlord is unable, or enough thereof so as within six (6) months, to render provide reasonably comparable parking spaces such that Tenant shall have the balance thereof not reasonably usable for use of at least ninety-five percent (95%) of the conduct number of Tenant’s business, is parking spaces referenced in Article 1.I. of the Basic Lease Provisions above) shall be taken or appropriated by a governmental agency under the power of eminent domain domain, or are sold, transferred or conveyed in lieu thereofthereof (a “Taking”), either party hereto may Landlord and Tenant shall each have the option to terminate this Lease by serving upon ninety (90) days’ written notice upon to the other party hereto within thirty party, provided such notice is given no later than one hundred eighty (30180) days thereafterafter the date of such Taking. If In the event of any substantial part Taking, whether total or partial, Tenant shall have the right to claim and recover from the condemning authority such compensation as may be separately awarded or recoverable by Tenant in a separate proceeding for loss of its business fixtures, or equipment belonging to Tenant immediately prior to the Taking, so long as the same does not diminish any award to which Landlord is entitled or the “bonus value” of the Project excluding the Premises is taken or appropriated by a governmental agency under the power leasehold estate. The balance of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, Landlord any condemnation award shall receive (and Tenant shall assign belong to Landlord upon demand by Landlord) any income, Rent, award or any interest therein which may be paid in connection therewithexcept as provided below, and Tenant shall have no claim further right to recover from Landlord or the condemning authority for any part claims arising out of any sum so paidsuch Taking, whether or not attributable provided that Tenant shall have the right to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing make a separate claim in the condemnation proceeding, as long as the award in connection with payable to Landlord is not reduced thereby, for the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss unamortized (using the initial Term of goodwill. 21.2 If a part of this Lease as the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy amortization period) value of any part of the Premises (tenant improvements paid for a period by Tenant which are not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable removed by Tenant. In the event Tenant recovers compensation from the condemning authority on account of the “bonus value” of the leasehold estate, Tenant agrees to pay to Landlord, within ten (10) days following Tenant’s receipt of said compensation, an amount equal to fifty percent (50%) of the total sum so recovered by Tenant. Tenant also agrees, upon request from Landlord, to keep Landlord fully and promptly apprised of the status of any such temporary takingefforts by Tenant to recover compensation from the condemning authority on account of the “bonus value” of the leasehold estate. In the event of a partial Taking described in this Article 18 which does not result in a termination of this Lease, appropriation or conveyance, Tenant the rent shall be entitled apportioned according to receive the ratio that portion the rentable square footage of any award that represents compensation for loss of this use or occupancy the part of the Premises during remaining useable by Tenant bears to the Lease Term, and Landlord shall be entitled to receive total rentable square footage of the balance of such awardPremises. To the extent that it is inconsistent with the above, each party hereto Tenant hereby waives the provisions of any and all rights it might otherwise have pursuant to 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 taking of the PremisesProcedure.

Eminent Domain. 21.1 23.1. If the entire Premises, building on the Leased Premises shall be taken by reason of condemnation or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain proceedings, Landlord or conveyed in lieu thereof, either party hereto Tenant may terminate this Lease by serving written notice upon as of the other party hereto within thirty (30) days thereafterdate when possession of the building is taken. If any substantial part a portion of the Project excluding the Premises is building shall be taken or appropriated by a governmental agency under the power of eminent domain or conveyed by reason of condemnation and if in lieu thereofthe opinion of Tenant, Landlord may so terminate reasonably exercised, the remainder of the building is no longer suitable for Tenant's business, this Lease, at Tenant's option, to be exercised by ten (10) days prior written notice to Landlord given within sixty (60) days of such taking, shall terminate. In either such event, any unearned Rent paid or credited in advance shall be refunded to Tenant If this Lease is not so terminated, Landlord shall receive (proceed promptly and with due diligence, to restore the building. Until so restored, Rent shall xxxxx to the extent that Tenant shall assign not be able to Landlord upon demand by Landlord) any income, Rent, award or any interest therein which may be paid conduct business in connection therewitha reasonable manner, and Tenant shall have no claim Rent for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the remaining portion of the Premises so taken, appropriated or conveyed bears to term of this lease shall be proportionately reduced (based on the reduced square foot floor area of the entire Premisesbuilding). 21.3 Notwithstanding anything to 00.0. Xx the contrary contained in this Article 21, if the temporary use or occupancy of event (A) any part of the parking areas of the Leased Premises (for a period not to exceed 60 days) is shall be taken by reason of condemnation or appropriated by a governmental agency under the power of eminent domain proceedings (unless there are at least fifty-five (55) spaces left on the Leased Premises after the condemnation), or conveyed (B) if as a result of any taking of the Leased Premises or other property subject to an easement benefiting the Leased Premises any driveway or curb cut access to the Leased Premises will be closed (other than temporary closings of less than six (6) months due to construction resulting from such taking), and if, under either event described in lieu thereof during Section 23.2(A) or Section 23.2(B) above, in the opinion of Tenant, reasonably exercised, the Leased Premises are no longer suitable for Tenant's business, this Lease, at Tenant's option by ten (10) days prior written notice to Landlord given within sixty (60) days of such taking, shall terminate. If this Lease Termis not so terminated, Landlord, at Landlord's expense, shall proceed promptly and with due diligence to restore the remaining Leased Premises and parking areas to a proper and usable condition. However, Tenant shall not have the right to terminate this Lease if Landlord provides alternate parking areas which are reasonably acceptable to Tenant Until restored, Rent shall xxxxx to the extent that Tenant shall not be able to conduct business at the Leased Premises in a reasonable manner, and Rent for the remaining portion of the term of this Lease shall be and remain unaffected by proportionally reduced (based on the effect such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by taking has on Tenant's business at the Leased Premises). 23.3. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss For purposes of this use Section, the term `condemnation or occupancy under eminent domain proceedings' shall include conveyances and grants made in anticipation of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance or in lieu of such award. To 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 taking of the Premisesproceedings.

Eminent Domain. 21.1 (a) If the entire Premises, all or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice upon the other party hereto within thirty (30) days thereafter. If any substantial part of the Project excluding Premises or the Premises Building is taken for any public or appropriated quasi- public use under governmental law or by a governmental agency under the power right of eminent domain (the Taking), this Lease terminates at Landlord’s election, which Xxxxxxxx has the right to make notwithstanding the divestiture of Landlord’s entire interest in the Building. Tenant has the right to terminate this Lease if the Taking would materially interfere with Xxxxxx’s use and occupancy of the Premises (even if Landlord reconstructs the Premises and Building to the maximum extent practicable in the case of a partial Taking), or, in the case of a partial Taking, if (i) Tenant determines, in Tenant’s reasonable business judgment, that Landlord cannot reasonably be expected to complete, within 150 days from the date of the Taking, any reconstruction of the Premises, of the Building, or conveyed of both that is necessary for Tenant’s use and occupancy of the Premises in lieu thereofaccordance with the provisions of this Lease, or (ii) Landlord, having elected not to terminate the Lease, fails to complete such reconstruction within 150 days after the Taking. (b) The foregoing rights of Landlord and Tenant to terminate this Lease if there is a Taking is subject to the following notice provisions: Within 30 days after a Taking of all or a substantial part of the Premises or the Building, Landlord may so must notify Tenant of Landlord’s election to terminate the Lease in accordance with the preceding paragraph. Tenant must notify Landlord of Tenant’s election to terminate the Lease within 30 days after the Taking, or within 30 days after the expiration of the 150-day period given to Landlord to restore the Premises after a partial Taking if this Lease is not terminated and Landlord has failed to complete such restoration within said 150-day period. Any such termination of the Lease by Landlord or Tenant is effective no earlier than 30 days after the giving of notice. Unless terminated pursuant to the foregoing provisions, this Lease remains in full force and effect, subject, however to other provisions of this § 7.2. (c) If Landlord does not terminate this LeaseLease after a Taking, or if the Taking effects less than all or a substantial part of the Premises or the Building, Landlord must proceed with diligence to establish and collect all valid claims that arise against the Taking authority or others and, subject to the then-applicable building codes, zoning ordinances, and other legal requirements, Landlord must proceed with diligence to restore the Premises and the Building, or their remains, as nearly as practicable to their condition before such Taking, at Landlord’s sole expense, subject, however, to the extent of the proceeds from the Taking. (d) If any Taking of the Premises or the Building or if Landlord’s restoration of either or both (i) reduces the Usable Area of the Premises, (ii) renders any part of the Premises unfit for Tenant’s use and occupancy, or otherwise materially interferes with Tenant’s use and occupancy of the Premises, or (iii) causes a material cessation or reduction in Landlord’s Services under this Lease (even if Tenant continues to use and occupy the Premises), Rent or a just portion of Rent must be abated until the Premises or their remains, such services, or all of them are restored, as this Lease requires. In either eventthe case of a Taking that reduces the Usable Area of the Premises, interferes with Xxxxxx’s use and occupancy of the Premises, or materially diminishes Landlord’s Services on a permanent basis, a just portion of Rent must be abated for the remainder of the Term. (e) Landlord shall receive (and Tenant shall assign reserves all rights to Landlord upon demand any damages or compensation payable by Landlord) reason of any income, Rent, award or any interest therein which may be paid in connection therewithTaking, and Tenant shall have no claim for any part grants to Landlord all of any sum so paidTenant's rights to such damages or compensation, whether and covenants to execute and deliver such further instruments as Landlord requests from time to time in order to obtain such damages or not attributable to the value of the unexpired Lease Term; compensation, provided, however, that nothing herein shall prevent Tenant from pursuing a separate reserves for Tenant any award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, specifically reimbursing Tenant for Tenant’s moving or relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agencyexpenses, and neither party hereto elects any other award, the payment of which does not diminish the amounts otherwise payable to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire PremisesLandlord. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking of the Premises.

Eminent Domain. 21.1 Modifying (to the extent of any inconsistency between such provisions and this Paragraph 15) and supplementing those provisions of Article 25 of the Overlease that have been incorporated into this Sublease, as such xxxxxxxxxs are applicable to the Sublease Premises: A. In the event that all of the Sublease Premises shall be acquired or condemned by eminent domain, this Sublease shall terminate as of the earliest of: (i) the date of the vesting of title in the condemning authority; (ii) the date that Subtenant is dispossessed by the condemning authority; and (iii) the date that the Overlease shall be terminated pursuant to Article 25 thereof, as ix xxxx xxte were the Expiration Date. B. If only a portion of the entire Sublease Premises shall be so acquired or condemned then, unless the Sublease shall be terminated by virtue of the Overlease having been terminated pursuant to the terms of Article 00 xxxxxxf, this Sublease shall continue in full force and effect. In such case, if Sublandlord, as tenant under the Overlease, shall be entitled to a rent abatement with respect to sxxx xxxxx portion of the Sublease Premises pursuant to Article 25 of the Overlease, the Rent under this Sublease shall also abate, it being xxxxxxxxod and agreed that Subtenant shall not be xxxxxled to any abatement under this Sublease if the abatement granted to Sublandlord under the Overlease is on account of any portion of the Premises that is not xxxx xx the Sublease Premises. In the event that the Sublease remains in effect in accordance with the foregoing terms of this Paragraph 15(B) and (i) the Landlord's Restoration Work, if any, is in fact not completed within the 270 day period following the condemnation (subject to Force Majeure but not for a period greater than thirty (30) days) or enough thereof so as to render (ii) the balance thereof portion of the Sublease Premises that is not condemned cannot reasonably usable be used for general office purposes, the conduct of Tenant’s business, is taken or appropriated by a governmental agency under Subtenant shall have the power of eminent domain or conveyed in lieu thereof, either party hereto may right to terminate this Lease Sublease by serving delivering written notice upon thereof to Sublandlord within fifteen (15) days after the other party hereto within expiration of such 270 day period in the case of clause (i) or thirty (30) days thereafter. If any substantial part after the date of such condemnation in the Project excluding the Premises is taken or appropriated by a governmental agency under the power case of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, Landlord shall receive clause (and Tenant shall assign to Landlord upon demand by Landlord) any income, Rent, award or any interest therein which may be paid in connection therewithii), and Tenant such termination shall have no claim for any part be effective ten (10) days after the date of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwillsuch notice. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. C. In the event of any such temporary takingacquisition or condemnation of all or part of the Sublease Premises, appropriation or conveyance, Tenant (i) Subtenant shall be entitled to not receive that any portion of the award for any award that represents compensation such acquisition or condemnation, and (ii) Subtenant shall have no claim against Sublandlord or Overlandlord for loss the value of this use or occupancy any unexpired portion of the Premises during Term and agrees not to join in any claim made by Overlandlord or Sublandlord and to execute all further documents that may be required in order to facilitate the Lease Termcollection of the award by Overlandlord. Notwithstanding the foregoing, provided that, in the exercise of Sublandlord's reasonable business judgment, neither Overlandlord nor Sublandlord will be adversely affected, Subtenant shall have the right to make a separate claim for Subtenant's moving expenses, business dislocation expenses, furnishings, fixtures and other personal property, and Landlord shall be entitled the unamortized cost of Subtenant's Alterations, including Subtenant's Work which were paid for by Subtenant and not attributable to receive the balance of such award. To 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 taking of the PremisesSublandlord's Contribution.

Eminent Domain. 21.1 24.1 In the event that all of the Land, the Building or the Premises shall be acquired or condemned by eminent domain, this Lease shall terminate as of the date of the vesting of title in the condemning authority as if said date were the Expiration Date. If only a part of the entire PremisesPremises shall be so acquired or condemned then, except as otherwise provided in this Article, this Lease shall continue in full force and effect, but from and after the date of the vesting of title, the Base Rent shall be reduced by an amount equal to the product obtained by multiplying (i) the Base Rent in effect immediately prior to such condemnation by (ii) a fraction, the numerator of which is the number of rentable square feet of the Premises taken and the denominator of which is the number of rentable square feet of the Premises immediately prior to the condemnation. Tenant's Proportionate Share shall also be reduced to equal a fraction, the numerator of which is the number of rentable square feet of the Premises after the taking and the denominator of which is the number of rentable square feet of the Building after the taking. The aforesaid calculations shall be reasonably determined by Landlord, whose calculations shall be conclusive absent manifest error. 24.2 If more than twenty-five percent (25%) of the Land or enough thereof the Building shall be so acquired or condemned so that continued operation of the remaining portion of the Building shall be impracticable or uneconomical as to render determined by Landlord, then (i) whether or not the Premises shall be affected, Landlord may, within ninety (90) days following the date of vesting of title, give Tenant thirty (30) days' Notice of termination of this Lease or (ii) if more than twenty-five percent (25%) of the total area of the then Premises is acquired or condemned, and the taking of such portion of the Premises renders the balance thereof not reasonably usable of the Premises impracticable or uneconomical as determined by Tenant for the conduct Permitted Use, Tenant may, within ninety (90) days following the date upon which Tenant shall have received Notice of vesting of title, give to Landlord thirty (30) days' Notice of termination of this Lease. In the event any such thirty (30) day Notice of termination is given by Landlord or Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice shall terminate upon the other party hereto within expiration of said thirty (30) days thereafter. If with the same effect as if that date were the Expiration Date, without prejudice to Landlord's or Tenant's rights under this Lease in effect prior to such termination, and Rent shall be apportioned as of such date or sooner termination. 24.3 In the event of any substantial such acquisition or condemnation of all or any part of the Project excluding Land or the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either eventBuilding, Landlord shall receive (and Tenant shall assign to Landlord upon demand by Landlord) the entire award for any income, Rent, award such acquisition or any interest therein which may be paid in connection therewith, and condemnation. Tenant shall have no claim against Landlord or the condemning authority for any part the value of any sum unexpired portion of the Term and agrees not to join in any claim made by Landlord and to execute all further documents that may be required in order to facilitate the collection of the award by Landlord. Tenant hereby appoints Landlord as attorney-in-fact for Tenant, which appointment, being coupled with an interest, is irrevocable, to sign such further documentation on behalf of Tenant. Tenant shall, however, retain the right to make a separate claim for (i) the value of any personal property taken or Tenant's Work so paidtaken, and (ii) its moving expenses, provided same does not diminish or delay the award otherwise obtainable by Landlord. 24.4 Upon Landlord's receipt of the condemnation award referred to in Section 24.3, and provided that this Lease has not been terminated pursuant to the provisions of Section 24.1 or Section 24.2, Landlord shall promptly perform Landlord's Restoration Work to the extent such condemnation award is sufficient for such purpose, the Superior Mortgagee has agreed in writing to advance the condemnation award to Landlord for the performance of Landlord's Restoration Work and provided Landlord receives all permits and approvals necessary to perform Landlord's Restoration Work and all such permits and approvals are final and nonappealable (or the time for appeal has expired). Tenant shall perform Tenant's Restoration Work whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate Tenant's award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, is sufficient for Tenant’s relocation costs and for loss of goodwillsuch purpose. 21.2 24.5 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any all or part of the Premises (for a period not to exceed 60 days) is taken shall be condemned or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Termtaken, this Lease shall be and remain unaffected by such taking, appropriation condemnation or conveyance taking and Tenant shall continue to be responsible for all of its obligations hereunder (except to the extent prevented from so doing by reason of such condemnation or taking) and it shall continue to pay in full all the Base Rent payable by Tenantand Additional Rent as provided hereunder. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled have the right to claim, prove and receive that portion so much of any award that for such condemnation or taking for temporary use or occupancy as represents compensation for loss of this the use or and occupancy of the Premises during and, if so awarded, for the Lease Termloss of value or utility of Tenant's personal property, Tenant's Work and any Alterations and Tenant's moving expenses, up to and including the Expiration Date or the date of termination of the condemnation or taking for temporary use or occupancy, whichever is earlier, and Landlord shall be entitled to claim, prove and receive the balance of any such award. To Notwithstanding the extent that it is inconsistent foregoing, however, the rights and interests of Landlord and Tenant to any award received or receivable with respect to a condemnation or taking for temporary use or occupancy shall be in all other respects governed by the above, each party hereto hereby waives the applicable provisions of Section 1265.130 the Superior Lease and/or the Superior Mortgage. 24.6 If the grade of any street upon which the Land is situated or abuts shall be changed, this Lease shall nevertheless continue in full force and effect, and Landlord shall be entitled to collect and keep the entire award that may be made. Tenant hereby assigns to Landlord all of its right in and to every such award or any part thereof. 24.7 The terms "condemnation" and "acquisition" as used herein shall include any agreement in lieu of or in anticipation of the California Code of Civil Procedure allowing either party to petition a court to terminate this Lease in the event of a partial taking exercise of the Premisespower of eminent domain between Landlord and any Governmental Authority authorized to exercise the power of eminent domain.

Eminent Domain. 21.1 25.1 In the event that all of the Land, the Building or the Premises shall be acquired or condemned by eminent domain or access to the Building or the Premises shall be permanently and materially restricted or reduced, this Lease shall terminate as of the date of the vesting of title in the condemning authority as if said date were the Expiration Date. If only a part of the Premises shall be so acquired or condemned then, except as otherwise provided in this Article, this Lease shall continue in full force and effect, but from and after the date of the vesting of title, the Base Rent shall be reduced by an amount equal to the product obtained by multiplying (i) the Base Rent in effect immediately prior to such condemnation by (ii) a fraction, the numerator of which is the number of rentable square feet of the Premises taken and the denominator of which is the number of rentable square feet of the Premises immediately prior to the condemnation. Tenant’s Proportionate Share shall also be reduced to equal a fraction, the numerator of which is the number of rentable square feet of the Premises after the taking and the denominator of which is the number of rentable square feet of the Building after the taking. The Floor Common Area Proportionate Share for the Premises on any floor of the Building shall also be reduced to equal a fraction, the numerator of which is the number of rentable square feet of the Premises on such floor of the Building after the taking and the denominator of which is the number of rentable square feet of such floor of the Building after the taking. The aforesaid calculations shall be reasonably determined by Landlord, whose calculations shall be conclusive absent manifest error. 25.2 If such a part of the Land or the Building shall be so acquired or condemned so that continued operation of the remaining portion of the Building shall be impracticable or uneconomical as reasonably determined by Landlord, then (i) whether or not the Premises shall be affected, Landlord may, within ninety (90) days following the date of vesting of title, give Tenant thirty (30) days’ Notice of termination of this Lease or (ii) if more than fifteen percent (15%) of the total area of the then Premises is acquired or condemned, and the taking of such portion of the Premises renders the balance of the Premises unusable by Tenant for the Permitted Use, Tenant may, within ninety (90) days following the date upon which Tenant shall have received Notice of vesting of title, give to Landlord thirty (30) days’ Notice of termination of this Lease. In the event any such thirty (30) day Notice of termination is given by Landlord or Tenant, this Lease shall terminate upon the expiration of said thirty (30) days with the same effect as if that date were the Expiration Date, without prejudice to Landlord’s or Tenant’s rights under this Lease in effect prior to such termination, and Rent shall be apportioned as of such date or sooner termination. 25.3 In the event of any such acquisition or condemnation of all or any part of the Land or the Building, Landlord shall receive the entire award for any such acquisition or condemnation. Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term and agrees not to join in any claim made by Landlord and to execute all further documents that may be required in order to facilitate the collection of the award by Landlord. If the entire condemnation affects the Premises, Tenant shall, however, retain the right to make a separate claim for (i) the value of any personal property taken, (ii) its moving expenses, and (iii) its loss of business; provided same does not diminish or enough thereof so as delay the award otherwise obtainable by Landlord. 25.4 Upon Landlord’s receipt of the condemnation award referred to render in Section 25.3, and provided that this Lease has not been terminated pursuant to the balance thereof not reasonably usable provisions of Section 25.1 or Section 25.2, Landlord shall promptly perform Landlord’s Restoration Work to the extent such condemnation award is sufficient for such purpose, the Superior Mortgagee has agreed in writing to advance the condemnation award to Landlord for the conduct performance of Landlord’s Restoration Work and provided Landlord receives all permits and approvals necessary to perform Landlord’s Restoration Work and all such permits and approvals are final and nonappealable (or the time for appeal has expired). Tenant shall perform Tenant’s Restoration Work (to the extent that the same would not be performed by Landlord’s restoration of the Building to the level of a Building standard “white box”) whether or not Tenant’s award is sufficient for such purpose. Notwithstanding the provisions of Section 24.4 and 25.4 hereof, if Landlord shall advise Tenant that the period necessary to Substantially Complete Landlord’s Restoration Work exceeds two hundred and seventy (270) days, Tenant shall have the right to terminate this Lease, subject to the terms of this Section 25.4, by giving Notice to Landlord as promptly as possible, but in no event more than thirty (30) days from receipt of Landlord’s Notice from Landlord. If the period necessary to Substantially Complete Landlord’s Restoration Work is less than two hundred and seventy (270) days, Landlord shall proceed to Substantially Complete Landlord’s Restoration Work and Tenant shall have no right to terminate this Lease. In the event Landlord does not Substantially Complete Landlord’s Restoration Work within two hundred and forty (240) days from the date Landlord receives the condemnation award, as such date may be extended by up to thirty (30) days on account of (i) Tenant Delay or (ii) delays in Tenant’s performance of Tenant’s businessRestoration Work which result in delays in the performance of Landlord’s Restoration Work or (iii) Force Majeure, is taken or appropriated by a governmental agency if Landlord gives Tenant Notice that the time necessary to Substantially Complete Landlord’s Restoration Work exceeds two hundred and seventy (270) days, Tenant may serve Notice on Landlord (and sublandlord under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate Sublease) that this Lease by serving written notice upon (together with a termination of the other party hereto Sublease) shall automatically terminate on the thirtieth (30th) day following the date of such Notice as if such termination date were the Expiration Date, without prejudice to Landlord’s and Tenant’s rights under this Lease, unless within thirty (30) days thereafter. If any substantial part after Landlord’s receipt of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either eventsuch Notice, Landlord shall receive (and Tenant shall assign to Landlord upon demand by have Substantially Completed Landlord) any income’s Restoration Work, Rent, award or any interest therein in which may be paid in connection therewith, and case Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects further right to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in Lease (or the proportion that the portion Sublease) pursuant to this Section 25.4 (or any similar provision of the Premises so taken, appropriated or conveyed bears Sublease). In addition to the area foregoing, Tenant shall also have a right to terminate this Lease with respect to the 25th Floor Premises only if, as a result of an acquisition or taking before the Lease Commencement Date for the 25th Floor Premises, Tenant is permitted to and does in fact terminate the Sublease in accordance and pursuant to the terms and provisions thereof as they currently exist without modification or compensation of any kind being exchanged; and Tenant shall thereafter have a right to terminate this Lease with respect to the 37th Floor Premises on December 31, 2010 or on the first anniversary of the entire date of termination of this Lease with respect to the 25th Floor Premises, whichever is later. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if 25.5 If the temporary use or occupancy of any all or part of the Premises (for a period not to exceed 60 days) is taken shall be condemned or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Termtaken, this Lease shall be and remain unaffected by such taking, appropriation condemnation or conveyance taking and Tenant shall continue to be responsible for all of its obligations hereunder (except to the extent prevented from so doing by reason of such condemnation or taking) and it shall continue to pay in full all the Base Rent payable by Tenantand Additional Rent as provided hereunder. In Tenant shall have the event right to claim, prove and receive so much of any award for such condemnation or taking for temporary takinguse or occupancy as represents compensation for the use and occupancy of the Premises and, appropriation if so awarded, for the loss of value or conveyanceutility of Tenant’s personal property, Tenant Tenant’s Work and any Alterations and Tenant’s moving expenses, up to and including the Expiration Date or the date of termination of the condemnation or taking for temporary use or occupancy, whichever is earlier, and Landlord shall be entitled to claim, prove and receive that portion the balance of any such award. Notwithstanding the foregoing, however, the rights and interests of Landlord and Tenant to any award that represents compensation received or receivable with respect to a condemnation or taking for loss of this temporary use or occupancy shall be in all other respects governed by the applicable provisions of the Superior Lease and/or the Superior Mortgage. 25.6 If the grade of any street upon which the Land is situated or abuts shall be changed, this Lease shall nevertheless continue in full force and effect, and Landlord shall be entitled to collect and keep the entire award that may be made. Tenant hereby assigns to Landlord all of its right in and to every such award or any part thereof. 25.7 If (x) all or any part of the Parking Garage is condemned or taken by any Governmental Authority for any purpose, provided Landlord obtains substitute parking for Tenant as close to the Building as is reasonably possible, or (y) any part of the Land or a portion of the street level of the Building not necessary for convenient access to and from the Premises during is condemned or taken by any Governmental Authority in connection with the construction and operation of a light rail transit system in the area in which the Building is located, then, in either event, this Lease Term, shall continue in full force and effect and Landlord shall be entitled to receive the balance of entire award in the condemnation proceeding(s) in connection therewith, and Tenant hereby assigns to Landlord all its right, if any, in and to any such award. To 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 award(s) or any part thereof and any such condemnation or taking shall in no event give rise to petition any right on Tenant’s part to seek a court reduction in Rent payable hereunder or to terminate this Lease Lease. 25.8 The terms “condemnation“ and “acquisition” as used herein shall include any agreement in the event lieu of a partial taking or in anticipation of the Premisesexercise of the power of eminent domain between Master Landlord or Landlord and any Governmental Authority authorized to exercise the power of eminent domain.

Eminent Domain. 21.1 Section 11.1 If the whole of the Real Property, the Building or the Premises shall be acquired or condemned for any public or quasi-public use or purpose, 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. If only a part of the Real Property and not the entire Premises shall be so acquired or condemned then, (1) except as hereinafter provided in this Section 11.1, this Lease and the Term shall continue in force and effect but, if a part of the Premises is included in the part of the Real Property so acquired or condemned, from and after the date of the vesting of title, the Fixed Rent and the Space Factor shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation and Tenant’s Share shall be redetermined based upon the proportion in which the ratio between the rentable area of the Premises remaining after such acquisition or condemnation bears to the rentable area of the Building remaining after such acquisition or condemnation; (2) if the Premises shall be affected thereby, Landlord, at Landlord’s option, may give to Tenant, within sixty (60) days next following the date upon which Landlord shall have received notice of vesting of title, a ninety (90) days’ notice of termination of this Lease if Landlord shall elect to terminate leases (including this Lease), affecting at least fifty percent (50%) of the rentable area of the Building; (3) if at least fifty percent (50%) of the Building, but not the Premises, shall have been affected thereby, Landlord, at Landlord’s option, may give to Tenant, within sixty (60) days next following the date upon which Landlord shall have received notice of vesting of title, a ninety (90) days’ notice of termination of this Lease if Landlord shall elect to terminate leases (including this Lease), affecting at least seventy-five percent (75%) of the rentable area of the Building; and (4) if the part of the Real Property so acquired or enough thereof so as condemned shall contain more than fifteen percent (15%) of the total area of the Premises immediately prior to render such acquisition or condemnation, or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to the balance thereof not reasonably usable for the conduct of Premises or if, in Tenant’s businessreasonable opinion, the portion of the Premises remaining shall be inadequate for Tenant to conduct its business at the Premises or if a temporary taking of the Premises is taken in excess of one hundred eighty (180) days, Tenant, at Tenant’s option, may give to Landlord, within sixty (60) days next following the date upon which Tenant shall have received notice of vesting of title, a thirty (30) days’ notice of termination of this Lease. If any such thirty (30) days’ notice of termination is given, by Landlord or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereofTenant, either party hereto may terminate this Lease by serving written notice and the Term shall come to an end and expire upon the other party hereto within expiration of said thirty (30) days thereafter. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking same effect as if the date of Tenant’s removable tangible personal property placed in expiration of said thirty (30) days were the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 Expiration Date. If a part of the Premises is shall be so takenacquired or condemned and this Lease and the Term shall not be terminated pursuant to the foregoing provisions of this Section 11.1, appropriated Landlord, at Landlord’s expense, shall restore that part of the Premises not so acquired or conveyed by condemned and any Alterations affected thereby to a governmental agencyself-contained rental unit to a condition similar to that on the Commencement Date exclusive of Tenant’s Alterations. In the event of any termination of this Lease and the Term pursuant to the provisions of this Section 11.1, and neither party hereto elects to terminate this Leasethe Fixed Rent, then Base Escalation Rent and Additional Rent payable hereunder shall be abated in apportioned as of the proportion that earlier of (i) the date of sooner termination or (ii) vesting of title, and any prepaid portion of Fixed Rent, Escalation Rent for any period after such date shall be refunded by Landlord to Tenant. Section 11.2 In the event of any such acquisition or condemnation of all or any part of the Real Property, Landlord shall be entitled to receive the entire award for any such acquisition or condemnation, Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Premises so taken, appropriated or conveyed bears Term and Tenant hereby expressly assigns to the area Landlord all of the entire Premises. 21.3 Notwithstanding anything its right in and to the contrary any such award. Nothing contained in this Article 21Section 11.2 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, if and for any moving expenses, provided that same does not reduce any award or payment to Landlord. Section 11.3 If the temporary use whole or occupancy of any part of the Premises shall be acquired or condemned temporarily (for a period not to exceed 60 one hundred eighty (180) days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease TermTerm for any public or quasi-public use or purpose, this Lease Tenant shall give prompt notice thereof to Landlord and the Term shall not be and remain unaffected by such taking, appropriation reduced or conveyance affected in any way and Tenant shall continue to pay in full all Rent items of Rental payable by Tenant. In the event of any such temporary takingTenant hereunder without reduction or abatement, appropriation or conveyance, and Tenant shall be entitled to receive for itself any award or payments for such use, provided, however, that: (i) if the acquisition or condemnation is for a period not extending beyond the Term and if such award or payment is made less frequently than in monthly installments, the same shall be paid to and held by Landlord as a fund which Landlord shall apply from time to time to the Rental payable by Tenant hereunder, except that, if by reason of such acquisition or condemnation changes or alterations are required to be made to the Premises which would necessitate an expenditure to restore the Premises, then a portion of such award or payment reasonably considered by Landlord as appropriate to cover the expenses of the restoration shall be retained by Landlord, without application as aforesaid, and applied toward the restoration of the Premises as provided in Section 11.1 hereof; or (ii) if the acquisition or condemnation is for a period extending beyond the Term, such award or payment shall be apportioned between Landlord and Tenant as of the Expiration Date; Tenant’s share thereof, if paid less frequently than in monthly installments, shall be paid to Landlord and applied in accordance with the provisions of clause (i) above, provided, however, that portion the amount of any award that represents compensation or payment allowed or retained for loss of this use or occupancy restoration of the Premises during shall remain the Lease Term, and property of Landlord shall be entitled to receive the balance of such award. To 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 if this Lease in shall expire prior to the event of a partial taking restoration of the Premises.

Eminent Domain. 21.1 33.1 If all or substantially all of the entire Premises, Demised Premises or enough thereof so as to render the balance thereof not reasonably usable for Building or a substantial portion of the conduct of Tenant’s business, is taken Land should be acquired or appropriated condemned by a governmental agency under the power of eminent domain by any Governmental Authority, then Landlord or conveyed in lieu thereof, either party hereto Tenant may terminate this Lease as of the date when title vests pursuant to such taking. In such event, the rent shall be apportioned as of said expiration date and any rent paid for any period beyond said date and in excess of amounts owing by serving Tenant to Landlord shall be repaid to Tenant. 33.2 In the event of a taking of less than all or substantially all of the Demised Premises, Landlord shall have the right to equitably reduce the Demised Premises, Tenant's Occupancy Percentage, the Minimum Rent and the Allotted Parking, and this Lease shall continue in full force and effect. Notwithstanding the foregoing, Tenant shall have the right to terminate this Lease if the area of the Demised Premises shall not be reasonably sufficient for Tenant to continue feasible operation of its business. 33.3 Landlord or Tenant may exercise its respective right(s) to terminate this Lease under Section 33.1 or 33.2 by giving written notice upon to the other party hereto within thirty (30) days thereafterafter the date of the vesting of title in such proceeding, specifying a date not more than fifteen (15) days after the giving of such notice as the date for such termination. 33.4 Neither Tenant nor any Sublessee shall-have any claim in any condemnation or eminent domain proceeding for the value of any unexpired term of the Lease with respect to the Demised Premises or any portion thereof, and Tenant hereby assigns to Landlord Tenant's entire interest in any such award. If Although Tenant shall not be entitled to any substantial part of the Project excluding the Premises is taken award for such taking or appropriated by a governmental agency under the power of eminent domain or conveyed any payment in lieu thereof, Landlord may so terminate this Lease. In either event, Landlord shall receive Tenant (and Tenant shall assign to Landlord upon demand by Landlord) any income, Rent, award or any interest therein which Sublessee) may be paid in connection therewith, and Tenant shall have no file a separate claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expensefixtures and improvements owned by Tenant (or such Sublessee) which have not become Landlord's property, for Tenant’s relocation costs and for loss of goodwillmoving expenses, provided the same shall in no way affect or diminish Landlord's award. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking of the Premises.

Eminent Domain. 21.1 Section 11.1 If the whole of the Real Property, the Building or the Premises shall be acquired or condemned for any public or quasi-public use or purpose, 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. If only a part of the Real Property and not the entire Premises shall be so acquired or condemned then, (1) except as hereinafter provided in this Section 11.1, this Lease and the Term shall continue in force and effect, but, if a part of the Premises is included in the part of the Real Property so acquired or condemned, from and after the date of the vesting of title, the Fixed Rent shall be reduced to the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation and Tenant’s Share and Tenant’s Tax Share shall each be redetermined based upon the proportion in which the ratio between the rentable area of the Premises remaining after such acquisition or condemnation bears to the rentable area of the Building remaining after such acquisition or condemnation, (2) if the part of the Real Property acquired or condemned shall be a material part and Landlord is not able to operate the remainder of the Building in an economic manner, then whether or not the Premises shall be affected thereby, Landlord, at Landlord’s option, may give to Tenant, within sixty (60) days next following the date upon which Landlord shall have received notice of vesting of title, a thirty (30) days’ notice of termination of this Lease if Landlord shall elect to terminate leases (including this Lease), affecting at least seventy-five percent (75%) of the rentable area of the Building (excluding any rentable area leased by Landlord or its Affiliates); and (3) if the part of the Real Property so acquired or condemned shall contain more than twenty-five percent (25%) of the total area of the Premises immediately prior to such acquisition or condemnation of the Real Property, or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to the Premises, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant, at Tenant’s businessoption, may give to Landlord, within sixty (60) days next following the date upon which Tenant shall have received notice of vesting of title, a thirty (30) days’ notice of termination of this Lease. If any such thirty (30) days’ notice of termination is taken given by Landlord or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereofTenant, either party hereto may terminate this Lease by serving written notice and the Term shall come to an end and expire upon the other party hereto within expiration of said thirty (30) days thereafter. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking same effect as if the date of Tenant’s removable tangible personal property placed in expiration of said thirty (30) days were the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 Expiration Date. If a part of the Premises is shall be so takenacquired or condemned and this Lease and the Term shall not be terminated pursuant to the foregoing provisions of this Section 11.1, appropriated Landlord, at Landlord’s expense, shall restore that part of the Premises not so acquired or conveyed by condemned to a governmental agencyself-contained rental unit inclusive of Tenant’s Alterations. Upon the termination of this Lease and the Term pursuant to the provisions of this Section 11.1, and neither party hereto elects to terminate this Lease, then Base the Fixed Rent and Additional Escalation Rent payable hereunder shall be abated in apportioned and any prepaid portion of Fixed Rent and Escalation Rent for any period after such date shall be promptly refunded by Landlord to Tenant. Section 11.2 In the proportion that event of any such acquisition or condemnation of all or any part of the Real Property, Landlord shall be entitled to receive the entire award for any such acquisition or condemnation, Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Premises so taken, appropriated or conveyed bears Term and Tenant hereby expressly assigns to the area Landlord all of the entire Premises. 21.3 Notwithstanding anything its right in and to the contrary any such award. Nothing contained in this Article 21Section 11.2 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, if and for any moving expenses. Section 11.3 If the temporary use whole or occupancy of any part of the Premises (shall be acquired or condemned for a temporary period not to exceed 60 daysof twelve (12) is taken months or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof less during the Lease TermTerm for any public or quasi-public use or purpose, this Lease Tenant shall give prompt notice thereof to Landlord and the Term shall not be and remain unaffected by such taking, appropriation reduced or conveyance affected in any way and Tenant shall continue to pay in full all Rent items of Rental payable by Tenant. In the event of any such temporary takingTenant hereunder without reduction or abatement, appropriation or conveyance, and Tenant shall be entitled to receive for itself any award or payments for such use, provided, however, that portion if the acquisition or condemnation is for a period extending beyond the Term, any lump sum award or payment shall be apportioned between Landlord and Tenant as of the Expiration Date, and provided further that the amount of any award that represents compensation or payment allowed by the condemning authority for loss of this use or occupancy restoration of the Premises during shall remain the Lease Term, and property of Landlord shall be entitled to receive the balance of such award. To 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 if this Lease in shall expire prior to the event of a partial taking restoration of the Premises.

Eminent Domain. 21.1 If all or any part of the entire Premises, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, premises is taken for public or appropriated quasi-public use by a governmental agency authority under the power of eminent domain or is conveyed to a governmental authority in lieu thereofof such taking, either party hereto and if the taking or conveyance causes the remaining part of the Premises to be untenantable and inadequate for use by Sublessee for the purpose for which they were leased, then Sublessee, at its option and by giving notice within fifteen (15) days after the taking, may terminate this Lease by serving written notice upon the other party hereto within thirty (30) days thereafter. If any substantial part Sublease as of the Project excluding the Premises date Sublessee is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, Landlord shall receive (and Tenant shall assign required 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 for any part of any sum so paid, whether or not attributable to the value surrender possession of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 Premises. If a part of the Premises is so taken, appropriated taken or conveyed by but the remaining part is tenantable and adequate for Sublessee's use, then this Sublease shall be terminated as to the part taken or conveyed as of the date Sublessee surrenders possession; Master Lessor is obligated, at no cost or expenses to Sublessor or Sublessee, to restore the Premises (other than any Tenant Improvements) to a governmental agencycomplete architectural unit of a design comparable to the design of the Premises (other than any Tenant Improvements or alterations) immediately prior to the condemnation, and neither party hereto elects to terminate this Lease, then Base the Rent and Additional Rent payable hereunder shall be abated reduced based on any decrease in use to Sublessee of the proportion that Premises. All compensation awarded for the taking or conveyance shall be the property of Master Lessor and Sublessor, as there interests may appear, and Sublessee hereby assigns to Sublessor all its right, title and interest in and to the award, unless the governmental authority makes only one (1) award, and the award contains compensation for the value of moving expenses, Sublessee's personal property, trade fixtures and alterations (including the Tenant Improvements), in which case, subject to the rights of any mortgagee or beneficiary of a deed of trust holding a lien on the Property, Sublessee shall be entitled to the compensation paid for Sublessee's moving expenses, trade fixtures, personal property and the portion of the Premises so taken, appropriated or conveyed bears award attributable to the area then unamortized cost of alterations and improvements constructed at Sublessee's expense (which are to be amortized on a straight line basis over the initial term of the entire Premises. 21.3 Notwithstanding anything Sublease). Sublessee shall have the right, however, to recover from the contrary contained governmental authority, but not from Sublessor or Master Lessor, except as provided in this Article 21the preceding sentence, if the temporary use or occupancy of any part such compensation as may be awarded to Sublessee on account of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power interruption of eminent domain or conveyed in lieu thereof during the Lease TermSublessee's business, this Lease shall be moving and remain unaffected by such taking, appropriation or conveyance relocation expenses and Tenant shall continue to pay in full all Rent payable by Tenant. In the event removal of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, Sublessee's trade fixtures and Landlord shall be entitled to receive the balance of such award. To 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 taking of the Premisespersonal property.

Eminent Domain. 21.1 a. If all or any part of the entire Premises, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, Premises is taken by any public or appropriated by a governmental agency quasi-public authority under the power of eminent domain domain, or conveyed any agreement in lieu thereofthereof (a “taking”), either party hereto this Lease shall terminate as to the portion of the Premises taken effective as of the date of taking. If only a portion of the Premises or any material portion of the balance of the Real Property materially necessary for Tenant’s use and occupancy of the Premises is taken, Landlord or Tenant may terminate this Lease by serving as to the remainder of the Premises upon written notice upon to the other party hereto within thirty ninety (3090) days thereafterafter the taking. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, Landlord shall receive (and Tenant shall assign be entitled to Landlord upon demand by Landlord) any all compensation, damages, income, Rent, award or any rent awards and interest therein thereon whatsoever which may be paid or made in connection therewith, with any taking and Tenant shall have no claim against Landlord or any governmental authority for any part of any sum so paid, whether or not attributable to the value of any unexpired term of this Lease or of any of the unexpired Lease Termimprovements or Alterations, to the extent Tenant is otherwise obligated to surrender same as provided in Paragraph 20 hereof, in the Premises; provided, however, that nothing herein the foregoing shall prevent not prohibit Tenant from pursuing prosecuting a separate award in connection with claim against the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, authority for an amount separately designated for Tenant’s relocation costs and expenses or the interruption of or damage to Tenant’s business or as compensation for loss of goodwill. 21.2 If a part of Tenant’s personal property, trade fixtures, Alterations that Tenant is not otherwise obligated to surrender as provided in Paragraph 20 hereof or other improvements paid for by Tenant so long as any award to Tenant will not reduce the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects award to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by TenantLandlord. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking of the PremisesPremises which does not result in a termination of this Lease, the Monthly Rent and Additional Rent under Paragraphs 5 and 7 hereunder shall be equitably reduced. If all or any material part of the Real Property other than the Premises is taken, Landlord may terminate this Lease upon written notice to Tenant given within ninety (90) days after the date of taking. b. Notwithstanding the foregoing, if all or any portion of the Premises is taken for a period of time of one (1) year or less ending prior to the end of the term of this Lease, this Lease shall remain in full force and effect and Tenant shall continue to pay all rent and to perform all of its obligations under this Lease; provided, however, that Tenant shall be entitled to all compensation, damages, income, rent awards and interest thereon that is paid or made in connection with such temporary taking of the Premises (or portion thereof), except that any such compensation in excess of the rent or other amounts payable to Landlord hereunder shall be promptly paid over to Landlord as received. Landlord and Tenant each hereby waive the provisions of California Code of Civil Procedure Section 1265.130 and any other applicable existing or future Legal Requirement providing for, or allowing either party to petition the courts of the state in which the Real Property is located for, a termination of this Lease upon a partial taking of the Premises and/or the Building.

Eminent Domain. 21.1 20.1 If the entire Premiseswhole of the Project is lawfully taken by condemnation or in any other manner for any public or quasi-public purpose, this Lease shall terminate as of the date of such taking, and Rent shall be prorated to such date. If less than the whole of the Project, Building or enough thereof Premises is so as taken, this Lease shall be unaffected by such taking, provided that (i) Tenant shall have the right to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice upon the other party hereto to Landlord given within thirty ninety (3090) days thereafter. If any substantial part after the date of the Project excluding such taking if twenty percent (20%) or more of the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part remaining area of the Premises is so takennot practical for Tenant to continue operation of its business, appropriated or conveyed as may be reasonably determined by a governmental agencyTenant, and neither party hereto (ii) Landlord shall have the right to terminate this Lease by notice to Tenant given within ninety (90) days after the date of such taking. If either Landlord or Tenant so elects to terminate this Lease, then the Lease shall terminate on the thirtieth (30th) day after either such notice. The Rent shall be prorated to the date of termination. If this Lease continues in force upon such partial taking, the Base Rent and Tenant’s Pro Rata Share of Additional Rent payable hereunder shall be abated in equitably adjusted according to the proportion that the portion remaining Rentable Area of the Premises so taken, appropriated or conveyed bears to the area of the entire Premisesand Project. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. 20.2 In the event of any such temporary taking, appropriation partial or conveyancewhole, Tenant all of the proceeds of any award, judgment or settlement payable by the condemning authority shall be entitled to receive that portion the exclusive property of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease TermLandlord, and Tenant hereby assigns to Landlord all of its right, title and interest in any award, judgment or settlement from the condemning authority. Tenant, however, shall be entitled have the right, to receive the balance of such award. To the extent that it Landlord’s award is inconsistent with not reduced or prejudiced, to claim from the above, each party hereto hereby waives the provisions of Section 1265.130 of the California Code of Civil Procedure allowing either party condemning authority (but not from Landlord) such compensation as may be recoverable by Tenant in its own right for relocation expenses and damage to petition a court to terminate this Lease in Tenant’s personal property. 20.3 In the event of a partial taking of the PremisesPremises which does not result in a termination of this Lease, Landlord shall restore the remaining portion of the Premises as nearly as practicable to its condition prior to the condemnation or taking, but only to the extent of building standard finishes. Tenant shall be responsible at its sole cost and expense for the repair, restoration and replacement of any other Tenant Improvements and Tenant’s Property.

Eminent Domain. 21.1 Section 13.1 If the entire Premiseswhole of the Building or of the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose (other than for temporary use or occupancy), the Term shall forthwith cease and terminate as of the date of vesting of title by reason of such taking (which date is hereinafter referred to as the “date of the taking”), and Rent shall be apportioned as of such date. If only a part of the Building shall be so condemned or enough thereof so taken, then (a) if substantial structural alteration or reconstruction of the Building shall be necessary or appropriate as a result of such condemnation or taking (whether or not the Premises be affected), Landlord (provided Landlord obtains any and all required consents from any Superior Lessors or Mortgagees) or Tenant may (but only if the restoration cannot be completed within eighteen (18) months or such longer period as may be agreed upon by the parties) (subject to render the balance thereof not reasonably usable for the conduct delay of Tenant’s businessup to ninety (90) days which may arise by reason of Force Majeure) at its option, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice upon and the other party hereto Term and estate hereby granted as of the date of such termination within thirty (30) days thereafter. If any substantial part following the date on which Landlord shall have received notice of the Project excluding the Premises is taken or appropriated by a governmental agency under the power vesting of eminent domain or conveyed in lieu thereof, title (provided that Landlord may not so terminate this Lease. In either event, 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 Lease unless it contemporaneously terminates all other leases for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed office space in the Premises solely at Tenant’s expenseBuilding), for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and (b) if neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Termas aforesaid, this Lease shall be and remain unaffected by such condemnation or taking, appropriation or conveyance and Tenant shall continue to pay in full all except that the Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled abated to receive that portion of any award that represents compensation for loss of this use or occupancy the extent, if any, herein provided. If more than twenty-five percent (25%) of the Premises or a substantial (i.e., more than fifty percent (50%)) portion of the Building shall be taken in condemnation during the Lease last two (2) years of the Term, unless Tenant is willing to extend the Term pursuant to any renewal right Tenant has under this Lease, Landlord (provided that Landlord obtains any and Landlord shall be entitled all required consents from any Superior Lessors or Mortgagees) or Tenant may, upon thirty (30) days’ prior written notice to receive the balance of such award. To the extent that it is inconsistent with the aboveother, 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 cancel and terminate this Lease as of the date set forth in such notice, as if such date were the stated Expiration Date of this Lease; provided, however, that if Landlord gives such termination notice, Tenant may by notice to Landlord (given within thirty (30) days after Landlord’s notice) extend the termination date for up to one (1) year following the condemnation with respect to such portions of the Premises as shall not have been so condemned. Section 13.2 If any part, but less than all, of the Premises shall be so taken and this Lease shall not be terminated pursuant to Section 13.1, then the part so taken shall no longer constitute part of the Premises but this Lease shall otherwise remain unaffected by such taking; provided, however, that Tenant may elect to terminate the Term in the event of: (i) a taking of more than fifteen percent (15%) of the total RSF of the Premises; or (ii) a taking that deprives Tenant of reasonable access to the Building or the Premises, if Landlord determines that it will be unable to provide or in fact fails to provide adequate alternative access to the Building and the Premises within sixty (60) days thereafter, by giving notice of such election to Landlord not later than sixty (60) days after Tenant’s receipt from Landlord of notice of such taking (describing the nature and extent of such taking) or the date of such taking, whichever first occurs, or not later than thirty (30) days after such seventy-fifth (75th) day, as the case may be. If notice of termination of this Lease shall be given pursuant to this Section 13.2, then upon such date as may be specified by Tenant by notice to Landlord, which date shall be not earlier than thirty (30) and not later than sixty (60) days after the date of Tenant’s notice, the Term shall terminate as of the date specified in such notice and Rent shall be apportioned as of such date of termination. Upon a partial taking and this Lease continuing in force as to any part of the Premises.:

Eminent Domain. 21.1 Section 13.1. If the entire Premiseswhole of the Real Property or the Premises is acquired or condemned for any public or quasi-public use or purpose, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice and the Term shall end as of the date of the vesting of title or the date upon which Tenant is denied use and possession of the other party hereto within thirty (30) days thereafterPremises pursuant to the terms of this Lease, whichever occurs first, with the same effect as if said date were the Expiration Date. If any substantial only a part of the Project excluding Real Property and not the entire Premises is taken so acquired or appropriated by a governmental agency under condemned then, (a) except as hereinafter provided in this Section 13.1, this Lease and the power of eminent domain or conveyed Term shall continue in lieu thereofeffect but, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If if a part of the Premises is included in the part of the Real Property so takenacquired or condemned, appropriated from and after the date of the vesting of title or conveyed by a governmental agencyTenant's denial of use and possession, and neither party hereto elects to terminate this Leasewhichever occurs first, then the Base Rent and Additional Rent payable hereunder shall be abated reduced in the proportion that which the portion area of the part of the Premises so taken, appropriated acquired or conveyed condemned bears to the total area of the entire Premises. 21.3 Notwithstanding anything Premises immediately prior to the contrary contained in this Article 21, such acquisition or condemnation; and (b) if the temporary use or occupancy of any part of the Real Property so acquired or condemned contains more than thirty percent (30%) of the total area of the Premises immediately prior to such acquisition or condemnation, or if, by reason of such acquisition or condemnation, Tenant no longer has access to the Premises, Tenant, at Tenant’s option, may give to Landlord, within sixty (for 60) days next following the date upon which Tenant receives notice of vesting of title, a period not to exceed 60 daysthirty (30) day notice of termination of this Lease. If any such thirty (30) day notice of termination is taken or appropriated given, by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease TermTenant, this Lease and the Term shall come to an end and expire upon the expiration of said thirty (30) days with the same effect as if the date of expiration of said thirty (30) days were the Expiration Date. In the event of any termination of this Lease and the Term pursuant to the provisions of this Section 13.1, the Base Rent shall be apportioned as of the date of the termination and remain unaffected any prepaid portion of the Base Rent for any period after such date shall be refunded by such taking, appropriation or conveyance and Tenant shall continue Landlord to pay in full all Rent payable by Tenant. Section 13.2. In the event of any such temporary takingacquisition or condemnation of all or any part of the Real Property, appropriation Landlord shall be entitled to pursue an award for any such acquisition or conveyance, condemnation as to the Buildings (subject to Tenant's rights under this Section 13.2). Tenant shall be entitled to receive that pursue an award for any loss from the condemning authority, including, without limitation, for the value of any unexpired portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To the extent that it is inconsistent with the aboveTenant's Work, 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 taking of the PremisesAlterations and/or Tenant's Property.

Eminent Domain. 21.1 Section 16.1. If (i) more than thirty-three percent (33%) of the entire Premises, floor area of the building on the demised premises or enough thereof so as to render (ii) a portion of the balance thereof not reasonably usable for the conduct of Tenant’s business, is Parking and Accommodation Areas shall be taken or appropriated by a governmental agency under the power of eminent domain and the portion of the building and/or Parking and Accommodation Areas not so taken will not be reasonably adequate for the operation of Tenant's business after the Landlord completes such repairs or conveyed in lieu thereofalterations as the Landlord is obligated or elects to make, Tenant shall have the right to elect either party hereto may to terminate this Lease, or, subject to Landlord's right to terminate the Lease by serving written notice upon pursuant to Section 16.4., to continue in possession of the other party hereto remainder of the demised premises and shall notify Landlord in writing within thirty ten (3010) days thereafterafter such taking of Tenant's election. If any substantial part In the event less than thirty-three percent (33%) of the Project excluding floor area of the Premises is building on the demised premises shall be taken or appropriated Tenant elects to remain in possession, as provided in the first sentence hereof, all of the terms herein provided shall continue in effect, except that the base rent shall be reduced in the same proportion that the floor area of the building on the demised premises taken bears to the original floor area of the building on the demised premises, and Landlord shall at its own cost and expense make all necessary repairs or alterations to the building so as to constitute the portion of the building not taken a complete architectural unit and the demised premises a complete unit for the purposes allowed by a governmental agency this Lease, but such work shall not exceed the scope of the work to be done by Landlord in originally constructing said building. Section 16.3. All damages or awards for any taking under the power of eminent domain whether for the whole or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so takendemised premises shall belong to and be the property of Landlord whether such damages or awards shall be awarded as compensation for diminution in value to the leasehold or to the fee of the demised premises; provided however, appropriated that Landlord shall not be entitled to the award made to Tenant or conveyed by a governmental agencyLandlord for loss of business, depreciation to, and neither party hereto elects cost or removal of stock and fixtures and for leasehold improvements which have been installed by Tenant at its sole cost and expense less depreciation which is to terminate be computed on the basis of completely depreciating such leasehold improvements during the initial term of this Lease, and any award made to Tenant in excess of the then Base Rent and Additional Rent payable hereunder depreciated value of leasehold improvements shall be abated in payable to the proportion that the portion Landlord. Section 16.4. If more than thirty-three percent (33%) of the Premises so taken, appropriated or conveyed bears to the area floor areas of the entire Premises. 21.3 Notwithstanding anything to building on the contrary contained in this Article 21demised premises shall be taken under power of eminent domain, or if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease Parking and Accommodation Areas shall be and remain unaffected so taken, Landlord may, by written notice to Tenant delivered on or before the date of surrendering possession to the public authority pursuant to such taking, appropriation or conveyance and Tenant shall continue to pay terminate this Lease as of such date. Section 16.5. If this Lease is terminated as provided in full all Rent payable by Tenant. In this Article, the event of any such temporary taking, appropriation or conveyance, Tenant rent shall be entitled paid up to receive the day that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, possession is so taken by public authority and Landlord shall be entitled to receive the balance make a prorata refund of such award. To 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 any rent and all deposits paid by Tenant in the event of a partial taking of the Premisesadvance and not yet earned.

Eminent Domain. 21.1 (A) If the whole of the Property or the Premises shall be acquired or condemned for any public or quasi-public use or purpose, this Lease and the Term shall end as of the date of the vesting of title as to any "Taking" (as hereinafter defined) with the same effect as if said date were the Fixed Expiration Date. Any acquisition or condemnation of all or a (B) If only a part of the Property and not the entire PremisesPremises shall be Taken then: (1) except as hereinafter provided in this Section 11.1, this Lease and the Term shall continue in force and effect, but, if a part of the Premises is included in the part of the Property so Taken, from and after the date of the vesting of title as to such Taking, the Fixed Rent, Tenant's Tax Share and the Tenant's Operating Share shall be reduced in the proportion which the area of the part of the Premises so Taken bears to the total area of the Premises immediately prior to such Taking; (2) whether or not the Premises shall be affected thereby, if a material portion of the exterior portions of the Property shall be so Taken, or enough thereof if thirty-five percent (35%) or more of the Building is so taken and, in either such event, Landlord's operation of the Building is materially impaired, as determined by Landlord in its reasonable discretion, then in either such event Landlord, at Landlord's option, may give to Tenant, within sixty (60) days next following the date upon which Landlord shall have received notice of vesting of title as to render such Taking, a thirty (30) days' notice of termination of this Lease, and (3) if the balance thereof not reasonably usable for part of the conduct Property so Taken shall contain more than thirty-five percent (35%) of the total rentable area of the Premises immediately prior to such Taking, or if, by reason of such Taking, Tenant no longer has reasonable means of access to the Premises or Tenant’s business's operation of its business in the Premises as a result of such Taking is materially impaired as determined by Tenant in its reasonable discretion, Tenant, at Tenant's option, may give to Landlord, within sixty (60) days next following the date upon which Tenant shall have received notice of vesting of title of such Taking, a thirty (30) days' notice of termination of this Lease. If any such thirty (30) days' notice of termination is taken given by Landlord or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereofTenant, either party hereto may terminate this Lease by serving written notice and the Term shall come to an end and expire upon the other party hereto within expiration of said thirty (30) days thereafterwith the same effect as if the date of expiration of said thirty (30) days were the Fixed Expiration Date. If any substantial part In addition, the provisions of Section 10.1(E) and 10.4(A) shall apply, mutatis mutanis, to a Taking in the last year of the Project excluding Term, and/or where the Premises is taken Taking requires repair or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwillrestoration. 21.2 (C) If a part of the Premises is shall be so takenTaken and this Lease and the Term shall not be terminated pursuant to the foregoing provisions of this Section 11.1, appropriated or conveyed by Landlord, at Landlord's expense, shall restore that part of the Premises not so Taken to a governmental agencyself-contained rental unit which shall be substantially comparable in quality and service to the rental unit that existed prior to such Taking (but only to the extent of Landlord's Work and expressly excluding Tenant's Property and Alterations). (D) Upon the termination of this Lease and the Term pursuant to the provisions of this Section 11.1, and neither party hereto elects to terminate this Lease, then Base the Fixed Rent and Additional Rent payable hereunder Charges shall be abated in apportioned and any prepaid portion of Fixed Rent and Additional Charges for any period after such date shall be refunded by Landlord to Tenant. Section 11.2 In the proportion that event of any Taking of all or any part of the Property, Landlord shall be entitled to receive the entire award for any such Taking, Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Premises so taken, appropriated or conveyed bears Term and Tenant hereby expressly assigns to the area Landlord all of the entire Premises. 21.3 Notwithstanding anything its right in and to the contrary any such award. Nothing contained in this Article 21Section 11.2 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, if and for any moving expenses, provided same does not reduce or affect Landlord's award in any way. Section 11.3 If the temporary use whole or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof shall be temporarily Taken during the Lease Term, Term for any public or quasi-public use or purpose this Lease shall be and remain unaffected by such taking, appropriation or conveyance temporary Taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such temporary Taking and shall continue to pay in full all the Fixed Rent payable by Tenantand Additional Rent when due. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled entitled, except as hereinafter set forth, to receive that portion of any the award that for such Taking which represents compensation for loss of this the use or and occupancy of the Premises during and, if so awarded, for the Lease Term, Taking of Tenant's Property and Landlord shall be entitled to receive for moving expenses. If the balance period of such award. To 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 taking of the Premises.temporary Taking shall

Eminent Domain. 21.1 20.01. If the entire whole of the Building or the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose, this lease and the term and estate hereby granted shall terminate as of the date of vesting of title on such taking (herein called the “Date of the Taking”), and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such date. 20.02. If more than fifty (50%) percent of the Building shall be so taken, this lease shall be unaffected by such taking, except that (a) Landlord may, at its option, provided that Landlord shall terminate leases of no less than seventy-five (75%) percent of the office space then leased to tenants in the Building other than office space occupied by Landlord and its affiliates upon which the effect of such taking shall have been substantially similar to the effect of same upon the Premises, terminate this lease by giving Tenant notice to that effect within sixty (60) days after the Date of the Taking, and (b) if twenty (20%) percent or enough thereof more of the Premises shall be so as to render taken and the balance thereof remaining area of the Premises shall not reasonably usable for the conduct of be sufficient, in Tenant’s reasonable judgment, for Tenant to continue the normal operation of its business, is taken or appropriated by a governmental agency under if permanent access to the power of eminent domain Premises or conveyed in lieu thereofthe Building shall be taken, either party hereto Tenant may terminate this Lease lease by serving giving Landlord notice to that effect within ninety (90) days after the Date of the Taking. This lease shall terminate on the date set forth in such notice from Landlord or Tenant to the other, which date shall be no less than sixty (60) nor more than ninety (90) days after the date such notice is given, and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such termination date, except that with respect to any portion of the Premises which is the subject of the taking, if earlier, as of the Date of the Taking; provided, however, if Tenant is then in occupancy of the Premises, subject to any and all Legal Requirements, Tenant shall have the right, to be exercised by written notice upon the other party hereto to Landlord given within thirty (30) days thereafterafter Tenant’s receipt of Landlord’s termination notice, to extend the date set forth in Landlord’s termination notice to a date up to one hundred eighty (180) days after the giving of Landlord’s termination notice. If Upon such partial taking and this lease continuing in force as to any substantial part of the Project excluding Premises, the Premises is taken or appropriated by a governmental agency under Fixed Rent and Additional Charges shall be adjusted according to the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Leaserentable area remaining. 20.03. In either event, Landlord shall be entitled to receive (the entire award or payment in connection with any taking without deduction therefrom for any estate vested in Tenant by this lease and Tenant shall assign receive no part of such award except as hereinafter expressly provided in this Article 20. Tenant hereby expressly assigns to Landlord upon demand by Landlord) any incomeall of its right, Rent, title and interest in and to every such award or any interest therein which may be paid in connection therewith, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Termpayment; provided, however, that nothing herein Tenant shall prevent Tenant from pursuing have the right to make a separate award in connection with claim for the taking value of Tenant’s removable tangible personal property placed moving expenses, for any “Landlord Reimbursement Amounts” (as such term is defined in the Premises solely at Tenant’s expenseOriginal Lease), for Tenant’s relocation costs and for loss the payment of goodwill. 21.2 If which is triggered as a part result of the Premises is so taken, appropriated termination of this lease with respect to all or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so takenas a result of such taking, appropriated or conveyed bears to and for any of Tenant’s Property and any of Tenant’s furniture, fixtures and equipment taken and, if the area provisions of Section 20.05 apply, for the entire Premisescost of Tenant’s restoration obligations thereunder. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if (a) If the temporary use or occupancy of all or any part of the Premises (shall be taken by condemnation or in any other manner for a period not to exceed 60 days) is taken any public or appropriated by a governmental agency under the power of eminent domain quasi-public use or conveyed in lieu thereof purpose during the Lease Term, term of this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyancelease, Tenant shall be entitled entitled, except as hereinafter set forth, to receive that portion of any the award that or payment for such taking which represents compensation for loss of this the use or and occupancy of the Premises during Premises, for the Lease Termtaking of Tenant’s Property and Tenant’s furniture, fixtures and equipment (except to the extent of the unamortized balance of the amount of any allowance or credit therefor granted by Landlord), and for moving expenses, and, if the provisions of Section 20.05 hereof apply, for Landlord’s property that Tenant is required to restore, and Landlord shall be entitled to receive that portion which represents reimbursement for the balance cost of restoration of the Premises. Tenant shall have the right to participate in any proceeding to the extent such proceeding may affect the amount of the award or payment that Tenant may be entitled to receive pursuant to this Section 20.04 and Landlord shall cooperate with Tenant to the extent necessary. Except as otherwise set forth in this Section 20.04, this lease shall be and remain unaffected by such taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay in full the Fixed Rent and Additional Charges when due; provided, however, in no event shall Tenant be responsible for the acts or omissions of the taking entity (or any successor, assignee or designee), including, without limitation, charges for extra services and/or overtime services provided to any of such awardparties. To If the extent period of temporary use or occupancy shall extend beyond the Expiration Date of this lease, that it is inconsistent with the above, each party hereto hereby waives the provisions of Section 1265.130 part of the California Code award which represents compensation for the use and occupancy of Civil Procedure allowing either party the Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period up to petition and including such Expiration Date and Landlord shall receive so much thereof as represents the period after such Expiration Date. All monies paid as, or as part of, an award for temporary use and occupancy for a court period beyond the date to which the Fixed Rent and Additional Charges have been paid shall be received, held and applied by Landlord as a trust fund for payment of the Fixed Rent and Additional Charges becoming due hereunder. (b) If the period of any taking of the temporary use and occupancy of fifty percent (50%) or more of the rentable area of any Office Floor or fifty percent (50%) or more of the rentable area of the entire Premises (a “Temporary Taking Period”) shall exceed twelve (12) months, Tenant may terminate this lease with respect to (x) the portion of such Office Floor or the portion of the entire Premises so taken, (y) the entirety of any such Office Floor or (z) the entirety of the Premises, as the case may be. In the event that Tenant becomes entitled to terminate this Lease lease in whole or in part pursuant to the preceding sentence, Tenant may do so by giving a notice to such effect to Landlord at any time following the date on which Tenant becomes so entitled but prior to the date on which the Temporary Taking Period ends, and unless the Temporary Taking Period shall end prior to the expiration of thirty (30) days from Tenant’s giving of such notice, this lease and the term and estate hereby granted (with respect to the entire Premises or the portion thereof designated in Tenant’s notice) shall terminate as of such thirtieth (30th) day with the same force and effect as if such date were the Expiration Date specified herein with respect to the entire Premises or such portion thereof. (c) In the event that it shall be determined or the parties shall receive notice that the Temporary Taking Period with respect to fifty percent (50%) or more of the rentable area of any Office Floor or fifty percent (50%) or more of the rentable area of the entire Premises is expected to exceed the shorter of (x) eighteen (18) months and (y) the remainder of the term of this lease (as the same may have theretofore been extended in accordance with Article 36), Tenant shall have the right, within sixty (60) days after the date of such determination or notice, as applicable, to terminate this lease with respect to (i) the portion of such Office Floor or the portion of the entire Premises so taken, (ii) the entirety of any such Office Floor or (iii) the entirety of the Premises, as the case may be, and on the date set forth in such notice, which shall not in any event be more than ninety (90) days after the giving of such notice, this lease will terminate (with respect to the entire Premises or the portion thereof designated in Tenant’s notice) as if such date were the Expiration Date specified herein with respect to the entire Premises or such portion thereof. 20.05. In the event of a taking of less than the whole of the Building and/or the Land which does not result in termination of this lease, or in the event of a partial taking for a temporary use or occupancy of all or any part of the Premises.Premises which does not result in a termination of this lease, (a) Landlord, at its expense, and whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Building and the Premises (other than those parts of the Premises which are deemed Landlord’s property pursuant to Section 12.01 hereof and Tenant’s Property) to substantially their former condition to the extent that the same may be feasible (subject to reasonable changes which Landlord shall deem desirable) and so as to constitute a complete and rentable Building and Premises and

Eminent Domain. 21.1 If In the entire Premises, event of a condemnation or enough thereof so as to render the balance thereof not reasonably usable for the conduct taking by exercise of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain of all or any portion of the Building or Land, Landlord will notify Tenant of such event (“Notice of Taking”), including a notice of the extent of the taking if same is then known. If all of the Building is taken (or is to be conveyed by Landlord in lieu thereof, either party hereto may terminate of such exercise) this Lease by serving written notice will terminate on a date (“Vesting Date”) which is the earlier of the date upon which the other party hereto within thirty (30) days thereaftercondemning authority takes possession of the Building or the date on which title to the Building is vested in the condemning authority. If any substantial part twenty-five percent (25%) or more of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value rentable area of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises Building is so taken, appropriated or conveyed if so much of the Land is taken that in Landlord’s judgment the Building can no longer continue to function viably as an office building (“Major Taking”), this Lease shall, at the option of the Tenant, exercisable by written notice to Landlord given within ninety (90) days after Tenant’s receipt of the Notice of Taking, be terminated as of a governmental agency, date specified in such notice (which shall not be more than sixty (60) days thereafter) and neither party hereto elects to terminate this Lease, then Base the Rent and Additional Rent payable hereunder (taking into account any abatement as aforesaid) shall be abated adjusted proportionately as of the date of termination and Tenant shall thereupon promptly vacate the Premises. If less than twenty-five percent (25%) of the rentable area of the Building is so taken, or if the Tenant does not cancel this Lease according to the preceding sentence, the Monthly Base Rent will be adjusted in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the rentable area of the entire Premises. 21.3 Notwithstanding anything Building so taken to the contrary contained in this Article 21, if the temporary use or occupancy of any part rentable area of the Premises (for Building immediately before such taking, and Tenant’s Proportionate Share of the Operating Expenses will be appropriately recalculated. In the event of a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease TermMajor Taking, this Lease shall, at the option of the Landlord, exercisable by written notice to Tenant given within ninety (90) days after Tenant’s receipt of the Notice of Taking, be terminated as of a date specified in such notice (which shall not be more than sixty (60) days thereafter) and the Rent and Additional Rent (taking into account any abatement as aforesaid) shall be and remain unaffected by such taking, appropriation or conveyance adjusted proportionately as of the date of termination and Tenant shall continue to pay in full all Rent payable by Tenantthereupon promptly vacate the Premises. In the event of any such temporary taking, appropriation the entire award will be paid to Landlord and Tenant will have no right or conveyance, Tenant shall be entitled claim to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance part of such award. To ; however, Xxxxxx will have the extent that it right to assert a claim against the condemning authority in a separate action, so long as Landlord’s award is inconsistent with the abovenot otherwise reduced, 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 taking of the Premisesfor Xxxxxx’s moving expenses and leasehold improvements owned by Tenant.

Eminent Domain. 21.1 DRAFT If the entire Premises, Premises or enough thereof so as to render the balance thereof not reasonably usable for the conduct any portion of Tenant’s business, it is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereofsold under threat of exercise of eminent domain (collectively, “Condemnation”) this Lease will terminate as to the part taken as of the date the condemning authority takes title or possession, whichever occurs first. Each party will promptly notify the other of any pending or threatened Condemnation. If more than 10% of the Premises or convenient access to the Premises is taken by Condemnation, then either party hereto may, at its option, terminate this Lease by giving written notice to the other party within ten (10) days after receiving any resolution of necessity (or notice of any similar action by the condemning authority) (“Condemnation Notice”) regarding a pending or threatened Condemnation. If all or any portion of the Building is taken by Condemnation, then, at its option, City may terminate this Lease by serving giving written notice upon the other party hereto to Tenant within thirty (30) days thereafterafter receiving Condemnation Notice. Any termination will be effective the earlier of thirty (30) days after the termination notice and the date the condemning authority takes title or possession, whichever occurs first. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate terminates this Lease, then Base Rent this Lease will remain in full force and Additional Rent payable hereunder shall be abated in the proportion that effect as to the portion of the Premises so remaining, and City will proportionally reduce Base Rent. Condemnation awards will be City’s property, whether the award is made as compensation for the reduction in value of the leasehold, the value of the part taken, appropriated or conveyed bears for severance damages, but Tenant may petition for a separate award for Tenant’s relocation expenses or Tenant’s Personal Property. All Alterations or improvements made to the area Premises will be considered City’s property for the purposes of the entire Premises. 21.3 Notwithstanding anything any Condemnation and City will be entitled to the contrary contained in Condemnation award. If this Article 21Lease is not terminated under this paragraph, if the temporary use or occupancy of then City will repair any part of damage to the Premises (for a period not to exceed 60 days) is taken or appropriated caused by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance Condemnation. City and Tenant shall continue to pay intend that the provisions of this Section 15 govern fully in full all Rent payable by Tenant. In the event of a Condemnation and accordingly, the parties each waive any such temporary takingright to terminate this Lease in whole or in part under Sections 1265.110, appropriation or conveyance1265.120, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, 1265.130 and Landlord shall be entitled to receive the balance of such award. To the extent that it is inconsistent with the above, each party hereto hereby waives the provisions of Section 1265.130 1265.140 of the California Code of Civil Procedure allowing either party to petition a court to terminate this Lease in the event of a partial taking of the Premisesor under any similar Legal Requirements.

Eminent Domain. 21.1 If If: (i) the entire whole or any part of the building on the Premises, or enough thereof (ii) more than 10% of the land comprising the Premises, shall be taken by any public authority or utility under the power of eminent domain, then Tenant shall have the right either to terminate this Lease by sixty (60) days' prior written notice given to Landlord by Tenant, which notice may be given at any time after such taking and on or before four (4) months after the date possession is required pursuant to such taking, or to continue in possession of the remainder of the Premises under the terms herein provided, except that the Term shall cease on the part so taken from the day possession of that part is taken, and the rent shall from and after such day be reduced as to render hereinafter provided in this Paragraph 15. If this Lease is not terminated, Landlord shall deposit with Tenant the balance thereof not reasonably usable entire proceeds of the condemnation award for the conduct purpose of restoring the Premises to a tenable condition, and Tenant’s , but only to the extent of such condemnation proceeds, shall restore the Premises to a tenable condition substantially comparable to the condition thereof prior to the taking. If after restoration of the Premises to a tenable condition, any portion of the condemnation award deposited by Landlord with Tenant remains unused ("Unused Award"), then the Tenant shall pay the Unused Award over to the Landlord, subject, however, to the rights of the mortgagee, if any. Tenant shall be entitled to claim an award for loss of business, is going business, going concern value of business, goodwill, depreciation of trade fixtures and trade fixture and equipment damage, cost or removal of trade fixtures, cost of reinstallation of trade fixtures, and cost of all leasehold improvements made by Tenant; and Landlord shall not be entitled to any portion of such condemnation award, or to make a claim thereof. If the Tenant does not elect to terminate this Lease pursuant to the provisions of this Paragraph 15, then if Tenant exercises the Option, the Option Price ($10,000,000) shall be reduced by the amount of the Unused Award. Notwithstanding the foregoing provisions of this Paragraph 15, if the whole or any part of the Premises shall be taken by any public authority or appropriated by a governmental agency utility under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice upon prior to the other party hereto within thirty (30) days thereafter. If any substantial part expiration of the Project excluding Term, Tenant may exercise Tenant's option to purchase the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed as provided in lieu thereof, Landlord may so terminate this Lease. In either event, Landlord shall receive (Paragraph 4 hereof 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion the proceeds of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking of the Premisesall condemnation awards.

Eminent Domain. 21.1 If (a) In the entire Premises, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice upon the other party hereto within thirty (30) days thereafter. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable event that title to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated whole or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (shall be lawfully condemned or taken in any manner for a period not to exceed 60 days) is taken any public or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Termquasi-public use, this Lease and the term and estate hereby granted shall be forthwith cease and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy terminate as of the Premises during the Lease Termdate of vesting of title, and Landlord shall be entitled to receive the balance of such entire award. To , Tenant hereby assigning to Landlord Tenant's interest therein, if any. (b) In the extent event that it is inconsistent with the above, each party hereto hereby waives the provisions of Section 1265.130 title to a part of the California Code Building other than the Premises shall be so condemned or taken, and if in the opinion of Civil Procedure allowing either party Landlord, the Building should be restored in such a way as to petition alter the Premises materially, or in the event that title to all or a court to material part of the Outside Common Areas shall be so condemned or taken, Landlord may terminate this Lease and the term and estate hereby granted by notifying Tenant of such termination within sixty (60) days following the date of vesting the title, and this Lease and the term and estate hereby granted shall expire on the date specified in the event notice of a partial taking termination, which date shall be not less than sixty (60) days following the date of vesting of title, and this Lease and the term and estate hereby granted shall expire on the date specified in the notice of termination, which date shall be not less than sixty (60) days after the giving of such notice, as fully and completely as if such date were the date hereinbefore set for the expiration of the Premisesterm of this Lease, and the Fixed Monthly Rent, Additional Rent, and other charges hereunder shall be apportioned as such date. In such event, Tenant shall not entitled to any poxxxxx of Landlord's award hereunder, if any, nor shall Tenant have any claim against Landlord for the unexpired portion of the term.

Eminent Domain. 21.1 (a) If after the entire execution of this Lease and prior to the expiration of the Term of this Lease the whole of the Leased Premises shall be taken under the power of eminent domain, then the Term of this Lease shall cease as of the time when Landlord shall be divested of its title in the Leased Premises, and fixed rent shall be apportioned and adjusted as of the time of termination. (b) If any part of the Leased Premises shall be taken under the power of eminent domain, then if as a result thereof the Leased Premises shall be reduced by more than twenty (20%) percent and the part remaining shall not be reasonably adequate for the operation of the business conducted in the Leased Premises prior to the taking, Landlord or enough thereof Tenant may, at its election, terminate the Term of this Lease 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 possession of the part so taken shall be required for public use and fixed rent shall be apportioned and adjusted as of the time of termination. If only a part of the Leased Premises shall be taken under the power of eminent domain and if the Term of this Lease shall not be terminated as aforesaid, then the term of this Lease shall continue in full force and effect and Landlord shall, within six (6) months after possession is required for public use, repair and rebuild what may remain of the Leased Premises so as to render put the same into condition for use and occupancy by Tenant, and a just proportion of the Minimum Rent according to the nature and extent of the injury to the Leased Premises shall be suspended or abated until what may remain of the Leased Premises shall be put into such condition by Landlord, and thereafter a just proportion of the minimum rent according to the nature and extent of the part so taken shall be abated for the balance thereof not reasonably usable for of the conduct term of Tenant’s businessthis Lease. (c) Landlord reserves to itself and Tenant assigns to Landlord, is taken or appropriated by a governmental agency all rights to damages accruing on account of any taking under the power of eminent domain or conveyed by reason of any act of any public or quasi public authority for which damages are payable. Tenant agrees to execute such instruments of assignment as may be reasonably required by Landlord in lieu thereofany proceeding for the recovery of such damages if requested by Landlord, either party hereto may terminate this Lease by serving written notice upon the other party hereto within thirty (30) days thereafter. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, Landlord shall receive (and Tenant shall assign to turn over to Landlord upon demand by Landlord) any income, Rent, award or any interest therein which damages that may be paid recovered in connection therewithsuch proceeding. It is agreed and understood however, that Landlord does not reserve to itself, and Tenant shall have no claim does not assign to Landlord, any damages payable for any part of any sum so paid, whether movable trade fixtures installed by Tenant or not attributable to the value of the unexpired Lease Term; providedanybody claiming under Tenant. (d) Landlord agrees, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with to the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion extent that the Tenant is required to repair and restore that portion of the Premises so takenpremises taken by public action, appropriated or conveyed bears that the Landlord will pay for the cost of repair and/or restoration from the proceeds of any damage awarded subject to approval by the area holder of any Mortgage, it being agreed by Landlord and Tenant that Landlord's obligation to pay for such restoration and repair shall in no event exceed the amount of the entire Premisesdamage award. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 dayse) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To the extent that it the Tenant is inconsistent with the above, each party hereto hereby waives required to restore and/or repair pursuant to the provisions of Section 1265.130 this Article, the Tenant agrees that all such restoration shall be at all times subject to the provisions of the California Code of Civil Procedure allowing either party to petition a court to terminate this Lease in the event of a partial taking of the PremisesArticle V herein.

Eminent Domain. 21.1 (a) If all or any part of the entire Premises, or enough thereof so Premises shall be taken as to render a result of the balance thereof not reasonably usable for the conduct exercise of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereofdomain, this Lease shall terminate as to the part so taken as of the date of taking. In the case of a partial taking of greater than fifty percent (50%) of the rentable area of the Premises, either party hereto may Landlord or Tenant shall have the right to terminate this Lease as to the balance of the Premises by serving written notice upon to the other party hereto within thirty (30) days thereafter. If any substantial part after the date of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Leasetaking. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking of the PremisesPremises which does not result in a termination of this Lease, the monthly Base Rent thereafter to be paid shall be equitably reduced on a square footage basis. If the continued occupancy of Tenant is materially interfered with for any time during the partial taking notwithstanding the partial taking does not terminate this Lease as to the part not so taken, the Base Rent shall proportionately abatx xx long as Tenant is not able to continuously occupy the part remaining and not so taken. (b) All compensation awarded or paid upon a total or partial taking of the fee title shall belong to Landlord whether such compensation be awarded or paid as compensation for diminution in value of the leasehold or of the fee except Tenant shall retain and have a claim for the following, to the extent specifically designated by the condemning authority (i) the unamortized value over the Term of Tenant's leasehold improvements (to the extent Landlord has not contributed to the cost thereof); (ii) that portion (if any) of the award made to Landlord as a result of removing fixtures, removable by Tenant herein, under the terms of this Lease but which are required to be taken by the condemner or are so acquired by the condemner; and (iii) all relocation assistance, moving and relocation expenses to the extent (if any) provided by the condemning authority directly to Tenant.

Eminent Domain. 21.1 20.01. If the entire whole of the Building or the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose, this Lease and the term and estate hereby granted shall terminate as of the date of vesting of title on such taking (herein called “Date of the Taking”), and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such date. 20.02. If more than forty (40%) percent of the Building shall be so taken, this Lease shall be unaffected by such taking, except that (a) Landlord may, at its option, provided that Landlord shall terminate leases of no less than seventy-five (75%) percent of the office space then leased to tenants in the Building upon which the effect of such taking shall have been substantially similar to the effect of same upon the Premises, terminate this Lease by giving Tenant notice to that effect within sixty (60) days after the Date of the Taking, and (b) if ten (10%) percent or enough thereof more of the Premises shall be so as to render taken and the balance thereof remaining area of the Premises shall not reasonably usable for the conduct of be sufficient, in Tenant’s reasonable judgment, for Tenant to continue the operation of its business, or access to the Premises is taken or appropriated by materially impaired as a governmental agency under the power resulting of eminent domain or conveyed a taking, in lieu thereofTenant’s reasonable judgment, either party hereto then Tenant may terminate this Lease by serving written giving Landlord notice upon to that effect within ninety (90) days after the Date of the Taking. This lease shall terminate on the date that such notice from Landlord or Tenant to the other party hereto within thirty (30) days thereaftershall be given, and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such termination date, except that with respect to any portion of the Premises which is the subject of the taking, if earlier, as of the Date of the Taking. If Upon such partial taking and this Lease continuing in force as to any substantial part of the Project excluding Premises, the Premises is taken or appropriated by a governmental agency under Fixed Rent and Additional Charges shall be adjusted according to the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Leaserentable area remaining. 20.03. In either event, Landlord shall be entitled to receive (the entire award or payment in connection with any taking without deduction therefrom for any estate vested in Tenant by this Lease and Tenant shall assign receive no part of such award except as hereinafter expressly provided in this Article 20. Tenant hereby expressly assigns to Landlord upon demand by Landlord) any incomeall of its right, Rent, title and interest in and to every such award or any interest therein which may be paid in connection therewith, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Termpayment; provided, however, that nothing herein Tenant shall prevent Tenant from pursuing have the right to make a separate claim for its moving expenses and to the extent the award otherwise payable to Landlord shall not be diminished thereby, for any of Tenant’s Property taken. 20.04. If the temporary (i.e., for no more than 180 days) use or occupancy of all or any part of the Premises shall be taken by condemnation or in connection with any other manner for any public or quasi-public use or purpose during the term of this Lease, Tenant shall be entitled, except as hereinafter set forth, to receive that portion of the award or payment for such taking which represents compensation for the use and occupancy of the Premises, for the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs Property and for loss moving expenses, and Landlord shall be entitled to receive that portion which represents reimbursement for the cost of goodwill. 21.2 If a part restoration of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this . This Lease shall be and remain unaffected by such taking, appropriation or conveyance taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay in full all the Fixed Rent payable and Additional Charges when due, except that the Fixed Rent and Additional Charges shall be equitably and proportionately apportioned with respect to any portion of the Premises that Tenant is not able to use during the period of such temporary use or occupancy. If the period of temporary use or occupancy shall extend beyond the Expiration Date of this Lease, that part of the award which represents compensation for the use and occupancy of the Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period up to and including such Expiration Date and Landlord shall receive so much thereof as represents the period after such Expiration Date. All monies paid as, or as part of, an award for temporary use and occupancy for a period beyond the date to which the Fixed Rent and Additional Charges have been paid shall be received, held and applied by TenantLandlord as a trust fund for payment of the Fixed Rent and Additional Charges becoming due hereunder. 20.05. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion a taking of any award that represents compensation for loss less than the whole of the Building and/or the Land which does not result in termination of this use Lease, or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking for a temporary use or occupancy of all or any part of the PremisesPremises which does not result in a termination of this Lease, (a) Landlord, at its expense, and whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Building and the Premises (other than those parts of the Premises which are deemed Landlord’s property pursuant to Section 12.01 hereof and Tenant’s Property) to substantially their former condition to the extent that the same may be feasible (subject to reasonable changes which Landlord shall deem desirable) and so as to constitute a complete and rentable Building and Premises and (b) Tenant, at its expense, and whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Premises which are deemed Landlord’s property pursuant to Section 12.01 hereof and Tenant’s Property, to substantially their former condition to the extent that the same may be feasible, subject to reasonable changes which shall be deemed Alterations.

Eminent Domain. 21.1 20.01. If the entire Premiseswhole of the Building or the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose, this lease and the term and estate hereby granted shall terminate as of the date of vesting of title on such taking (herein called the "Date of the Taking"), and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such date. 20.02. If twenty-five (25%) percent or more of the Premises shall be so taken and the remaining area of the Premises shall not be sufficient, in Tenant's reasonable judgment, for Tenant to continue the normal operation of its business, or enough thereof so as if permanent access to render the balance thereof not reasonably usable for the conduct of Tenant’s businessPremises or Building shall be taken, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto Tenant may terminate this Lease lease by serving written giving Landlord notice upon the other party hereto to that effect within thirty ninety (3090) days thereafterafter the Date of the Taking. If This lease shall terminate on the date set forth in such notice from Tenant to Landlord, which date shall be no more than ninety (90) days after the date such notice is given, and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such termination date, except that with respect to any substantial portion of the Premises which is the subject of the taking, if earlier, as of the Date of the Taking. Upon such partial taking and this lease continuing in force as to any part of the Project excluding Premises, the Premises is taken or appropriated by a governmental agency under Fixed Rent and Additional Charges shall be adjusted according to the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Leaserentable area remaining. 20.03. In either event, Landlord shall be entitled to receive (the entire award or payment in connection with any taking without deduction therefrom for any estate vested in Tenant by this lease and Tenant shall assign receive no part of such award except as hereinafter expressly provided in this Article 20. Tenant hereby expressly assigns to Landlord upon demand by Landlord) any incomeall of its right, Rent, title and interest in and to every such award or any interest therein which may be paid in connection therewith, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Termpayment; provided, however, that nothing herein Tenant shall prevent Tenant from pursuing have the right to make a separate award in connection with claim for the taking value of Tenant’s removable tangible personal property placed in 's moving expenses, and for any of Tenant's Property and any of Tenant's furniture, fixtures and equipment taken and, if the Premises solely at Tenant’s expenseprovisions of Section 20.05 apply, for the cost of Tenant’s relocation costs and for loss of goodwill's restoration obligations thereunder. 21.2 (a) If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of all or any part of the Premises (shall be taken by condemnation or in any other manner for a period not to exceed 60 days) is taken any public or appropriated by a governmental agency under the power of eminent domain quasi-public use or conveyed in lieu thereof purpose during the Lease Termterm of this lease, Tenant shall be entitled to receive the entire award or payment for such taking. Unless this lease shall be terminated as provided in Section 20.04(b) or Section 20.04(c), this Lease lease shall be and remain unaffected by such taking, appropriation or conveyance taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay in full all the Fixed Rent payable and Additional Charges when due. If the period of temporary use or occupancy shall extend beyond the Expiration Date of this lease, that part of the award which represents compensation for the use and occupancy of the Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period up to and including such Expiration Date and Landlord shall receive so much thereof as represents the period after such Expiration Date. All monies paid as, or as part of, an award for temporary use and occupancy for a period beyond the date to which the Fixed Rent and Additional Charges have been paid shall be received, held and applied by Landlord as a trust fund for payment of the Fixed Rent and Additional Charges becoming due hereunder. (b) If the period of any taking of the temporary use and occupancy of fifty percent (50%) or more of the rentable area of any Office Floor or fifty percent (50%) or more of the rentable area of the entire Premises (a "Temporary Taking Period") shall exceed twelve (12) months, Tenant may terminate this lease with respect to (x) the portion of such Office Floor or the portion of the entire Premises so taken, (y) the entirety of any such Office Floor or (z) the entirety of the Premises, as the case may be. In the event that Tenant becomes entitled to terminate this lease in whole or in part pursuant to the preceding sentence, Tenant may do so by giving a notice to such effect to Landlord at any time following the date on which Tenant becomes so entitled but prior to the date on which the Temporary Taking Period ends, and unless the Temporary Taking Period shall end prior to the expiration of thirty (30) days from Tenant's giving of such notice, this lease and the term and estate hereby granted (with respect to the entire Premises or the portion thereof designated in Tenant's notice) shall terminate as of such thirtieth (30th) day with the same force and effect as if such date were the Expiration Date specified herein with respect to the entire Premises or such portion thereof. (c) In the event that it shall be determined or the parties shall receive notice that the Temporary Taking Period with respect to fifty percent (50%) or more of the rentable area of any Office Floor or fifty percent (50%) or more of the rentable area of the entire Premises is expected to exceed the shorter of (x) eighteen (18) months and (y) the remainder of the term of this lease (as the same may have theretofore been extended in accordance with Article 36), Tenant shall have the right, within sixty (60) days after the date of such determination or notice, as applicable, to terminate this lease with respect to (i) the portion of such Office Floor or the portion of the entire Premises so taken, (ii) the entirety of any such Office Floor or (iii) the entirety of the Premises, as the case may be, and on the date set forth in such notice, which shall not in any event be more than ninety (90) days after the giving of such notice, this lease will terminate (with respect to the entire Premises or the portion thereof designated in Tenant's notice) as if such date were the Expiration Date specified herein with respect to the entire Premises or such portion thereof. 20.05. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion a taking of any award that represents compensation for loss less than the whole of the Building and/or the Land which does not result in termination of this lease, or in the event of a taking for a temporary use or occupancy of all or any part of the Premises during the Lease Termwhich does not result in a termination of this lease, (a) Tenant, at its expense, and Landlord whether or not any award or awards shall be entitled sufficient for the purpose, shall proceed with reasonable diligence to receive repair the remaining parts of the Building and the Premises to substantially their former condition to the extent that the same may be feasible (subject to reasonable changes which Tenant shall deem desirable) and so as to constitute a complete and rentable Building and (b) Tenant, at its expense, shall proceed with reasonable diligence (i) at Tenant's option, to repair all or such portions of Tenant's Property as Tenant may elect to repair and (ii) at Tenant's option, to be exercised separately with respect to each floor of the Premises, either: (A) repair the remaining parts of the Leasehold Improvements on such floor as shall, at a minimum, result in a usable open floor plan, including, without limitation, ceiling, lighting and floor coverings and any and all parts of the Leasehold Improvements which are required to be installed therein to permit such floor to be used in compliance with applicable Legal Requirements; or (B) demolish the Leasehold Improvements located on such floor. Notwithstanding anything to the contrary contained herein, in the event of any taking pursuant to this Section 20.3, the entire award received by Landlord pursuant to Section 20.3 shall be held in trust by Landlord for the benefit of Tenant and paid to Tenant for application to the cost of restoration of the Base Elements in accordance with this Section 20.5 and subject to the provisions of Section 20.3, the balance of such award, if any remaining after such application, shall belong to Landlord. 20.06. To the extent that it is inconsistent with the above, each party hereto hereby waives The provisions of Section 35.04 regarding Force Majeure Causes shall have no applicability to the provisions of Section 1265.130 this Article 20, and in no event will any of the California Code time periods set forth in this Article 20 be extended as the result of Civil Procedure allowing either party to petition a court to terminate this Lease in the event of a partial taking of the PremisesForce Majeure Causes.

Eminent Domain. 21.1 If the entire Premises, whole of the Property or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, Building is taken by condemnation or appropriated in any other manner for any public or quasi-public purpose, this Lease shall terminate as of the date of vesting of title in the condemning authority (the "Date of Taking"), and the Rent shall be prorated to the Date of Taking. If any part of the Building or Property is so taken, this Lease shall be unaffected by a governmental agency under the power of eminent domain or conveyed such taking, except that (i) Landlord, in lieu thereofLandlord's sole discretion, either party hereto may terminate this Lease by serving written notice upon the other party hereto to Tenant within thirty ninety (3090) days thereafter. If any substantial part after the Date of Taking, and (ii) if 20% or more of the Project excluding the Demised Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in taken and the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the remaining area of the entire Demised Premises. 21.3 Notwithstanding anything , in Tenant's reasonable estimation, shall not be reasonably sufficient for Tenant to continue operation of Tenant's business, Tenant may terminate this Lease by notice to Landlord within ninety (90) days after the Date of Taking. This Lease shall terminate on the thirtieth (30th) day after any such notice by Landlord or Tenant, by which date Tenant shall vacate and surrender the Demised Premises to Landlord, and in which case the Rent shall be prorated to such date as Tenant vacates the Demised Premises by reason of such taking. If this Lease continues in force upon such partial taking, the Rent and Tenant's Proportionate Share of Landlord's Electrical Expense, Operating Expense Increases and Real Estate Tax Increases shall be equitably adjusted according to the contrary contained in this Article 21, if the temporary use or occupancy of any part rentable area of the Demised Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under and the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by Building remaining after such partial taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary takingtaking as set forth in the immediately preceding subsection, appropriation all of the proceeds of any award, judgment or conveyance, Tenant settlement payable by the condemning authority shall be entitled to receive that portion and remain the sole and exclusive property of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease TermLandlord, and Landlord shall be entitled Tenant hereby assigns all of Tenant's right, title and interest in and to receive the balance of any such award, judgment or settlement to Landlord. To Tenant, however, shall have the right (to the extent that it is inconsistent with the abovesame shall not reduce or prejudice any award, each party hereto hereby waives judgment or settlement to Landlord) to claim from the provisions of Section 1265.130 of the California Code of Civil Procedure allowing either party condemning authority ( but not from Landlord) such compensation as may be recoverable by Tenant in Tenant's own right for moving expenses and damage to petition a court to terminate this Lease in the event of a partial taking of the PremisesTenant's property.

Eminent Domain. 21.1 Section 1 1.1 If the whole of the Real Property, the Building or the Premises shall be acquired or condemned for any public or quasi-public use or purpose, 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. If only a part of the Real Property (comprised of at least thirty percent (30%) of the rentable area of the Building) and not the entire Premises shall be so acquired or condemned then, (1) except as hereinafter provided in this Section 11.1, this Lease and the Term shall continue in force and effect, but, if a part of the Premises is included in the part of the Real Property so acquired or condemned, from and after the date of the vesting of title, (x) the Fixed Rent and the Space Factor shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation, (y) Tenant’s Share shall be redetermined based upon the proportion in which the ratio between the rentable area of the Premises remaining after such acquisition or condemnation bears to the rentable area of the Building remaining after such acquisition or condemnation, and (z) the security deposit pursuant to Article 31 below shall be reduced in the same proportion that the Fixed Rent and Space Factor are reduced; (2) whether or not the Premises shall be affected thereby, Landlord, at Landlord’s option, may give to Tenant, within sixty (60) days next following the date upon which Landlord shall have received notice of vesting of title, a thirty (30) days’ notice of termination of this Lease if Landlord shall elect to terminate leases (including this Lease), affecting at least fifty percent (50%) of the rentable area of the Building (excluding any rentable area leased by Landlord or its Affiliates); and (3) if the part of the Real Property so acquired or condemned shall contain more than fifteen percent (15%) of the total area of the Premises immediately prior to such acquisition or condemnation, or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to the Premises, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant, at Tenant’s businessoption, may give to Landlord, within sixty (60) days next following the date upon which Tenant shall have received notice of vesting of title, a thirty (30) days’ notice of termination of this Lease. If any such thirty (30) days’ notice of termination is taken given by Landlord or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereofTenant, either party hereto may terminate this Lease by serving written notice and the Term shall come to an end and expire upon the other party hereto within \ expiration of said thirty (30) days thereafter. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking same effect as if the date of Tenant’s removable tangible personal property placed in expiration of said thirty (30) days were the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 Expiration Date. If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in so acquired or condemned and this Lease and the proportion that the portion of the Premises so taken, appropriated or conveyed bears Term shall not be terminated pursuant to the area foregoing provisions of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21Section 1 1.1, if the temporary use or occupancy of any Landlord, at Landlord’s expense, shall restore that part of the Premises not so acquired or condemned to a self-contained rental unit inclusive of Tenant’s Alterations (for a period not other than Specialty Alterations), except that if such acquisition or condemnation occurs prior to exceed 60 days) is taken or appropriated by a governmental agency under completion of the power of eminent domain or conveyed in lieu thereof during the Lease TermInitial Alterations, this Lease Landlord shall only be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue required to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive restore that portion of any award that represents compensation for loss of this use or occupancy part of the Premises during not so acquired or condemned to a self-contained rental unit exclusive of Tenant’s Alterations. Upon the termination of this Lease Term, and Landlord shall be entitled the Term pursuant to receive the balance of such award. To the extent that it is inconsistent with the above, each party hereto hereby waives the provisions of this Section 1265.130 11.1, the Rental shall be apportioned and any prepaid portion of the California Code of Civil Procedure allowing either party Rental for any period after such date shall be refunded by Landlord to petition a court to terminate this Lease in the event of a partial taking of the PremisesTenant.

Eminent Domain. 21.1 a. If all of the entire Premises, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, Premises is taken by any public or appropriated by a governmental agency quasi-public authority under the power of eminent domain domain, or conveyed any agreement in lieu thereofthereof (a “taking”), this Lease shall terminate as to the portion of the Premises taken effective as of the date of taking. If more than twenty-five percent (25%) of the rentable square feet of the Premises is taken, or if access to the Premises is substantially impaired, in each case for a period in excess of one hundred eighty (180) days, either party hereto may shall have the option to terminate this Lease by serving written notice effective as of the date possession is required to be surrendered to the authority; provided, however, that Tenant’s right to terminate this Lease is conditioned upon the other party hereto within thirty (30) days thereafter. If any substantial part remaining portion of the Project excluding Premises being of such size or configuration that such remaining portion of the Premises is taken unusable or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Leaseuneconomical for Tenant’s business. In either event, Landlord shall receive (and Tenant shall assign be entitled to Landlord upon demand by Landlord) any all compensation, damages, income, Rent, award or any rent awards and interest therein thereon whatsoever which may be paid or made in connection therewith, with any taking and Tenant shall have no claim against Landlord or any governmental authority for any part of any sum so paid, whether or not attributable to the value of any unexpired Term of this Lease or of any of the unexpired Lease Termimprovements or Alterations in the Premises; provided, however, that nothing herein the foregoing shall prevent not prohibit Tenant from pursuing prosecuting a separate award in connection with claim against the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, authority for an amount separately designated for Tenant’s relocation costs and expenses or the interruption of or damage to Xxxxxx’s business or as compensation for loss of goodwill. 21.2 If a part of Xxxxxx’s personal property, trade fixtures, Alterations or other improvements paid for by Tenant so long as any award to Tenant will not reduce the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects award to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by TenantLandlord. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking of the PremisesPremises which does not result in a termination of this Lease, the Monthly Rent and Additional Rent under Paragraphs 5 and 7 hereunder shall be equitably reduced. If all or any material part of the Real Property other than the Premises is taken, Landlord may terminate this Lease upon written notice to Tenant given within ninety (90) days after the date of taking. b. Notwithstanding the foregoing, if all or any portion of the Premises is taken for a period of time of one (1) year or less ending prior to the end of the Term of this Lease, this Lease shall remain in full force and effect and Tenant shall continue to pay all rent and to perform all of its obligations under this Lease; provided, however, that Tenant shall be entitled to all compensation, damages, income, rent awards and interest thereon that is paid or made in connection with such temporary taking of the Premises (or portion thereof), except that any such compensation in excess of the rent or other amounts payable to Landlord hereunder shall be promptly paid over to Landlord as received. c. Landlord and Tenant each hereby waive the provisions of California Code of Civil Procedure Section 1265.130 and any other applicable existing or future Legal Requirement providing for, or allowing a party to petition the courts of the state in which the Real Property is located for a termination of this Lease upon a partial taking of the Premises and/or the Building.

Eminent Domain. 21.1 Section 14.1 If the whole of the Real Property, the Building or the Premises is acquired or condemned for any public or quasi-public use or purpose, 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 Fixed Expiration Date. If only a part of the Real Property and not the entire Premises is so acquired or condemned then, (1) except as hereinafter provided in this Section 14.1, this Lease and the Term shall continue in effect but, if a part of the Premises is included in the part of the Real Property so acquired or condemned, from and after the date of the vesting of title, the Fixed Rent and Tenant’s Share shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation; (2) Landlord, at Landlord’s option, may give to Tenant, within sixty (60) days next following the date upon which Landlord receives notice of vesting of title, a sixty (60) day notice of termination of this Lease (so long as Landlord terminates all other leases, if any, of office space in the Building); and (3) if the part of the Real Property so acquired or condemned contains more than fifteen (15%) percent of the total area of the Premises immediately prior to such acquisition or condemnation, or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable access to the Premises, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant, at Tenant’s businessoption, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereofmay give to Landlord, either party hereto may terminate this Lease by serving written notice upon the other party hereto within thirty sixty (3060) days thereafternext following the date upon which Tenant receives notice of vesting of title, a sixty (60) day Notice of termination of this Lease. If any substantial part such sixty (60) day Notice of termination is given, by Landlord or Tenant, this Lease and the Project excluding Term shall come to an end and expire upon the Premises is taken or appropriated by a governmental agency under the power expiration of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, Landlord shall receive said sixty (and Tenant shall assign to Landlord upon demand by Landlord60) any income, Rent, award or any interest therein which may be paid in connection therewith, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection days with the taking same effect as if the date of Tenant’s removable tangible personal property placed in expiration of said sixty (60) days were the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 Fixed Expiration Date. If a part of the Premises is so takenacquired or condemned and this Lease and the Term are not terminated pursuant to the foregoing provisions of this Section 14.1, appropriated Landlord, at Landlord’s cost and expense, shall restore that part of the Premises not so acquired or conveyed by condemned to a governmental agencyself-contained rental unit, exclusive of Tenant’s Alterations, Tenant’s leasehold Improvements and neither party hereto elects Tenant’s Property. In the event of any termination of this Lease and the Term pursuant to terminate the provisions of this LeaseSection 14.1, then Base the Fixed Rent and Additional Rent payable hereunder shall be abated in apportioned as of the proportion that the date of sooner termination and any prepaid portion of the Premises so taken, appropriated Fixed Rent or conveyed bears Escalation Rent for any period after such date shall be refunded by Landlord to Tenant. Section 14.2 In the area event of any such acquisition or condemnation of all or any part of the Real Property, Landlord shall be entitled to receive the entire Premises. 21.3 Notwithstanding anything award for any such acquisition or condemnation. Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term and Tenant hereby expressly assigns to the contrary Landlord all of its right in and to any such award. Nothing contained in this Article 21Section 14.2 shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for the value of any Tenant’s Property or Alterations paid by Tenant included in such taking, if and for any moving expenses, so long as Landlord’s award is not reduced thereby. Section 14.3 If the temporary use whole or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken acquired or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof condemned temporarily during the Lease TermTerm for any public or quasi-public use or purpose, this Lease Landlord and Tenant shall give prompt Notice thereof to the other party and the Term shall not be and remain unaffected by such taking, appropriation reduced or conveyance affected in any way and Tenant shall continue to pay in full all Rent items of Rental payable by Tenant. In Tenant hereunder without reduction or abatement, as long as Tenant obtains the event of any award for such temporary takingcondemnation, appropriation or conveyance, it being agreed that only Tenant shall be entitled to receive that portion of any award or payments for such use, provided, however, that represents compensation if the acquisition or condemnation is for loss of this use a period extending beyond the Term, such award or occupancy payment shall be apportioned between Landlord and Tenant as of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking of the PremisesExpiration Date.

Eminent Domain. 21.1 If 21.1. Except as otherwise provided in Section 21.5, if the entire whole of the Building or the Premises is taken by condemnation or in any other manner for any public or quasi-public use or purpose, this Lease shall terminate as of the date of vesting of title on such taking ("Date of Taking"), and Fixed Rent and any Additional Charges payable under Article 4 and Article 5 shall be prorated and adjusted as of such date. Landlord shall give Tenant notice of any such condemnation proceedings within 10 days after Landlord receives notice of same. 21.2. Except as otherwise provided in Section 21.5, if any part of the Building or the Land is so taken, this Lease shall be unaffected by such taking, except that (a) if leases (including this Lease) covering 50% of the rentable square feet in the Building are being cancelled, Landlord or Tenant may, at its option, terminate this Lease by giving the other party notice to that effect within 90 days after the Date of Taking, and (b) if 10% or more of the Premises is so taken and the remaining area of the Premises is not reasonably sufficient (in Tenant's reasonable judgment) for Tenant to continue a viable operation of its business, or if by reason of such acquisition Tenant no longer has a reasonable means of access to the Premises, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto Tenant may terminate this Lease by serving written giving Landlord notice upon to that effect within 90 days after the other party hereto within thirty (30) days thereafterDate of Taking. If any substantial part of This Lease shall terminate on the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, date that such notice from Tenant to Landlord shall receive (and be given or 90 days after the date such notice from Landlord to Tenant shall assign to Landlord upon demand by Landlord) any incomebe given, Rent, award or any interest therein which as the case may be paid in connection therewithbe, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Fixed Rent and Additional Rent payable hereunder Charges shall be abated in the proportion that the portion prorated and adjusted as of the Premises so taken, appropriated or conveyed bears to the area earlier of the entire Premises. 21.3 Notwithstanding anything (i) Date of Taking or (ii) such termination. Upon such partial taking and this Lease continuing in force as to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease TermPremises, this Lease Fixed Rent, Tenant's Tax Percentage, and Tenant's Operating Percentage shall be and remain unaffected by such takingequitably adjusted according to the rentable area remaining. 21.3. Except as otherwise provided in Section 21.5, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance entire award or payment in connection with any taking without deduction therefrom for any estate vested in Tenant by this Lease or otherwise and Tenant shall receive no part of such award. To the extent that it Tenant hereby assigns to Landlord all of Tenant's right, title and interest in and to all such awards or payments. The foregoing, however, shall not preclude Tenant from recovering a separate award for Tenant's moving expenses, loss of business and Tenant's Property if such award does not reduce and is inconsistent with the above, each party hereto hereby waives the provisions of Section 1265.130 not payable out of the California Code of Civil Procedure allowing either party to petition a court to terminate this Lease award for the Property. 21.4. Except as otherwise provided in Section 21.5, in the event of a partial any taking of less than the whole of the Building and/or Land which does not result in termination of this Lease, Landlord, whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Building (other than Tenant's Property) to substantially their former condition to the extent that same is feasible (subject to reasonable changes which Landlord deems reasonably necessary and desirable) and so as to constitute the Building complete and tenantable. Landlord shall use reasonable efforts to minimize interference with Tenant's business in the Premises during the performance of any such repairs. 21.5. If the temporary use or occupancy of all or any part of the Premises is taken by condemnation or in any other manner for any public or quasi-public use or purpose, this Lease and the Term shall remain unaffected by such taking and Tenant shall continue to be responsible for all of its obligations under this Lease (except to the extent prevented from so doing by reason of such taking). In such event, the Fixed Rent and any Additional Charges payable under Article 4 and Article 5 shall be reduced for the period of such taking, in the proportion that the part of the Premises so taken bears to the total area of the Premises. Landlord shall be entitled to claim, prove and receive the entire award.

Eminent Domain. 21.1 25.1 If the entire whole of the Premises shall be acquired or condemned for any public or quasi-public use or purpose, this Lease and the Lease Term shall end as of the date of the vesting of title with the same effect as if said date were the date of expiration of the Lease Term. If only a part of the Premises shall be so acquired or condemned, then, except as otherwise provided in this Article, this Lease and the Lease Term shall continue in force and effect but, from and after the date of the vesting of title, the Base Rent shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation. 25.2 If any part of the Building shall be acquired or condemned for any public or quasi-public use or purpose, and by reason of such acquisition or condemnation, Landlord, in Landlord's reasonable judgment, deems it necessary for the soundest use of the land upon which the Building is situated to terminate this Lease, then (except in the case of a di minimis acquisition which has no effect on the operation of the Building), whether or not the Premises shall be affected thereby, Landlord, at Landlord's option, may give to Tenant, at any time thereafter, fifteen (15) days' notice of termination of this Lease. If the part of the Building so acquired or condemned shall contain more than ten percent (10%) of the total area of the Premises immediately prior to such acquisition or condemnation, or if Tenant no longer has reasonable means of access to the Premises, or enough thereof if more than twenty-five per cent (25%) of the office space available for lease in the Building shall be so as acquired or condemned, then, in any such event, Tenant, at Tenant's option, may give to render the balance thereof not reasonably usable for the conduct of Tenant’s businessLandlord, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice upon the other party hereto within thirty sixty (3060) days thereafter. If any substantial part next following the date upon which Tenant shall have received notice of the Project excluding the Premises is taken or appropriated by a governmental agency under the power vesting of eminent domain or conveyed in lieu thereoftitle, Landlord may so terminate fifteen (15) days' notice of termination of this Lease. In either eventthe event any such fifteen (15) day notice of termination is given, by Landlord or Tenant, this Lease and the Lease Term shall come to an end and expire upon the expiration of said fifteen (15) days with the same effect as if the date of expiration of said fifteen (15) days were the date for the expiration of the Lease Term. In the event of any termination of this Lease pursuant to the provisions of this Section, the Base Rent and additional rent shall be apportioned as of the date of such termination and any prepaid portion of Base Rent and additional rent for any period after such date shall be refunded by Landlord to Tenant. 25.3 If a part of the Premises shall be so acquired or condemned and this Lease and the Lease Term shall not be terminated pursuant to the foregoing provisions, Landlord, at Landlord's expense, shall restore that part of the Premises not acquired or condemned as nearly as practicable to its condition prior to such acquisition or condemnation, but Landlord shall have no obligation to repair or restore any of Tenant's leasehold improvements or trade fixtures. Notwithstanding the foregoing, Landlord shall receive (and Tenant shall assign not have any obligation whatsoever to Landlord upon demand by Landlord) restore the Premises unless the condemnation award, if any, is sufficient to cover the cost of such restoration. 25.4 In the event of any income, Rent, award acquisition or condemnation of all or any interest therein which may part of the Building (including, without limitation, all or part of the Premises), Landlord shall be paid in connection therewithentitled to receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for any part of any sum so paid, whether or not attributable to the value of the any unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Ten ant hereby expressly assigns to Landlord shall be entitled all of its right in and to receive the balance of any such award. To Nothing herein contained shall be deemed to pre clude Tenant from making an application for an award for the value of the trade fixtures and leasehold improvements at the Premises, to the extent that it is inconsistent with the aboveowned by Tenant, 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 taking of the Premisesor for Tenant's relocation expenses.

Eminent Domain. 21.1 20.01. If the entire Premiseswhole of the Building shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose, this Lease and the term and estate hereby granted shall terminate as of the date of vesting of title on such taking (herein called "Date of the Taking"), and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such date. 20.02. If more than forty (40%) percent of the Building shall be so taken, this Lease shall be unaffected by such taking, except that either Landlord or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant may, at Landlord's or Tenant’s business's option, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice upon giving the other party hereto notice to that effect within thirty ninety (3090) days thereafterafter the Date of the Taking. If This Lease shall terminate on the date specified in such notice from Landlord or Tenant to the other, provided that such date shall be not more than ninety (90) days after the giving of such notice, and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such termination date. Upon such partial taking and this Lease continuing in force as to any substantial part of the Project excluding Premises, the Fixed Rent shall be reduced: (i) in the proportion that the area of the Office Premises is taken or appropriated by a governmental agency under bears to the power total area of eminent domain or conveyed the Office Premises and (ii) in lieu thereof, Landlord may so terminate this Leasethe proportion that the area of the Retail Premises taken bears to the total area of the Retail Premises. 20.03. In either event, Landlord shall be entitled to receive (the entire award or payment in connection with any taking without deduction therefrom for any estate vested in Tenant by this Lease and Tenant shall assign receive no part of such award except as hereinafter expressly provided in this Article 20. Tenant hereby expressly assigns to Landlord upon demand by Landlord) any incomeall of its right, Rent, title and interest in and to every such award or any interest therein which may be paid in connection therewith, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Termpayment; provided, however, that nothing herein Tenant shall prevent Tenant from pursuing have the right to make a separate claim for its moving expenses and to the extent the award in connection with the taking otherwise payable to Landlord shall not be diminished thereby, for any of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill's Property taken. 21.2 20.04. If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of all or any part of the Premises (shall be taken by condemnation or in any other manner for a period not to exceed 60 days) is taken any public or appropriated by a governmental agency under the power of eminent domain quasi-public use or conveyed in lieu thereof purpose during the Lease Termterm of this Lease, this Tenant shall be entitled, except as hereinafter set forth, to receive that portion of the award or payment for such taking which represents compensation for the use and occupancy of the Premises, for the taking of Tenant's Property and for moving expenses, and Landlord shall be entitled to receive that portion which represents reimbursement for the cost of restoration of the Premises. This Lease shall be and remain unaffected by such taking, appropriation or conveyance taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay in full all the Fixed Rent payable and Additional Charges when due. If the period of temporary use or occupancy shall extend beyond the Expiration Date of this Lease, that part of the award which represents compensation for the use and occupancy of the Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period up to and including such Expiration Date and Landlord shall receive so much thereof as represents the period after such Expiration Date. All monies paid as, or as part of, an award for temporary use and occupancy for a period beyond the date to which the Fixed Rent and Additional Charges have been paid shall be received, held and applied by TenantLandlord as a trust fund for payment of the Fixed Rent and Additional Charges becoming due hereunder, and if Landlord fails to apply such funds against the Fixed Rent and Additional Charges becoming due hereunder and such failure continues for twenty (20) days after Tenant has notified Landlord and any Superior Mortgagee or Superior Lessor whose name and address shall have previously have been furnished to Tenant of such fact, then Tenant shall have the right to offset the amount of such funds against the Fixed Rent and Additional Charges thereafter becoming due hereunder. 20.05. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion a taking of any award that represents compensation for loss less than the whole of the Building and/or the Land which does not result in termination of this use Lease, or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking for a temporary use or occupancy of all or any part of the Premises.Premises which does not result in a termination of this Lease, (a) Landlord, at its expense, and whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Building (other than Tenant's Property) to substantially their former condition to the extent that the same may be feasible (subject to reasonable changes which Landlord shall deem desirable) and so as to constitute a complete and rentable Building and (b) Tenant, at its expense, and whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair Tenant's Property to substantially its former condition to the extent that the same may be feasible, subject to reasonable changes which shall be deemed Alterations. 100

Eminent Domain. 21.1 If a material part of the entire Premises, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, Premises is taken or appropriated for a period in excess of one hundred eighty (180) days by a governmental agency under exercise of the power of eminent domain before the Commencement Date or conveyed in lieu thereofduring the Lease Term, either party hereto may terminate this Lease Landlord and Tenant each shall have the right, by serving giving written notice upon to the other party hereto within thirty (30) days thereafter. If any substantial part after the date of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereofsuch taking, Landlord may so to terminate this Lease. In If either eventLandlord or Tenant exercises such right to terminate this Lease in accordance with this section 21.1, Landlord this Lease 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 for any part of any sum so paid, whether or not attributable to the value terminate as of the unexpired date of such taking. If neither Landlord nor Tenant exercises such right to terminate this Lease Term; providedin accordance with this section 21.1, however, that nothing herein shall prevent Tenant from pursuing or if less than a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a material part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects this Lease shall terminate as to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken as of the date of such taking and shall remain in full force and effect as to the portion of the Premises not so taken, appropriated or conveyed and the Base Rent and amounts payable under sections 3.1(b) and 3.1(c) hereof shall be reduced as of the date of such taking in the proportion that the usable area of the Premises so taken bears to the total usable area of the entire PremisesPremises (but the Allowance Rent shall not be reduced). If all of the Premises is taken by exercise of the power of eminent domain before the Commencement Date or during the Lease Term, this Lease shall terminate as of the date of such taking. 21.2 If all or any part of the Premises is taken by exercise of the power of eminent domain, all awards, compensation, damages, income, rent and interest payable in connection with such taking shall, except as expressly set forth in this section 21.2, be paid to and become the property of Landlord, and Tenant hereby assigns to Landlord all of the foregoing. Without limiting the generality of the foregoing, Tenant shall have no claim against Landlord or the entity exercising the power of eminent domain for the value of the leasehold estate created by this Lease or any unexpired Lease Term. Tenant shall have the right to claim and receive directly from the entity exercising the power of eminent domain only the share of any award determined to be owing to Tenant for the taking of improvements installed in the portion of the Premises so taken by Tenant at Tenant's sole cost and expense based on the unamortized cost paid by Tenant for such improvements, for the taking of Tenant's movable furniture, equipment, trade fixtures and personal property, for loss of goodwill, for interference with or interruption of Tenant’s business, or for removal and relocation expenses, but only if such share does not reduce the amount otherwise payable to Landlord. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if in the event of a temporary use taking of all or occupancy of any part portion of the Premises (for a period not to exceed 60 daysof one hundred and eighty (180) is taken days or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Termless, then this Lease shall be not terminate but the Base Rent and remain unaffected by such taking, appropriation or conveyance amounts payable under sections 3.1(b) and Tenant shall continue to pay in full all Rent payable by Tenant. In 3.1(c) hereof (but not the event of any such temporary taking, appropriation or conveyance, Tenant Allowance Rent) shall be entitled abated for the period of such taking in proportion to receive the ratio that portion the amount of any award that represents compensation for loss of this use or occupancy rentable square feet of the Premises during taken bears to the Lease Term, and total rentable square feet of the Premises. Landlord shall be entitled to receive the balance entire award made in connection with any such temporary taking. 21.4 As used in this Article 21, a “taking” means the acquisition of such awardall or part of the Premises for a public use by exercise of the power of eminent domain and the taking shall be considered to occur as of the earlier of the date on which possession of the Premises (or part so taken) by the entity exercising the power of eminent domain is authorized as stated in an order for possession or the date on which title to the Premises (or part so taken) vests in the entity exercising the power of eminent domain. To the extent that it is inconsistent with the above, each party hereto Tenant hereby waives the provisions of Section any and all rights it might otherwise have pursuant to 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 taking of the PremisesProcedure.

Eminent Domain. 21.1 Section 13.01 If more than fifty percent (50%) of the entire Demised Premises, fifty percent (50%) of the existing access to or from the Demised Premises, or enough fifty percent (50%) of the parking available at the Demised Premises shall be taken for any public or quasi-public use under any statute or by right of eminent domain, or by purchase in lieu thereof so as to render and such taking makes the balance thereof not reasonably usable Demised Premises unusable for the conduct purposes set forth in Article IV, then this Lease shall terminate as of Tenant’s businessthe date that possession has been so taken (the "Vesting Date"). (a) In the event of a taking of less than or equal to fifty percent (50%) of the Demised Premises, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto Tenant may elect to terminate this Lease and not restore such Demised Premises if, by serving reason of the taking, the taking shall result in a diminution in value of more than 20% of the Demised Premises and as a result of such taking Tenant’s business at the Demised Premises has been materially and adversely affected. Tenant’s business at the Demised Premises will be deemed materially adversely affected only if there is (i) a taking of a portion of the Building located at the Premises making reconfiguration uneconomical, (ii) a taking of access to the Demised Premises in which an alternative access provides significantly reduced traffic counts (iii) a taking of a significant number of parking spaces where alternative parking spaces are not available, or (iv) a taking that would preclude use of the Property for its current use under applicable zoning or other use regulations. (b) In the event Tenant elects by reason of any of the foregoing events described in this Article XIII to terminate the Lease as to a Demised Premises (“Condemned Property”), Tenant shall give written notice upon the other party hereto to Landlord of its intention to so terminate within thirty ninety (3090) days thereafter. If any substantial part after formal notice of the Project excluding proposed taking is given to Tenant, and this Lease shall terminate as of the Premises last day of the calendar month following the month in which such notice is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Leasegiven. In either eventthe event the condemning authority revokes or terminates its condemnation proceeding, 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 for any part of any sum so paid, whether or not attributable prior to the value date set for termination of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so takenmay, appropriated or conveyed bears by notice to the area of the entire Premises. 21.3 Notwithstanding anything Tenant, elect to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by rescind such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenanttermination. In the event of such termination, however, Tenant shall pay to Landlord, prior to such termination date, an amount equal to the Fixed Rent and any then accrued Additional Rent payable under this Lease to the date of such temporary takingtermination, appropriation and neither party shall have any further rights or conveyanceliabilities under this Lease (except for rights and liabilities that explicitly survive termination or expiration of the Lease as set forth herein). With respect to any items of Additional Rent which are payable by Tenant in the event of such termination, but which are not then ascertainable, Tenant shall pay to Landlord an amount equal to such Additional Rent as and when the same is determined. The covenants and agreements with respect to the adjustment and payment of items of Additional Rent shall survive the termination of this Lease. Section 13.03 In the event of a taking resulting in the termination of this Lease with respect to a Condemned Property pursuant to the provisions of Sections 13.01 or 13.02, the parties hereto agree to cooperate in applying for and in prosecuting any claim for such taking and further agree that the aggregate net award shall be distributed as follows: (a) Landlord shall be entitled to the entire award for the Condemned Property. (b) Tenant shall be entitled to receive any award that portion may be made for the taking of, or injury to or on account of, any cost or loss Tenant may sustain in the removal of its merchandise, fixtures, moveable trade fixtures and equipment and furnishings, and so long as it does not diminish the amount of the award otherwise available to Landlord for the Condemned Property, the award for loss of business and goodwill. (a) In case of a taking of less than or equal to fifty percent (50%) of the Demised Premises, and if this Lease is not terminated as provided in Section 13.02 above, Tenant shall proceed with diligence (subject to reasonable time periods for purposes of adjustment of any award that represents and unavoidable delays) to repair or reconstruct the affected Building to a complete architectural unit (all such repair, reconstruction and work being referred to in this Article as "Reconstruction Work"). Landlord shall reimburse Tenant for the cost of the Reconstruction Work up to and not exceeding the net compensation amount realized by Landlord as a result of such taking (i.e., the gross amount of the compensation received by Landlord from the taking authority less all reasonable costs and expenses incurred by Landlord in pursuing, prosecuting, and/or recovering its claim to such award). All Reconstruction Work shall be performed pursuant to (and subject to) the requirements for Alterations set forth in Article VI. (b) In case of a taking of less than substantially all of the Demised Premises, and if this Lease is not terminated as provided in Section 13.02 above, the monthly Fixed Rent payable hereunder shall, from and after the date of such taking, be reduced by an amount equal to the product of (i) 1/12 multiplied by (ii) 7% multiplied by (iii) the net condemnation proceeds retained by Landlord after the application of any such proceeds to the repair, restoration or replacement necessitated by the condemnation taking. (c) Tenant shall be entitled to claim, prove and receive in any condemnation proceeding such awards as may be allowed for loss of this use or occupancy business and goodwill, provided such award shall not diminish the amount of the award otherwise available to Landlord for the Demised Premises during hereunder. (d) Any compensation for a temporary taking shall be payable to Tenant without participation by Landlord, except to the proportionate extent such temporary taking extends beyond the end of the Lease Term, and Landlord there shall be entitled to receive the balance no abatement of such award. To 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 Rent as a court to terminate this Lease in the event of a partial taking of the Premisesresult thereof.

Eminent Domain. 21.1 a. If the entire Premiseswhole of the Building or Premises is lawfully taken by condemnation or in any other manner for any public or quasi-public purposes, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice upon shall terminate as of the other party hereto within thirty (30) days thereafterdate of such taking, and Rent shall be prorated to such date. If any substantial part less than the whole of the Project excluding the Premises is taken Building or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated this Lease shall be unaffected by such taking, provided that (i) Tenant shall have the right to terminate this Lease by notice to Landlord given within ninety (90) days after the date of such taking if twenty percent (20%) or conveyed by a governmental agencymore of the Premises is taken and the remaining area of the Premises is not reasonably sufficient for Tenant to continue operation of its business, and neither party hereto (ii) Landlord shall have the right to terminate this Lease by notice to Tenant given within ninety (90) days after the date of such taking. If either Landlord or Tenant so elects to terminate this Lease, then the Lease shall terminate on the thirtieth (30th) day after either such notice. The Rent shall be prorated to the date of termination. If this Lease continues in force upon such partial taking, the Base Rent and Additional Rent payable hereunder Tenant's Proportionate Share shall be abated in equitably adjusted according to the proportion that the portion remaining Rentable Area of the Premises so taken, appropriated or conveyed bears to the area of the entire Premisesand Project. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. b. In the event of any such temporary taking, appropriation partial or conveyancewhole, Tenant all of the proceeds of any award, judgment or settlement payable by the condemning authority shall be entitled to receive that portion the exclusive property of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease TermLandlord, and Tenant hereby assigns to Landlord all of its right, title and interest in any award, judgment or settlement from the condemning authority. Tenant, however, shall be entitled have the right, to receive the balance of such award. To the extent that it Landlord's award is inconsistent with not reduced or prejudiced, to claim from the above, each party hereto hereby waives the provisions of Section 1265.130 of the California Code of Civil Procedure allowing either party condemning authority (but not from Landlord) such compensation as may be recoverable by Tenant in its own right for relocation expenses and damage to petition a court to terminate this Lease in Tenant's personal property. c. In the event of a partial taking of the PremisesPremises which does not result in a termination of this Lease, Landlord shall restore the remaining portion of the Premises as nearly as practicable to its condition prior to the condemnation or taking, but only to the extent of Building Standard Work. Tenant shall be responsible at its sole cost and expense for the repair, restoration and replacement of any other Leasehold Improvements and Tenant's Property.

Eminent Domain. 21.1 If (a) If, during the entire PremisesTerm, all of the Premises shall be taken (or temporarily taken for a period of six (6) months or more) by a public authority under any statute or by right of eminent domain, or enough thereof purchased under threat of such taking, this Lease shall automatically terminate on the date on which the condemning authority takes possession of the Premises (“Date of Taking”). (b) If, during the Term, part of the Building is so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by purchased, and if, in the reasonable opinion of Landlord, substantial alteration or reconstruction of the Building is necessary or desirable as a governmental agency under the power of eminent domain or conveyed in lieu result thereof, either party hereto whether or not the Premises are or may be affected, Landlord shall have the right to terminate this Lease by serving giving Tenant at least thirty (30) days’ written notice upon of such termination, and thereupon this Lease shall terminate on the other party hereto within date set forth in such notice. (c) Notwithstanding the foregoing, if more than one-third (1/3) of the Rentable Area of the Premises of the Parking Spaces are so taken or purchased, Tenant shall have the right to terminate this Lease by giving Landlord notice no later than thirty (30) days thereafter. If any substantial part after the Date of Taking, and thereupon this Lease shall terminate on the last day of the Project excluding month following the Premises month in which notice is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwillgiven. 21.2 (d) If a part portion of the Premises is so taken, appropriated or conveyed by a governmental agencyand no rights of termination herein conferred are timely exercised, and neither party hereto elects the Term of this Lease shall expire with respect to terminate this Leasethe portion so taken on the Date of Taking. In such event, then the Base Rent and any Additional Rent with respect to such portion so taken shall xxxxx on such date or on such later date as Tenant shall deliver possession thereof, and the Base Rent and any Additional Rent thereafter payable hereunder with respect to the remainder of the Premises shall be abated adjusted pro rata by Landlord in order to account for the reduction in the proportion Rentable Area of the Premises. Landlord shall restore and redemise the Premises to the extent required to exclude from the Premises that portion so taken; provided, however, that Landlord’s obligation to restore and redemise the remainder of the Premises shall be limited to the funds available to Landlord from the condemnation award or other consideration paid for the affected portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 dayse) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of Upon any such temporary takingtaking or purchase, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive and retain the balance entire award or consideration for the affected portion of the Building, and Tenant shall not have or advance any claim against Landlord for the value of its property or its leasehold estate or the unexpired Term of the Lease, or for costs of removal or relocation, or business interruption expense or any other damages arising out of such awardtaking or purchase. To Nothing herein shall give Landlord any interest in or preclude Tenant from seeking and recovering for its own account from the extent condemning authority any award or compensation attributable to the taking or purchase of Tenant’s improvements, chattels or trade fixtures, or the removal or relocation of its business and effects, or the interruption of its business; provided that it is inconsistent with any such award or compensation shall not reduce the above, each party hereto hereby waives the provisions of Section 1265.130 amount of the California Code of Civil Procedure allowing award otherwise payable to Landlord. If any such award made or compensation paid to either party specifically includes an award or amount for the other, the party first receiving the same shall promptly account therefor to petition a court to terminate this Lease in the event of a partial taking of the Premisesother.

Eminent Domain. 21.1 If all or any part of the entire Premises, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is System shall be taken or appropriated by a governmental agency under the power of eminent domain proceedings or conveyed conveyance in lieu thereof, either party hereto may terminate this Lease the Net Proceeds realized by serving written notice upon the other party hereto within thirty (30) days thereafter. If any substantial part of District therefrom shall be deposited in a special separate segregated fund, held in trust by the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 therewithDistrict, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable be applied and disbursed by the District subject to the value of following conditions: (a) If such funds are sufficient to provide for the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area payment of the entire Premises. 21.3 Notwithstanding anything principal component of the Installment Payments due or to become due, together with all of the interest due or to become due thereon and prepayment premium thereon, so as to enable the District to prepay and retire the Installment Payments in accordance with Section 9.03 hereof, the District may apply such moneys to such prepayment and to the contrary contained in this Article 21payment of such interest. Pending the application of such proceeds for such purpose, if such moneys may be invested by the temporary use or occupancy of any part District at the direction of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed Seller in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by TenantPermitted Investments. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the The balance of such award. To moneys, if any, may be retained by the extent that it is inconsistent with District and used for any lawful purpose. (b) If the aboveDistrict desires not to apply such proceeds to prepay and retire the Installment Payments, each party hereto hereby waives or if such proceeds are insufficient to provide the provisions moneys required for the purpose set forth in subsection (a) of this Section 1265.130 5.04, the District may send to the Seller by registered mail a written notice of the California Code District advising the Seller of Civil Procedure allowing either party the District’s intent to petition apply such proceeds for one of the following purposes: (i) If such written notice sets forth the District’s intent that the proceeds be applied to the cost of additions, betterments, extensions or improvements to the System, the District shall also send to the Seller a court certificate of a Qualified Engineer showing the loss in annual Revenues, if any, suffered, or to terminate this Lease be suffered, by the District by reason of such eminent domain proceedings, together with a general description of the additions, betterments, extensions or improvements to the System then proposed to be acquired or constructed by the District from such proceeds. If, in the event opinion of the District (evidenced by a Written Certificate of a partial taking District Representative), which shall be final, the additional Revenues to be derived from such additions, betterments, extensions or improvements will sufficiently offset the loss of Revenues resulting from such eminent domain proceedings so that the ability of the PremisesDistrict to meet its obligations hereunder will not be substantially impaired, such proceeds shall be applied as set forth in the request. The District, in reaching such determination, may rely upon the certificate of a Qualified Engineer. The District shall hold such proceeds in trust and apply them to the acquisition or construction of the additions, betterments, extensions or improvements substantially in accordance with such Qualified Engineer’s certificate. Any balance of such proceeds not required by the District for the purposes aforesaid shall be deposited into a separate segregated fund for Operation and Maintenance Expenses. (ii) If such written notice sets forth the District’s intent that such proceeds be transferred into a separate segregated fund for Operation and Maintenance Expenses upon the ground that such eminent domain proceedings have had no effect, or at the most a relatively immaterial effect, upon the security of the Installment Payments, the District shall also send to the Seller a certificate of a Qualified Engineer stating that such eminent domain proceedings have not substantially impaired or affected the operation of the System or the ability of the District to meet all of its obligations hereunder with respect to the payment of the Installment Payments. Upon receipt of such written notice and such Qualified Engineer’s certificate, such proceeds shall be deposited into a separate segregated fund for the Operation and Maintenance Expenses. (c) If such proceeds are not applied to the prepayment and retirement of the Installment Payments in accordance with subsection (a) of this Section 5.04, and the District does not send to the Seller a notice pursuant to subsection (b) of this Section 5.04 within 30 days of its receipt of such proceeds, then the District shall promptly pay such proceeds to the Seller for application as provided for in Section 9.03 hereof.

Eminent Domain. 21.1 12.1 If the entire whole of the Demised Premises, or enough such part thereof so as to will render the balance thereof not reasonably usable remainder unusable for the conduct of Tenant’s businesspermitted use hereunder, is or otherwise materially and adversely affect Tenants business shall be acquired or taken or appropriated by a governmental agency under the power of eminent domain or conveyed similar proceedings for any public or quasi-public use or purpose or by private purchase in lieu thereof; then this Lease and the Term hereof shall automatically cease and terminate as of the earlier to occur of (a) the date of title vesting in such proceedings or (b) the date Tenant is ordered to vacate the Demised Premises and in fact vacates and ceases to use the Demised Premises. In addition, either party hereto if thirty (30%) percent or more of the Parking Area shall be taken within the last two (2) years of the Term, then Tenant may cancel this Lease effective as of the earlier to occur of (a) and (b) above. 12.2 If fifty (50%) percent or more of the square footage of the Building and/or fifty (50%) percent or more of the Parking Area shall be so taken, or if vehicular access to the Parking Area shall be taken without provision being made for reasonable equivalent substitute access, then Tenant shall have the right to terminate this Lease by serving written notice upon the other party hereto within thirty (30) days' prior notice given to the other within sixty (60) days thereafterafter earlier to occur of (a) the date of title vesting in such proceeding or (b) the date Tenant is ordered to vacate the Demised Premises and in fact vacates and ceases to use the Demised Premises and upon the expiration of such thirty (30) day period this Lease shall cease and terminate with the same force and effect as though the date set forth in the said notice were the date herein fixed for the expiration of the Term. 12.3 All rents payable hereunder: (a) with respect to the taken portion of the Demised Premises, shall be paid by the Tenant up to the earlier of the date of title vesting in such proceeding or the actual taking of possession; and (b) with respect to the untaken portion of the Demised Premises, shall be paid by Tenant up to the date this Lease is terminated. If any substantial part of the Project excluding Demised Premises shall be so taken and this Lease shall not be terminated, as aforesaid, then this Lease and all of the Premises is taken or appropriated by a governmental agency under terms and provisions hereof shall continue in full force and effect, except that the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, Landlord shall receive (and Tenant shall assign to Landlord upon demand by Landlord) any income, Fixed Net Rent, award or any interest therein which may and all Additional Rent shall each be paid in connection therewithequitably apportioned and Landlord shall, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value upon receipt of the unexpired Lease Term; award in condemnation, diligently and in good faith make all necessary repairs and alterations (exclusive of Tenant's trade and lighting fixtures, furniture, furnishings, personal property, decorations, signs and contents) to restore the portion of the Demised Premises remaining to as near its former condition as the circumstances will permit, provided, however, that nothing herein Landlord, in any event, shall prevent Tenant from pursuing a separate award not be required to spend for such repairs and alterations an amount in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part excess of the Premises is so taken, appropriated or conveyed amount received by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that Landlord as condemnation damages for the portion of the Demised Premises no so taken, appropriated or conveyed bears and Tenant, at Tenant's expense, shall, at its option, make all necessary repairs and alterations to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21Tenant's trade and lighting fixtures, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Termfurniture, this Lease shall be furnishings, personal property, decorations, signs and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue contents. Tenant's obligation to pay in full all Rent payable by Tenant. In rent shall abate during such period as the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled Leased Premises remain unable to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled bx occupied due to receive the balance of such award. To 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 taking of the Premisescondemnation.

Eminent Domain. 21.1 Section 14.1 If the whole of the Real Property, the Building or the Premises is acquired or condemned for any public or quasi-public use or purpose, 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 Fixed Expiration Date. If only a part of the Real Property and not the entire PremisesPremises is so acquired or condemned then, (1) except as hereinafter provided in this Section 14.1, this Lease and the Term shall continue in effect but, if a part of the Premises is included in the part of the Real Property so acquired or enough thereof so as to render condemned, from and after the balance thereof not reasonably usable for date of the conduct vesting of title, the Fixed Rent and Tenant’s businessShare shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation; (2) Landlord, is taken at Landlord’s option, may give to Tenant, within sixty (60) days next following the date upon which Landlord receives notice of vesting of title, a sixty (60) day notice of termination of this Lease; and (3) if the part of the Real Property so acquired or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice upon the other party hereto within condemned contains more than thirty (30%) percent of the total area of the Premises immediately prior to such acquisition or condemnation, or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable access to the Premises, Tenant, at Tenant’s option, may give to Landlord, within sixty (60) days thereafternext following the date upon which Tenant receives notice of vesting of title, a sixty (60) day notice of termination of this Lease. If any substantial part such sixty (60) day notice of termination is given, by Landlord or Tenant, this Lease and the Project excluding Term shall come to an end and expire upon the Premises is taken or appropriated by a governmental agency under the power expiration of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, Landlord shall receive said sixty (and Tenant shall assign to Landlord upon demand by Landlord60) any income, Rent, award or any interest therein which may be paid in connection therewith, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection days with the taking same effect as if the date of Tenant’s removable tangible personal property placed in expiration of said sixty (60) days were the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 Fixed Expiration Date. If a part of the Premises is so takenacquired or condemned and this Lease and the Term are not terminated pursuant to the foregoing provisions of this Section 14.1, appropriated Landlord, at Landlord’s cost and expense, shall restore that part of the Premises not so acquired or conveyed by condemned to a governmental agencyself-contained rental unit, exclusive of Tenant’s Alterations, Tenant’s leasehold improvements and neither party hereto elects Tenant’s Property. In the event of any termination of this Lease and the Term pursuant to terminate the provisions of this LeaseSection 14.1, then Base the Fixed Rent and Additional Rent payable hereunder shall be abated in apportioned as of the proportion that the date of sooner termination and any prepaid portion of the Premises so takenFixed Rent or Escalation Rent for any period after such date shall be refunded by Landlord to Tenant. Section 14.2 In the event of any such acquisition or condemnation of all or any part of the Real Property, appropriated Landlord shall be entitled to receive the entire award for any such acquisition or conveyed bears condemnation (subject to the area last sentence of this Section 14.2). Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the entire Premises. 21.3 Notwithstanding anything Term and Tenant hereby expressly assigns to the contrary Landlord all of its right in and to any such award. Nothing contained in this Article 21Section 14.2 shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for the value of any Tenant’s Property included in such taking, if and for any moving expenses, so long as Landlord’s award is not reduced thereby. Section 14.3 If the temporary use whole or occupancy of any part of the Premises is acquired or condemned temporarily (i.e., for a period not to exceed 60 daysmore than twelve (12) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof consecutive months) during the Lease TermTerm for any public or quasi-public use or purpose, this Lease Tenant shall give prompt notice thereof to Landlord and the Term shall not be and remain unaffected by such taking, appropriation reduced or conveyance affected in any way and Tenant shall continue to pay in full all Rent items of Rental payable by Tenant. In the event of any such temporary takingTenant hereunder without reduction or abatement, appropriation or conveyance, and Tenant shall be entitled to receive that portion of for itself any award or payments for such use, provided, however, that represents compensation if the acquisition or condemnation is for loss of this use a period extending beyond the Term, such award or occupancy payment shall be apportioned between Landlord and Tenant as of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking of the PremisesExpiration Date.

Eminent Domain. 21.1 Section 16.01. If the entire whole of the Demised Premises shall be acquired or condemned for any public or quasi-public use or purpose, this Lease and the Demised Term shall end as of the date of the vesting of title with the same effect as if said date were the Expiration Date. If only a part of the Demised Premises shall so be acquired or condemned then except as otherwise provided in this Section, this Lease and the Demised Term shall continue in force and effect but, from and after the date of the vesting of title, the Fixed Rent shall be reduced in the proportion which the area of the Demised Premises so acquired or condemned bears to the total area of the Demised Premises immediately prior to such acquisition or condemnation. If only a part of the Real Property shall be so acquired or condemned, then if the part of the Real Property so acquired or condemned shall contain more than ten (10%) percent of the total area of the Demised Premises immediately prior to such acquisition or condemnation or Tenant no longer has reasonable means of access to the Demised Premises, or enough thereof so as Tenant, at Tenant's option, may give to render Landlord, within sixty (60) days next following the balance thereof not reasonably usable for date upon which Tenant shall have received notice of vesting of title, a thirty (30) days' notice of termination of this Lease. In the conduct event any such thirty (30) days' notice of termination is given, by Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice and the Demised Term shall come to an end and expire upon the other party hereto within expiration of said thirty (30) days thereafter. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking same effect as if the date of Tenant’s removable tangible personal property placed in expiration of said thirty (30) days were the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 Expiration Date. If a part of the Demised Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in so acquired or condemned and this Lease and the proportion that the portion of the Premises so takenDemised Term shall not be terminated, appropriated or conveyed bears pursuant to the area foregoing provisions of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21Section, if the temporary use or occupancy of any Landlord, at Landlord's expense, shall restore that part of the Demised Premises (for not so acquired or condemned to a period not self-contained rental unit. In the event of any termination of this Lease and the Demised Term pursuant to exceed 60 days) is taken or appropriated by a governmental agency the provisions of this Section, the Fixed Rent and all other sums otherwise due Landlord under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be apportioned as of the date of sooner termination and remain unaffected any prepaid portion of rent for any period after such date shall be refunded by Landlord to Tenant within fifteen (15) days. This provision shall survive such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenanttermination of this Lease. Section 16.02. In the event of any such temporary taking, appropriation acquisition or conveyance, Tenant shall be entitled to receive that portion condemnation of all or any award that represents compensation for loss of this use or occupancy part of the Premises during the Lease TermReal Property, and Landlord shall be entitled to receive the balance entire award for any such acquisition or condemnation, Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Demised Term and Tenant hereby expressly assigns to Landlord all of its right in and to any such award. To 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 taking of the Premises.

Eminent Domain. 21.1 20.01 If the entire whole of the Building or the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose, this Lease and the term and estate hereby granted shall terminate as of the date of vesting of title on such taking (the “Date of the Taking”), and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such date. 20.02 If more than forty (40%) percent of the Building shall be so taken, this Lease shall be unaffected by such taking, except that (a) Landlord may, at its option, provided that Landlord shall terminate leases of no less than fifty (50%) percent of the office space then leased to tenants in the Building upon which the effect of such taking shall have been substantially similar to the effect of same upon the Premises, terminate this Lease by giving Tenant notice to that effect within ninety (90) days after the Date of the Taking, and (b) if twenty (20%) percent or enough thereof more of the Premises shall be so as to render taken and the balance thereof remaining area of the Premises shall not reasonably usable for the conduct of be sufficient, in Tenant’s reasonable judgment, for Tenant to continue the operation of its business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto Tenant may terminate this Lease by serving written giving Landlord notice upon to that effect within ninety (90) days after the Date of the Taking. This Lease shall terminate on the date that such notice from Landlord or Tenant to the other party hereto within thirty (30) days thereaftershall be given, and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such termination date, except that with respect to any portion of the Premises which is the subject of the taking, if earlier, as of the Date of the Taking. If Upon such partial taking and this Lease continuing in force as to any substantial part of the Project excluding Premises, the Premises is taken or appropriated by a governmental agency under Fixed Rent and Additional Charges shall be adjusted according to the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, rentable area remaining. 20.03 Landlord shall be entitled to receive (the entire award or payment in connection with any taking without deduction therefrom for any estate vested in Tenant by this Lease and Tenant shall assign receive no part of such award except as hereinafter expressly provided in this Article 20. Tenant hereby expressly assigns to Landlord upon demand by Landlord) any incomeall of its right, Rent, title and interest in and to every such award or any interest therein which may be paid in connection therewith, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Termpayment; provided, however, that nothing herein Tenant shall prevent Tenant from pursuing have the right to make a separate claim for its moving expenses and to the extent the award in connection with the taking otherwise payable to Landlord shall not be diminished thereby, for any of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwillProperty taken. 21.2 20.04 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of all or any part of the Premises (shall be taken by condemnation or in any other manner for a period not to exceed 60 days) is taken any public or appropriated by a governmental agency under the power of eminent domain quasi-public use or conveyed in lieu thereof purpose during the Lease Termterm of this Lease, this Tenant shall be entitled, except as hereinafter set forth, to receive that portion of the award or payment for such taking which represents compensation for the use and occupancy of the Premises, for the taking of Tenant’s Property and for moving expenses, and Landlord shall be entitled to receive that portion which represents reimbursement for the cost of restoration of the Premises. This Lease shall be and remain unaffected by such taking, appropriation or conveyance taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay in full all the Fixed Rent payable and Additional Charges when due. If the period of temporary use or occupancy shall extend beyond the Expiration Date of this Lease, that part of the award which represents compensation for the use and occupancy of the Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period up to and including such Expiration Date and Landlord shall receive so much thereof as represents the period after such Expiration Date. All monies paid as, or as part of, an award for temporary use and occupancy for a period beyond the date to which the Fixed Rent and Additional Charges have been paid shall be received, held and applied by Tenant. Landlord as a trust fund for payment of the Fixed Rent and Additional Charges becoming due hereunder. 20.05 In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion a taking of any award that represents compensation for loss less than the whole of the Building and/or the Land which does not result in termination of this use Lease, or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking for a temporary use or occupancy of all or any part of the PremisesPremises which does not result in a termination of this Lease, (a) Landlord, at its expense, and whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Building and the Premises (other than those parts of the Premises which are deemed Landlord’s property pursuant to Section 12.01 hereof and Tenant’s Property) to substantially their former condition to the extent that the same may be feasible (subject to reasonable changes which Landlord shall deem desirable) and so as to constitute a complete and rentable Building and Premises and (b) Tenant, at its expense, and whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Premises which are deemed Landlord’s property pursuant to Section 12.01 hereof and Tenant’s Property, to substantially their former condition to the extent that the same may be feasible, subject to reasonable changes which shall be deemed Alterations.

Eminent Domain. 21.1 If a material part of the entire Premises, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, Premises is taken or appropriated for a period in excess of one hundred eighty (180) days by a governmental agency under exercise of the power of eminent domain before the Commencement Date or conveyed in lieu thereofduring the Lease Term, either party hereto may terminate this Lease Landlord and Tenant each shall have the right, by serving giving written notice upon to the other party hereto within thirty (30) days thereafter. If any substantial part after the date of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereofsuch taking, Landlord may so to terminate this Lease. In If either eventLandlord or Tenant exercises such right to terminate this Lease in accordance with this section 21.1, Landlord this Lease 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 for any part of any sum so paid, whether or not attributable to the value terminate as of the unexpired date of such taking. If neither Landlord nor Tenant exercises such right to terminate this Lease Term; providedin accordance with this section 21.1, however, that nothing herein shall prevent Tenant from pursuing or if less than a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a material part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects this Lease shall terminate as to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken as of the date of such taking and shall remain in full force and effect as to the portion of the Premises not so taken, appropriated or conveyed and the Base Rent and amounts payable under sections 3.1(b) and 3.1(c) hereof shall be reduced as of the date of such taking in the proportion that the usable area of the Premises so taken bears to the total usable area of the entire PremisesPremises (but the Allowance Rent shall not be reduced). If all of the Premises is taken by exercise of the power of eminent domain before the Commencement Date or during the Lease Term, this Lease shall terminate as of the date of such taking. 21.2 If all or any part of the Premises is taken by exercise of the power of eminent domain, all awards, compensation, damages, income, rent and interest payable in connection with such taking shall, except as expressly set forth in this section 21.2, be paid to and become the property of Landlord, and Tenant hereby assigns to Landlord all of the foregoing. Without limiting the generality of the foregoing, Tenant shall have no claim against Landlord or the entity exercising the power of eminent domain for the value of the leasehold estate created by this Lease or any unexpired Lease Term. Tenant shall have the right to claim and receive directly from the entity exercising the power of eminent domain only the share of any award determined to be owing to Tenant for the taking of improvements installed in the portion of the Premises so taken by Tenant at Tenant's sole cost and expense based on the unamortized cost paid by Tenant for such improvements, for the taking of Tenant's movable furniture, equipment, trade fixtures and personal property, for loss of goodwill, for interference with or interruption of Tenant's business, or for removal and relocation expenses. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if in the event of a temporary use taking of all or occupancy of any part portion of the Premises (for a period not to exceed 60 daysof one hundred and eighty (180) is taken days or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Termless, then this Lease shall be not terminate but the Base Rent and remain unaffected by such taking, appropriation or conveyance amounts payable under sections 3.1(b) and Tenant shall continue to pay in full all Rent payable by Tenant. In 3.1(c) hereof (but not the event of any such temporary taking, appropriation or conveyance, Tenant Allowance Rent) shall be entitled abated for the period of such taking in proportion to receive the ratio that portion the amount of any award that represents compensation for loss of this use or occupancy rentable square feet of the Premises during taken bears to the Lease Term, and total rentable square feet of the Premises. Landlord shall be entitled to receive the balance entire award made in connection with any such temporary taking. 21.4 As used in this Article 21, a "taking" means the acquisition of such awardall or part of the Premises for a public use by exercise of the power of eminent domain and the taking shall be considered to occur as of the earlier of the date on which possession of the Premises (or part so taken) by the entity exercising the power of eminent domain is authorized as stated in an order for possession or the date on which title to the Premises (or part so taken) vests in the entity exercising the power of eminent domain. To the extent that it is inconsistent with the above, each party hereto Tenant hereby waives the provisions of Section any and all rights it might otherwise have pursuant to 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 taking of the PremisesProcedure.

Eminent Domain. 21.1 13.1 If fifty (50%) percent or more of the entire Premisesleasable floor area of the Building or any material portion of the Premises is condemned or taken in any manner, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed including without limitation any conveyance in lieu thereofof condemnation, either party hereto may for any public or quasi-public use (“Taken”), the Term of this Lease shall cease and terminate as of the date title is vested in the condemning authority. 13.2 If less than fifty (50%) percent of the leasable floor area of the Building or if any material portion of the Premises is Taken, Landlord shall have the right, but not the obligation, to terminate this Lease by serving giving written notice upon the other party hereto within thirty (30) days thereafterafter being notified of such taking, and in such event, termination shall be effective upon the date designated by Landlord in the notice of termination. If any substantial part In addition, if less than fifty (50%) percent of the Project excluding leasable floor area of the Building or if any material portion of the Premises is taken Taken, and Tenant determines, in its reasonable business opinion, that operating its business is no longer tenable, then Tenant shall also have the right to terminate the Lease by giving written notice to Landlord within thirty (30) days after being notified of such Taking. 13.3 The whole of any award or appropriated by a governmental agency compensation for any portion of the Premises Taken, including the value of Tenant’s leasehold interest under the power Lease, shall be solely the Premises of eminent domain Landlord. Tenant is not precluded from seeking, at its own expense, an award from the condemning authority for loss of the value of any trade fixtures or conveyed other personal Premises in lieu thereofthe Premises, or moving expenses, provided that the award for such claim or claims shall not diminish the award made to Landlord. If the unexpired Term of the Lease is not terminated, then Landlord shall, within 210 days after the taking by the governmental authority, complete restoration of the Premises in its condition as close thereto as is reasonably possible and if Landlord fails to completely restore the Premises within the 210 day period other than as a result of Tenant Delay, then Tenant may so terminate this Leasethe Lease within twenty (20) days after the 210 day period. In either event, Landlord such event all liability shall receive (and Tenant shall assign to Landlord upon demand by Landlord) any income, Rent, award terminate. 13.4 In the event the Premises or any interest therein which may be paid in connection therewithportion are Taken, 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 any unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking Term of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenantotherwise. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking of the Premises which does not result in a termination of this Lease, the Annual Base Rent thereafter shall be partially reduced. The reduction shall be computed on the basis of the ratio which the floor area of that portion of the Premises Taken bears to the rentable floor area of Premises.

Eminent Domain. 21.1 20.01 If the entire whole of the Building or the Premises shall be taken by condemnation or in any other manner for any public or quasi-public use or purpose, this Lease and the term and estate hereby granted shall terminate as of the date of vesting of title on such taking (the “Date of the Taking”), and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such date. 20.02 If more than forty (40%) percent of the Building shall be so taken, this Lease shall be unaffected by such taking, except that (a) Landlord may, at its option, provided that Landlord shall terminate leases of no less than fifty (50%) percent of the office space then leased to tenants in the Building upon which the effect of such taking shall have been substantially similar to the effect of same upon the Premises, terminate this Lease by giving Tenant notice to that effect within ninety (90) days after the Date of the Taking, and (b) if twenty (20%) percent or enough thereof more of the Premises shall be so as to render taken and the balance thereof remaining area of the Premises shall not reasonably usable for the conduct of be sufficient, in Tenant’s reasonable judgment, for Tenant to continue the operation of its business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto Tenant may terminate this Lease by serving written giving Landlord notice upon to that effect within ninety (90) days after the Date of the Taking. This Lease shall terminate on the date that such notice from Landlord or Tenant to the other party hereto within thirty (30) days thereaftershall be given, and the Fixed Rent and Additional Charges shall be prorated and adjusted as of such termination date, except that with respect to any portion of the Premises which is the subject of the taking, if earlier, as of the Date of the Taking. If Upon such partial taking and this Lease continuing in force as to any substantial part of the Project excluding Premises, the Premises is taken or appropriated by a governmental agency under Fixed Rent and Additional Charges shall be adjusted according to the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, rentable area remaining. 20.03 Landlord shall be entitled to receive (the entire award or payment in connection with any taking without deduction therefrom for any estate vested in Tenant by this Lease and Tenant shall assign receive no part of such award except as hereinafter expressly provided in this Article 20. Tenant hereby expressly assigns to Landlord upon demand by Landlord) any incomeall of its right, Rent, title and interest in and to every such award or any interest therein which may be paid in connection therewith, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Termpayment; provided, however, that nothing herein Tenant shall prevent Tenant from pursuing have the right to make a separate claim for its moving expenses and to the extent the award in connection with the taking otherwise payable to Landlord shall not be diminished thereby, for any of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwillProperty taken. 21.2 20.04 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of all or any part of the Premises (shall be taken by condemnation or in any other manner for a period not to exceed 60 days) is taken any public or appropriated by a governmental agency under the power of eminent domain quasi-public use or conveyed in lieu thereof purpose during the Lease Termterm of this Lease, this Tenant shall be entitled, except as hereinafter set forth, to receive that portion of the award or payment for such taking which represents compensation for the use and occupancy of the Premises, for the taking of Tenant’s Property and for moving expenses, and Landlord shall be entitled to receive that portion which represents reimbursement for the cost of restoration of the Premises. This Lease shall be and remain unaffected by such taking, appropriation or conveyance taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such taking and shall continue to pay in full all the Fixed Rent payable and Additional Charges when due. If the period of temporary use or occupancy shall extend beyond the Expiration Date of this Lease, that part of the award which represents compensation for the use and occupancy of the Premises (or a part thereof) shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period up to and including such Expiration Date and Landlord shall receive so much thereof as represents the period after such Expiration Date. All monies paid as, or as part of, an award for temporary use and occupancy for a period beyond the date to which the Fixed Rent and Additional Charges have been paid shall be received, held and applied by Tenant. Landlord as a trust fund for payment of the Fixed Rent and Additional Charges becoming due hereunder. 20.05 In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion a taking of any award that represents compensation for loss less than the whole of the Building and/or the Land which does not result in termination of this use Lease, or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking for a temporary use or occupancy of all or any part of the Premises which does not result in a termination of this Lease, (a) Landlord, at its expense, and whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to repair the remaining parts of the Building and the Premises (other than Tenant’s Property) to substantially their former condition to the extent that the same may be feasible (subject to reasonable changes which Landlord shall deem desirable) and so as to constitute a complete and rentable Building and Premises, and (b) Tenant, at its expense, and whether or not any award or awards shall be sufficient for the purpose, shall proceed with reasonable diligence to replace or repair Tenant’s Property to substantially its former condition, to the extent that the same may be necessary or desirable, as reasonably determined by Tenant, for the operation of Tenant’s business in the Premises.

Eminent Domain. 21.1 If In the entire event the Premises, or enough any part thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s businessor interest therein, or any building or improvement thereon, is taken or appropriated by condemned for a governmental agency under the power of eminent domain public or quasi-public use, or is conveyed in lieu thereofthereof (herein referred to as a "condemnation"), the rights of the Landlord and Tenant in respect of the condemnation proceeding and the condemnation proceeds and the effect of such condemnation proceeds on the terms of this Lease will be as follows: 12.1 Any condemnation allowance or award or judgment relating thereto, allowed or awarded to the Landlord or Tenant and any interest thereon ("condemnation proceeds") will be paid to the Landlord to the held and dealt with as provided in paragraphs (b) through (e) of this Section, excluding any special award for, or portion of award allowable and allocated to, the Tenant for the taking of the Tenant's personal property on the Premises including trade fixtures (and not for Tenant's interest in the Premises or in the building and improvements located on the Premises) or as special damages to the Tenant for disturbance of use, injury to business, relocation, storage or the like. 12.2 If the condemnation results in a taking of all of the Premises, the condemnation proceeds will be applied in the following order: 12.2.1 In satisfaction and discharge of all special assessments, if any, including both principal and interest, levied on the Premises or any part thereof for benefits resulting from the improvements for which or in conjunction with which the condemnation was effected. 12.2.2 In reimbursement to Tenant of any amounts paid by it for real estate taxes or special assessments and which are included in the award, plus a pro rata portion of the interest, if any, constituting part of the award. 12.2.3 The balance, if any, to the Landlord as and for its own property. 12.3 In the event more than 25% of the Premises is taken in condemnation proceedings, Tenant may either party hereto may terminate this Lease by serving written notice upon to Landlord within 15 days after the other party hereto effective date of such taking, or, at its option, retain the Premises. In the event Tenant fails to notify Landlord of such termination within thirty such 15 day period, Tenant will be deemed to have elected to retain the Premises. In the event (30i) days thereafter. If any substantial part less than 25% of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, Landlord shall receive (and Tenant shall assign to Landlord upon demand by Landlordii) any income, Rent, award or any interest therein which may be paid in connection therewith, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part more than 25% of the Premises is so taken, appropriated or conveyed by a governmental agency, taken and neither party hereto elects Tenant does not elect to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of Tenant will restore the Premises so takento proper rentable condition forthwith, appropriated or conveyed bears without abatement of rent. If the Lease is terminated pursuant to this subsection, all condemnation proceeds will be payable to Landlord. If the Lease is not terminated, the condemnation proceeds for the partial taking will be payable to Tenant to the area of extent needed to restore the entire Premises. 21.3 Notwithstanding anything to , with the contrary contained in this Article 21balance, if the temporary use or occupancy any, payable to Landlord upon completion of construction. Any award for taking of and/or damage to any part of the Premises (which is not spent for restoration will be for the account of Landlord. 12.4 If the condemnation will result in a period not to exceed 60 days) is taken or appropriated by a governmental agency under taking of all the power of eminent domain or conveyed in lieu thereof during the Lease TermPremises, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In will terminate when the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking condemnor will take possession of the Premises, and the rent hereunder will thereupon cease to accrue, but without affecting the enforceability of any rights under this Section 12 or any other accrued or contingent rights and obligations of the parties under this Lease. 12.5 The foregoing provisions of this Section 12 will not be construed so as to deny either the Tenant or the Landlord the right to appeal or defend an appeal of the award allowed or covering its interest in the Premises to the district court or any other court having jurisdiction, whether or not the effect of the appeal will be to delay the taking or the final determination of allocation of the award. The amount of the award, as used in this Section 12, refers to the award as finally determined in the condemnation proceedings or as accepted by the Landlord, provided that the Landlord will not accept an award which includes the Tenant's interest without the written consent of Tenant.

Eminent Domain. 21.1 a) If the entire Premises, Leased Premises shall be appropriated or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain by any governmental or conveyed quasi-governmental authority (other than the City) or under threat of and in lieu thereofof condemnation (hereinafter, “taken” or “taking”), this Lease shall terminate as of the date of such taking, and the City and Tenant shall have no further liability or obligation arising under this Lease after such date, except as otherwise provided for in this Lease. In this event, the City will work with the Tenant to arrange for other City controlled parking in the same geographical area to coordinate and provide for the Tenant’s parking needs for its hotel guests under the same general financial terms. b) If more than twenty-five percent (25%) of the Leased Premises is taken, or if by reason of any taking, regardless of the amount so taken, the remainder of the Leased Premises is rendered unusable for the permitted use, either party hereto may the City or Tenant shall have the right to terminate this Lease by serving written as of the date Tenant is required to vacate the portion of the Leased Premises taken, upon giving notice upon the other party hereto of such election within thirty (30) days thereafter. If any substantial part after receipt by Tenant from the City of the Project excluding the written notice that said Leased Premises is taken have been or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may will be so terminate this Leasetaken. In either eventthe event of such termination, Landlord shall receive (both the City and Tenant shall assign be released from any liability or obligation under this Lease arising after the date of termination, except as otherwise provided for in this Lease. c) If this Lease is not terminated on account of a taking as provided herein above, then Tenant shall continue to Landlord upon demand by Landlordoccupy that portion of the Leased Premises not taken and the annual rent provided for herein and other sums due under the Lease shall be reduced on an equitable basis, taking into account the relative values of the portion taken as compared to the portion remaining. Tenant waives any statutory rights of termination that may arise because of any partial taking of the Leased Premises. d) The City shall be entitled to the entire condemnation award for any income, Rent, award taking of the Leased Premises or any interest therein which may part thereof. Tenant’s right to receive any amounts separately awarded to Tenant directly from the condemning authority for the taking of its merchandise, personal property, relocation expenses and/or interests in other than the real property taken shall not be paid affected in connection therewithany manner by the provisions of this paragraph, provided Xxxxxx’s award does not reduce or affect the City's award and provided further, Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwillits leasehold estate. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion that the portion of the Premises so taken, appropriated or conveyed bears to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of such award. To 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 taking of the Premises.

Eminent Domain. 21.1 (a) If all or part of the entire Premises, Premises shall be taken by any public or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency quasi-public authority under the power of eminent domain or conveyed conveyance in lieu thereof, either party hereto may terminate this Lease by serving written notice upon shall terminate as to any portion of the other party hereto within thirty Premises so taken or conveyed on the date when title or the right to possession vests in the condemnor. (30b) days thereafter. If any substantial (i) a part of the Project excluding the Premises is shall be taken by any public or appropriated by a governmental agency quasi-public authority under the power of eminent domain or conveyed conveyance in lieu thereof; and (ii) Tenant is reasonably able to continue the operation of Tenant’s business in that portion of the Premises remaining; and (iii) Landlord elects to restore the Premises to an architectural whole, then this Lease shall remain in effect as to said portion of the Premises remaining, and the Basic Monthly Rental payable from the date of the taking shall be reduced in the same proportion as the area of the Premises taken bears to the total area of the Premises. If, after a partial taking, Tenant is not reasonably able to continue the operation of its business in the Premises or Landlord elects not to restore the Premises as hereinabove described, then this Lease may so be terminated by either Landlord or Tenant by giving written notice to the other party within thirty (30) days of the date of the taking. Such notice shall specify the date of termination, which termination date shall be not less than thirty (30) nor more than sixty (60) days after the date of said notice. (c) If a portion of the Building is taken, whether any portion of the Premises is taken or not, and Landlord determines that it is not economically feasible to continue operating the portion of the Building remaining, then Landlord shall have the option for a period of thirty (30) days after such determination to terminate this Lease. In either eventIf Landlord determines that it is economically feasible to continue operating the portion of the Building remaining after such taking, then this Lease shall remain in effect, with Landlord, at Landlord’s cost, restoring the Building to an architectural whole. (d) Landlord shall receive (be entitled to any and Tenant shall assign to Landlord upon demand by Landlord) any all payment, income, Rentrent, award award, or any interest therein which whatsoever that may be paid or made in connection therewithwith such taking or conveyance, and Tenant shall have no claim against Landlord or otherwise for any part of any sum so paid, whether or not attributable to the value of any unexpired term of this Lease or for the unexpired Lease Term; providedvalue of any improvements in or to the Premises. Tenant hereby assigns any such claim to the Landlord. Notwithstanding the foregoing, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with to the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in the proportion extent that the portion of same shall not diminish Landlord’s recovery for such taking, Tenant shall have the Premises so taken, appropriated or conveyed bears right to make a claim directly to the area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under entity expressing the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be for moving expenses and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Termdamage to Tenant’s trade fixtures, equipment and Landlord shall be entitled to receive the balance of such award. To the extent that it is inconsistent with the above, each party hereto movable furniture. (e) Tenant hereby waives the provisions of Section 1265.130 sections 1265.110 through 1265.160 of the California Code of Civil Procedure allowing either party to petition a court to terminate this Lease in the event of a partial taking of the PremisesProcedure.

Eminent Domain. 21.1 13.1 If all or any part of the entire PremisesPremises is condemned or taken in any manner for public or quasi-public use, including, but not limited to, a conveyance or enough thereof so assignment in lieu of a condemnation or taking, this Lease shall terminate as to render the balance thereof not reasonably usable for part so taken on the conduct earlier to occur of Tenant’s businessthe date of the vesting of title or the date of dispossession of Tenant as a result of such condemnation or taking, is taken and either Landlord or appropriated by a governmental agency under Tenant shall have the power of eminent domain or conveyed in lieu thereof, either party hereto may right to terminate this Lease as to the balance of the Premises by serving written notice upon to the other party hereto within thirty (30) days thereafter. If if the portion of the Premises taken shall be of such extent and nature as to render the balance of the Premises untenantable and unusable by Tenant if any substantial part of the Project excluding Building other than the Premises is condemned or otherwise taken so as to require in the opinion of Landlord, a substantial alteration or appropriated by a governmental agency under reconstruction of the power of eminent domain or conveyed in lieu remaining portions thereof, this Lease may be terminated by Landlord, as of the earlier of the date of the vesting of title, or the date of dispossession as a result of such condemnation or taking, by written notice to Tenant within sixty (60) days following notice to Landlord may of the date on which said vesting or dispossession will occur. If the Lease is not so terminate this Lease. In either eventterminated, Landlord shall receive (proceed to repair and Tenant reconstruct the remaining portion of the Building to the extent insurance and condemnation proceeds are available to do so. 13.2 Landlord shall assign be entitled to Landlord upon demand by Landlord) the entire award in any incomecondemnation proceeding or other proceeding, Rentincluding, without limitation, any award or any interest therein which may be paid in connection therewith, and Tenant shall have no claim made for any part of any sum so paid, whether or not attributable to the value of the unexpired 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 such condemnation or other taking, 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 or the taking of personal property and fixtures belonging to Tenant. 13.3 In the event of a partial condemnation or other taking that does not result in a termination of this Lease Termas to the entire Premises, the Rent and Additional Charges shall xxxxx in the proportion that the rentable area of the Premises taken by such condemnation or other taking bears to the total rentable area of the Premises. 13.4 If all or any portion of the Premises is condemned or otherwise taken for public or quasi-public use for a limited period of time not to exceed 180 days, this Lease shall remain in full force and effect and Tenant shall continue to perform all of the terms, conditions and covenants of this Lease; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking of Tenant’s removable tangible personal property placed in the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 If a part of the Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder Charges shall be abated xxxxx during such limited period in the proportion that the portion rentable area of the Premises so taken, appropriated rendered untenantable and unusable as a result of such condemnation or conveyed other taking bears to the total rentable area of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21, if the temporary use or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof during the Lease Term, this Lease shall be and remain unaffected by such taking, appropriation or conveyance and Tenant shall continue to pay in full all Rent payable by Tenant. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled to receive that portion of any award that represents compensation for loss of this use or occupancy of the Premises during the Lease Term, and Landlord shall be entitled to receive the balance of entire award made in connection with any such award. To the extent that it is inconsistent with the above, each party hereto temporary condemnation or other taking. 13.5 Tenant hereby waives the provisions of Section 1265.130 and releases any right to terminate this Lease under Sections 1265.120 and 1265,130 of the California Code of Civil Procedure allowing either party to petition a court to terminate this Lease Procedure, or under any similar law, statute or ordinance now or hereafter in the event of a partial taking of the Premiseseffect.

Eminent Domain. 21.1 Section 10.01. If the entire Premiseswhole of the Demised Premises shall be acquired or condemned for any public or quasipublic use or purpose, or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice upon and the other party hereto within thirty (30) days thereafterDemised Term shall end as of the date of the vesting of title with the same effect as if said date were the Expiration Date. If any substantial only a part of the Project excluding Demised Premises shall be so acquired or condemned then, except as otherwise provided in this Section, this Lease and the Demised Term shall continue in force and effect but, from and after the date of the vesting of title, the Fixed Rent shall be reduced in the proportion which the area of the part of the Demised Premises is taken so acquired or appropriated condemned bears to the total area of the Demised Premises immediately prior to such acquisition or condemnation. If only a part of the Real Property shall be so acquired or condemned, then (i) whether or not the Demised Premises shall be affected thereby, Owner, at Owner's option, may give to Tenant, within sixty (60) days next following the date upon which Owner shall have received notice of vesting of title, a five (5) days' notice of termination of this Lease, provided that Owner shall similarly terminate substantially all of the other tenants in the Building and (ii) if the part of the Real Property so acquired or condemned shall contain more than ten (10%) per cent of the total area of the Demised Premises immediately prior to such acquisition or condemnation, or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to the Demised Premises, Tenant, at Tenant's option, may give to Owner, within sixty (60) days next following the date upon which Tenant shall have received notice of vesting of title, a governmental agency under the power five (5) days' notice of eminent domain or conveyed in lieu thereof, Landlord may so terminate termination of this Lease. In either eventthe event any such five (5) days' notice of termination is given, Landlord by Owner or Tenant, this Lease and the Demised Term shall receive come to an end and expire upon the expiration of said five (and Tenant shall assign to Landlord upon demand by Landlord5) any income, Rent, award or any interest therein which may be paid in connection therewith, and Tenant shall have no claim for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection days with the taking same effect as if the date of Tenant’s removable tangible personal property placed in expiration of said five (5) days were the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwill. 21.2 Expiration Date. If a part of the Demised Premises is so taken, appropriated or conveyed by a governmental agency, and neither party hereto elects to terminate this Lease, then Base Rent and Additional Rent payable hereunder shall be abated in so acquired or condemned and this Lease and the proportion that the portion of the Premises so taken, appropriated or conveyed bears Demised Term shall not be terminated pursuant to the area foregoing provisions of the entire Premises. 21.3 Notwithstanding anything to the contrary contained in this Article 21Section. Owner, if the temporary use or occupancy of any at Owner's expense, shall restore that part of the Demised Premises (for not so acquired or condemned to a period not to exceed 60 days) is taken or appropriated by a governmental agency under self-contained rental unit. In the power event of eminent domain or conveyed in lieu thereof during the Lease Term, any termination of this Lease and the Demised Term pursuant to the provisions of this Section, the Fixed Rent shall be apportioned as of the date of sooner termination and remain unaffected any prepaid portion of Fixed Rent for any period after such date shall be refunded by such taking, appropriation or conveyance and Tenant shall continue Owner to pay in full all Rent payable by Tenant. Section 10.02. In the event of any such temporary taking, appropriation acquisition or conveyance, Tenant shall be entitled to receive that portion condemnation of all or any award that represents compensation for loss of this use or occupancy part of the Premises during the Lease TermReal Property, and Landlord Owner shall be entitled to receive the balance entire award for any such acquisition or condemnation. Tenant shall have no claim against Owner or the condemning authority for the value of any unexpired portion of the Demised Term and Tenant hereby expressly assigns to Owner all of its right in and to any such award. To Nothing contained in this Section shall be deemed to prevent Tenant from making a claim in any condemnation proceedings for the extent value of any items of Tenant's Personal Property which are compensable, in law, as trade fixtures and Tenant's moving expenses provided that it such claim for moving expenses is inconsistent with authorized by law and will not in any way diminish the above, each party hereto hereby waives award 10 for the provisions of Section 1265.130 of the California Code of Civil Procedure allowing either party Real Property to petition a court to terminate this Lease in the event of a partial taking of the Premiseswhich Owner would be entitled.

Eminent Domain. 21.1 (A) If the whole of the Property or the Premises shall be acquired or condemned for any public or quasi-public use or purpose, this Lease and the Term shall end as of the date of the vesting of title as to any "Taking" (as hereinafter defined) with the same effect as if said date were the Fixed Expiration Date. Any acquisition or condemnation of all or a portion of the Property for any public or quasi-public use or purpose, as described in this Article 11, is called a "Taking" or is deemed "Taken". (B) If only a part of the Property and not the entire Premises shall be Taken then: (1) except as hereinafter provided in this Section 11.1, this Lease and the Term shall continue in force and effect, but, if a part of the Premises is included in the part of the Property so Taken, from and after the date of the vesting of title as to such Taking, the Fixed Rent, Tenant's Tax Share and the Tenant's Operating Share shall be reduced in the proportion which the area of the part of the Premises so Taken bears to the total area of the Premises immediately prior to such Taking; (2) whether or not the Premises shall be affected thereby, if a material portion of the Property shall be so Taken, as determined by Landlord in its sole discretion, Landlord, at Landlord's option, may give to Tenant, within sixty (60) days next following the date upon which Landlord shall have received notice of vesting of title as to such Taking, a thirty (30) days' notice of termination of this Lease, and (3) if the part of the Property so Taken shall contain more than thirty-five percent (35%) of the total rentable area of the Premises immediately prior to such Taking, or if, by reason of such Taking, Tenant no longer has reasonable means of access to the Premises, Tenant, at Tenant's option, may give to Landlord, within sixty (60) days next following the date upon which Tenant shall have received notice of vesting of title of such Taking, a thirty (30) days' notice of termination of this Lease. If any such thirty (30) days' notice of termination is given by Landlord or enough thereof so as to render the balance thereof not reasonably usable for the conduct of Tenant’s business, is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, either party hereto may terminate this Lease by serving written notice and the Term shall come to an end and expire upon the other party hereto within expiration of said thirty (30) days thereafter. If any substantial part of the Project excluding the Premises is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof, Landlord may so terminate this Lease. In either event, 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 for any part of any sum so paid, whether or not attributable to the value of the unexpired Lease Term; provided, however, that nothing herein shall prevent Tenant from pursuing a separate award in connection with the taking same effect as if the date of Tenant’s removable tangible personal property placed in expiration of said thirty (30) days were the Premises solely at Tenant’s expense, for Tenant’s relocation costs and for loss of goodwillFixed Expiration Date. 21.2 (C) If a part of the Premises is shall be so takenTaken and this Lease and the Term shall not be terminated pursuant to the foregoing provisions of this Section 11.1, appropriated or conveyed by Landlord, at Landlord's expense, shall restore that part of the Premises not so Taken to a governmental agencyself-contained rental unit exclusive of Tenant's Property and Alterations. (D) Upon the termination of this Lease and the Term pursuant to the provisions of this Section 11.1, and neither party hereto elects to terminate this Lease, then Base the Fixed Rent and Additional Rent payable hereunder Charges shall be abated in apportioned and any prepaid portion of Fixed Rent and Additional Charges for any period after such date shall be refunded by Landlord to Tenant. Section 11.2 In the proportion that event of any Taking of all or any part of the Property, Landlord shall be entitled to receive the entire award for any such Taking, Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Premises so taken, appropriated or conveyed bears Term and Tenant hereby expressly assigns to the area Landlord all of the entire Premises. 21.3 Notwithstanding anything its right in and to the contrary any such award. Nothing contained in this Article 21Section 11.2 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, if and for any moving expenses, provided same does not reduce or affect Landlord's award in any way. Section 11.3 If the temporary use whole or occupancy of any part of the Premises (for a period not to exceed 60 days) is taken or appropriated by a governmental agency under the power of eminent domain or conveyed in lieu thereof shall be temporarily Taken during the Lease Term, Term for any public or quasi-public use or purpose this Lease shall be and remain unaffected by such taking, appropriation or conveyance temporary Taking and Tenant shall continue to be responsible for all of its obligations hereunder insofar as such obligations are not affected by such temporary Taking and shall continue to pay in full all the Fixed Rent payable by Tenantand Additional Rent when due. In the event of any such temporary taking, appropriation or conveyance, Tenant shall be entitled entitled, except as hereinafter set forth, to receive that portion of any the award that for such Taking which represents compensation for loss of this the use or and occupancy of the Premises during and, if so awarded, for the Lease TermTaking of Tenant's Property and for moving expenses. If the period of temporary Taking shall extend beyond the Fixed Expiration Date, that part of the award which represents compensation for the use of occupancy of the Premises, or a part thereof, shall be divided between Landlord and Tenant so that Tenant shall receive so much thereof as represents the period prior to and including the Fixed Expiration Date and Landlord shall receive so much thereof as represents the period subsequent to the Fixed Expiration Date. All monies received by Tenant as, or as part of, an award for a temporary Taking for a period beyond the date to which the Fixed Rent and Additional Rent hereunder have been paid by Tenant shall be entitled to receive the balance of such award. To the extent that it is inconsistent with the abovereceived, each party hereto hereby waives the provisions of Section 1265.130 held and applied by Tenant as a trust fund for payment of the California Code of Civil Procedure allowing either party to petition a court to terminate this Lease in the event of a partial taking of the PremisesFixed Rent and Additional Rent hereunder.