Common use of Eminent Domain Clause in Contracts

Eminent Domain. If the whole of the Premises shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessor.

Eminent Domain. If (1) the whole or more than fifty percent (50%) of the floor area of the Premises shall be taken or condemned by Eminent Domain for any public authority under or quasi-public use or purpose, and either party shall elect, by giving written notice to the power of eminent domainother, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if (2) more than twenty-five percent (25%) of the rentable square footage floor area of the Premises Building shall be so taken, then either partyand Landlord shall elect, in its sole discretion, by giving written notice to the otherTenant, any written notice to be given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other not more than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking after the date on which title shall vest in such condemnation proceeding, to terminate this Lease, then, in either such event, the Term of this Lease upon thirty (30) days written notice to Lesseeshall cease and terminate as of the date of title vesting. In the event case of any takingtaking or condemnation, whether whole or partialnot the Term of this Lease shall cease and terminate, Lessor the entire award shall be the property of Landlord, and Tenant hereby assigns to Landlord all its right, title and interest in and to any such award, except that Tenant shall be entitled to all awardsclaim, settlements, or compensation which prove and receive in the proceedings such awards as may be given allowed for moving expenses, loss of profit and fixtures and other equipment installed by it which shall not, under the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term terms of this Lease. Lessee , be or become the property of Landlord at the termination hereof, but only if such awards shall have be made by the right to seek an independent condemnation, court or other authority in addition to, and separate award from the condemning authority so long as such award does not diminish the amount of be stated separately from, the award payable to Lessormade by it for the Property or part thereof so taken.

Eminent Domain. If the whole of the Premises shall be Property is lawfully taken by condemnation or in any other manner for any public authority under the power of eminent domainor quasi-public purpose, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease terminate as of the earlier of the date title vests or the date possession is taken by given, and Rent shall be prorated to such public authoritydate. If only part less than the whole of the Premises shall be so taken, Property or the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be improvements is so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion balance of the building, Lessor shall have Property unsuitable for use by the right within sixty (60) days Tenant in the same manner as Tenant’s use of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event Property at the time of any such taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee then Landlord shall have the right to seek an independent and separate award from improve the condemning authority so long as such award does not diminish the amount balance of the award payable Property in such a manner that will permit the Tenant to Lessoruse the Property in the same manner as Tenant’s use of the Property at the time of the taking. Such improvements shall include the replacement or construction of any improvements (in size, use and scope) lost as a result of the taking. Landlord’s obligation shall be limited to the consideration it receives as a result of the taking. In the event Landlord elects not to or is unable to improve the Property to permit the Tenant to use the Property in the same manner as Tenant’s use of the Property as of the taking, Landlord shall notify Tenant of such election or inability within fifteen (15) days of such taking and Tenant shall have ninety (90) days from such notice to terminate this Lease. Rent shall be prorated to the date of such termination. If this Lease continues in force upon such partial taking, the Rent shall be equitably adjusted according to the remaining area of the Property and the use thereof by Tenant.

Eminent Domain. If the whole of the Building or Premises, or such -------------- portion thereof as will make the Building or Premises shall be unusable in the reasonable judgment of Landlord and Tenant, cooperating together reasonably and in good faith, for their intended purposes, is condemned or taken by any legally constituted authority for any public authority under the power of eminent domain, use or purchased by the condemnor in lieu thereofpurpose, then the term in either of said events, Landlord or Tenant may terminate this Lease by written notice to the other and the Term hereby granted shall cease as of the date from that time when possession thereof is taken by such public authoritythe condemning authorities, and Rent shall be accounted for as between Landlord and Tenant as of that date. If only part a portion of the Building or Premises shall be is so taken, but not such amount as will make the Premises unusable in the reasonable judgment of Landlord and Tenant, cooperating together reasonably and in good faith, for the purposes herein leased, or if neither Landlord nor Tenant elect to terminate this Lease shall terminate only as to the portion takenaforesaid, and this Lease shall continue in full force and effect as to the remainder of said Premises, and the monthly rent Rent shall be reduced proportionately; providedprorata in proportion to the amount of the Premises so taken. Tenant shall have no right or claim to any part of any award made to or received by Landlord for such condemnation or taking, and all awards for such condemnation or taking shall be made solely to Landlord. Tenant shall, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and pursue any separate award from the condemning authority so long as such award that does not diminish the amount of reduce the award payable to Lessorwhich Landlord is entitled.

Eminent Domain. (a) If the whole of the Premises shall be taken acquired or condemned by eminent domain for any public authority under the power of eminent domainor quasi-public use or purpose, or purchased by if any substantial part thereof is so acquired or condemned as to render the condemnor Premises untenantable, or so that Landlord elects not to restore the Premises then and in lieu thereofthat event, then the term of this Lease Term shall cease as and terminate from the date of taking, Tenant shall have no claim against Landlord or the condemning authority for the value of the unexpired Term, nor a claim to any part of an award in such proceeding, and rent shall be adjusted and paid to the date possession is taken by of such public authoritytermination. If only Tenant shall, however, have the right to claim compensation for Tenant’s moving expenses and damage to Tenant’s property in the Premises provided that such claim does not reduce Landlord’s award. (b) In the event of any other condemnation of a part of the Premises or the Premises, this Lease shall remain in effect, but the Rent shall be so takenprorated based on that portion of the Premises which remains tenantable; provided however, that if 10% or more of the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; providedtaken and, howeverin the reasonable opinion of Tenant, if the remainder of the Premises cannot be made tenantable used for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) operation of the rentable square footage of the Premises shall be so takenTenant’s business in ordinary course, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, Tenant may terminate this Lease effective as of such surrender of possession. If any part by notice to Landlord within 30 days after, notice of the building other than taking by Landlord to Tenant, under the Premises shall be so taken so as to render conditions described in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60Article 16(a) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessorabove.

Eminent Domain. If the whole of the Premises shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessor.

Eminent Domain. If the whole all or any part of the Premises shall be are taken by any public or quasi-public authority under the power of eminent domain, or purchased by the condemnor conveyed to such authority in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so takencondemnation, then either party, at its option, shall have the right to terminate this Lease as of the day possession shall be taken by such authority. If, as a result of any such taking, or conveyance in lieu of condemnation, more than fifty percent (50%) of the net rentable area of the Building is rendered untenantable, then the Lessor shall have the right and option (exercised, if at all, by giving written notice to the other, given at least within thirty (30) days prior of such taking or conveyance) to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of the date of such surrender of possessiontaking or conveyance. If all or any part of the building other than Building in which the Premises are located shall be so taken so as to render by any such authority, or conveyed in Lessor's opinion the termination lieu of this Lease beneficial to the remaining portion of the buildingcondemnation, then Lessor shall have the right within sixty (60) days of said taking and option to terminate this Lease upon thirty (30) days written notice to LesseeLease. In the event this Lease is terminated for any of the reasons aforesaid, any taking, whether whole rents or partial, Lessor other payments shall be entitled prorated as of the effective date of such termination and proportionately refunded to all awardsthe Lessee or paid to the Lessor as the case may be, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this the Lease. All damages awarded for such taking under the power of eminent domain, or conveyance in lieu thereof, shall belong to and be the Building of Lessor irrespective of the basis upon which they were awarded; provided, however, that Lessee shall have the right be entitled to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount receive any damages specifically awarded for its share of the award payable to Lessormoving expenses.

Eminent Domain. If the whole entire Project is taken by eminent domain, this Lease shall automatically terminate as of the date of taking. If a portion of the Project is taken by eminent domain, Lessor shall have the right to terminate this Lease by giving written notice thereof to Tenant within ninety (90) days after the date of taking. If a portion of the Premises shall be is taken by eminent domain and this Lease is not terminated by Lessor, Lessor shall, at its expense, restore the Premises, exclusive of any public authority Alterations made to the Premises by Tenant, to as near the condition which existed immediately prior to the date of taking as reasonably possible, and Base Rent and Additional Rent shall axxxx during such period of time as the Premises are untenantable, in the proportion that the untenantable portion of the Premises bears to the entire Premises. All damages awarded for a taking under the power of eminent domain, whether for the whole or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only a part of the Premises Premise, shall belong to, and be the property of Lessor, whether such damages shall be so taken, the Lease shall terminate only awarded as compensation for diminution in value to the portion taken, and shall continue in full force and effect as leasehold estate hereby created or to the remainder fee of said the Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall not be entitled to all awardsany separate award made to Tenant for loss of business, settlementsfair value of, or compensation which may be given and cost of removal of stock and futures and for relocation. The term “eminent domain” shall include the land and buildings. Lessee shall have no claim against Lessor for the value exercise of any unexpired term similar governmental power and any purchase or other acquisition in lieu of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessorcondemnation.

Eminent Domain. If In the whole event any part of the Premises shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term Term of this Lease shall cease as on the part so taken on the day that possession of that part shall be required for any public purpose and Minimum Rent shall be paid to that day and from that day the date possession is taken by such public authority. If only part monthly rental herein reserved shall be reduced in proportion to the amount of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if that in the remainder event less than the whole of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination and by virtue of this Lease beneficial to such taking the remaining portion of the buildingPremises in Tenant’s reasonable business judgment, Lessor shall in fact no longer be useful practicably for purposes for which the same had been used by or under the authority of Tenant, then, Tenant shall have the right option, upon written notice to be given within sixty (60) days of said after such taking to terminate this Lease upon thirty (30) days written notice Lease. Compensation and damages awarded or proceeds of sale in lieu of condemnation for a partial or total taking of the Premises shall belong to Lessee. In and be the event sole property of any takingLandlord provided, whether whole or partialhowever, Lessor that Tenant shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award receive from the condemning authority so long as such award does not diminish by separate award, all awards made for (i) the amount value of Tenant’s leasehold interest for the remainder of the award payable existing Term, (ii) the value of the taking of or damage to LessorTenant’s improvements, including Tenant’s building, trade fixtures, improvements, equipment and personal property for the remainder of the existing Term, (iii) the value of Tenant’s loss of business and goodwill, (iv) severance damages, if any, to the remainder of Tenant’s leasehold in the event of partial condemnation, and (v) compensation for Tenant’s relocation costs, if any.

Eminent Domain. If the whole all or any part of the Premises shall be are taken by any public or quasi-public authority under the power of eminent domain, or purchased by the condemnor conveyed to such authority in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so takencondemnation, then either party, at its option, shall have the right to terminate this Lease as of the day possession shall be taken by such authority. If, as a result of any such taking, or conveyance in lieu of condemnation, more than fifty percent (50%) of the net rentable area of the Building is rendered untenantable, then the Lessor shall have the right and option (exercised, if at all, by giving written notice to the other, given at least within thirty (30) days prior of such taking or conveyance) to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of the date of such surrender of possessiontaking or conveyance. If all or any part of the building other than Building in which the Premises are located shall be so taken so as to render by any such authority, or conveyed in Lessor's opinion the termination lieu of this Lease beneficial to the remaining portion of the buildingcondemnation, then Lessor shall have the right within sixty (60) days of said taking and option to terminate this Lease upon thirty (30) days written notice to LesseeLease. In the event this Lease is terminated for any of the reasons aforesaid, any taking, whether whole rents or partial, Lessor other payments shall be entitled prorated as of the effective date of such termination and proportionately refunded to all awardsthe Lessee or paid to the Lessor as the case may be, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this the Lease. All damages awarded for such taking under the power of eminent domain, or conveyance in lieu thereof, shall belong to and be the building of Lessor irrespective of the basis upon which they were awarded; provided, however, that Lessee shall have the right be entitled to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount receive any damages specifically awarded for its share of the award payable to Lessormoving expenses.

Eminent Domain. 22.01. If the whole or a substantial part of the Premises Building shall be lawfully taken by condemnation or in any other manner for any public authority under the power or quasi-public use of eminent domainpurpose, or purchased by the condemnor in lieu thereof, then this Lease and the term of this Lease and estate hereby granted shall cease forthwith terminate as of the date possession of vesting of title on such taking (which date is taken by such public authority. If only part herein after also referred to as the “date of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premisestaking”), and the monthly rent rents shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective prorated and adjusted as of such surrender of possessiondate. 22.02. If any part of the building other than the Premises Building shall be so taken so as to render in Lessor's opinion the termination of taken, this Lease beneficial to the remaining portion of the buildingshall be unaffected by such taking, Lessor shall have the right within sixty (60) days of said taking except that Tenant may elect to terminate this Lease upon thirty (30) days written notice to Lessee. In in the event of any a partial taking, whether whole or partial, Lessor if the area of the Demised Premises shall not be reasonably sufficient for Tenant to continue feasible operation of its business. 22.03. 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 awardsof its right, settlementstitle, and interest in or to every such award. The foregoing shall not, however, deprive, limit, nor restrict Tenant of, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of from, any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such for moving expenses, business dislocation damages or for any other award does which would not diminish the amount of reduce the award payable to LessorLandlord. Upon the date the right to possession shall vest in the condemning authority, this Lease shall cease and terminate with Rent adjusted to such date.

Eminent Domain. If the whole of the Premises Building shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as terminate from the day possession shall be taken for such public purpose and the Lessee shall be liable for rental only up to the date of such taking. If a part only of the date possession is Premises and the Building shall be taken by any public authority under the power of eminent domain, the Term shall cease from the day possession shall be taken for such public authority. If purpose insofar as the premises so taken comprise part of the Premises, and the Lessee shall be liable only for rent in respect of the part of the Premises shall be so taken, the Lease shall terminate only as taken up to the portion taken, and shall continue in full force and effect as to date of the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, howevertaking and, if the remainder of the Premises cannot shall be made tenantable suitable for the purposes for which of the Lessee, the Lessee has been using shall remain in possession of the remainder of the Premises or if more than twenty-five percent (25%) and the rent payable hereunder shall be reduced in the proportion that the area of the rentable square footage Premises so taken bears to the entire area of the Premises. If the remainder of the Premises shall be so taken, then either party, by written notice to unsuitable for the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part purposes of the building other than Lessee, the Premises Lessee shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking entitled to terminate this Lease upon thirty (30) days written notice to Lesseeas at the date of such taking and the Lease and Rent shall cease and terminate at such date. In All compensation or damages awarded in respect of such taking of the event Premises and any diminution in value of any takingthe remainder thereof shall be the property of the Lessor, whether whole or partial, Lessor but the Lessee shall be entitled to all awards, settlements, receive such compensation or compensation which damages as it may be given for the land able to establish against such public authority in respect of loss of occupancy and buildingsits leasehold improvements. Upon a termination pursuant to this section, Lessor shall return any prepaid rent to Lessee shall have no claim against Lessor for the value within seven (7) days of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessortermination.

Eminent Domain. If the whole of the Premises shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage area of the -------------- Premises is taken or appropriated for any public or quasi-public use under the power of eminent domain, or conveyed in lieu thereof, either party hereto shall be so takenhave the right, then either partyat its option, to terminate this Lease by written notice to the other, other party given at least thirty within ten (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (6010) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event date of any such taking, whether whole appropriation or partialconveyance, and Lessor shall be entitled to any and all awardsincome, settlementsrent, award, or compensation any interest therein whatsoever which may be given for paid or made (the land "Award") in connection with such public or quasi-public use or purpose, and buildings. 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 Term of this Lease. Lessee 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 seek an independent terminate this Lease. and separate award from in any such event Lessor shall be entitled to the condemning authority so long entire Award whether or not this Lease is terminated. If this Lease is terminated as such award does not diminish provided above: (i) the amount termination shall be effective as of the award payable date upon which title to Lessor.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 date title vests in the condemnor; (ii) Lessor shall refund to Lessee any prepaid but unearned Rentals and the unused balance of the Security Deposit; and

Eminent Domain. If Should the whole of the Premises shall Building or any part thereof be taken by any public authority under eminent domain and such taking (or damage caused by such taking) is of the power of eminent domaintype which entitles Prime Lessor or Sublessor to terminate the Prime Lease and either such party elects to terminate the Prime Lease, or purchased by then, and in that event, the condemnor in lieu thereof, then the term of this Prime Lease shall cease and come to an end and this Sublease shall cease and come to an end, and the Rent shall be apportioned as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possessiontermination notice. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to such taking renders the remaining portion of the buildingPremises unsuitable for the purposes of Sublessee (in Sublessee's reasonable judgment), Lessor then Sublessee shall have the right to terminate this Sublease by written notice to Sublessor which shall be within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lesseethe public recording of such taking. In the event of any takingtermination by Sublessee as set forth above, whether whole or partial, Lessor the Rent shall be entitled apportioned as of the date of such termination notice. In addition, if any taking is of the type which would entitle Sublessor to all awardsterminate the Prime Lease, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee Sublessee shall have the right to seek an independent terminate this Sublease by giving both Sublessor and separate award from the condemning authority so long as Prime Lessor written notice of such award does not diminish termination within the amount applicable notice period set forth in Section 17A of the award Prime Lease. In the event of a taking described in Section 17A of the Prime Lease, the rent and other charges payable hereunder, or a fair and just proportion thereof according to Lessorthe nature and extent of the loss of use, shall be suspended or abated, but only to the extent that Sublessor is also entitled to an abatement or suspension under the Prime Lease on account of such taking that is equitably allocable to the Premises subleased hereunder. Sublessor reserves, and Sublessee grants to Sublessor all rights which the Sublessee may have for damages or injury to the Premises for any taking by eminent domain, except for damage to the Sublessee's fixtures, personal property or equipment, if any, the Sublessee's right to relocation expenses, if any, and the Sublessee's right for business interruption, if any.

Eminent Domain. If the whole all of the Premises shall Premises, or such part thereof as will make the same unusable for the purposes contemplated by this Lease, be taken by any public authority under the power of eminent domain, domain (or purchased by the condemnor a conveyance in lieu thereof), then the term of this Lease shall cease terminate as of the date possession is taken by the condemnor, and Rent shall be adjusted between Landlord and Tenant as of such public authoritydate. If only part a portion of the Premises is taken and Tenant can continue use of the remainder, then this Lease will not terminate, but Rent shall be so taken, the Lease shall terminate only as xxxxx in a just and proportionate amount to the portion taken, and shall continue in full force and effect as to loss of use occasioned by the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possessiontaking. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor Landlord shall be entitled to all awards, settlements, or compensation which may be given receive and retain the entire award for the land and buildingsaffected portion of the Building. Lessee Tenant shall have no right or claim to advance any claim against Lessor Landlord for the any part of any award made to or received by Landlord for any taking and no right or claim for any alleged value of any the unexpired term portion of this Lease, or its leasehold estate, or for costs of removal, relocation, business interruption expense or any other damages arising out of such taking. Lessee Tenant, however, shall have the right to seek an independent and separate award not be prevented from making a claim against the condemning authority so long as party (but not against Landlord) for any moving expenses, loss of profits, or taking of Tenant’s personal property (other than its leasehold estate) to which Tenant may be entitled. Any such award does shall not diminish reduce the amount of the award otherwise payable to LessorLandlord, if any.

Eminent Domain. If the whole or any part of the Hotel or Premises shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor if a conveyance or other acquisition in lieu thereofof such exercise of eminent domain is made (all of which are referred to herein as “condemnation”) prior to notice of exercise of Tenant’s Option to Purchase Premises or Landlord’s Option to Sell Premises, then the term of this Lease shall cease terminate as to the part condemned as of the date possession is taken by such public authoritytitle vests in the condemning authority or it takes possession, whichever first occurs. If only part any portion of the floor area of the improvements of the Hotel that would materially interfere with Tenant’s continued use and operation of the Hotel, more than thirty percent (30%) of the land area of the Premises shall be so takenthat is not occupied by any improvements, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage on-Premises parking is taken by condemnation, Tenant may, if it so elects by written notice delivered to Landlord within ten (10) days after Landlord shall have given Tenant written notice of such taking (or in the absence of such notice, within ten (10) days after the condemning authority shall have taken possession), terminate this Lease in its entirety as of the date the condemning authority takes such possession. If Tenant does not terminate this Lease in its entirety in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises shall be so taken, then either party, by written notice and Hotel remaining. Subject to the otherrights of the parties pursuant to Section 5.13.2 and this Section 9.2, given at least thirty (30) days prior to any award for the date that possession must be surrendered to the public authority, may terminate this Lease effective as condemnation of such surrender of possession. If all or any part of the building other than the Premises or Hotel or any payment made under threat of condemnation shall be so taken so the property of Landlord, whether such award shall be made as to render compensation for diminution in Lessor's opinion the termination of this Lease beneficial to the remaining portion value of the buildingleasehold or for the taking of the fee, Lessor or as severance damages, but Tenant shall have the right within sixty (60) days be entitled to any award for loss of said taking or damage to terminate this Lease upon thirty (30) days written notice to LesseeTenant’s trade fixtures and removable personal property, and moving expenses. In the event that this Lease is not terminated by reason of such condemnation, and any takingdamage to the portion of the Premises or Hotel remaining can be repaired, whether whole Landlord shall pay over to Tenant all proceeds received by Landlord and Tenant shall, to the extent such proceeds paid over to Tenant are sufficient, repair any damage to the Premises or partialHotel caused by such condemnation. In the event this Lease is not terminated by reason of such condemnation, Lessor but the Premises or Hotel cannot be restored to their condition existing prior thereto, all proceeds thereof shall be entitled paid to all awards, settlements, or compensation which may Landlord’s mortgagee to reduce Landlord’s indebtedness to such mortgagee and the Premises Purchase Price shall be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish reduced by the amount of such proceeds. In the award payable event this Lease is terminated as a result of a condemnation, (i) the proceeds shall be applied first to Lessorpayment to Landlord’s mortgagee to the extent of the outstanding indebtedness of Landlord to such mortgagee, and then any balance of such proceeds remaining thereafter shall be paid to Tenant to reimburse Tenant the portion of all Base Rent payments paid during the Term or any Additional Term of this Lease attributable to the principal amount of Landlord’s Construction Costs, exclusive of any interest earned by Landlord at the rates agreed upon herein and (ii) any portion of the Hotel and Premises remaining shall be conveyed to Tenant as provided in Section 5.13.2 hereof (except Tenant shall not be required to pay any of the Premises Purchase Price).

Eminent Domain. If If, prior to the whole Closing, a taking by eminent domain of all or any portion of the Premises shall be taken Land or Improvements is pending, and such taking would (i) materially and adversely interfere with the use of the Property for its current permitted uses, (ii) materially and adversely affect ingress, egress or parking for the Property or any Tenant’s access to its space, (iii) would permit the termination of any Lease by any public authority under the power of eminent domainGovernment Tenant or Major Non-Government Tenant, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee (iv) has been using the Premises or if more than twenty-five a value exceeding one percent (251%) of the rentable square footage of Purchase Price (each a “Material Taking”), Buyer or Seller shall have the Premises shall be so taken, then either partyright, by delivering written notice to the other, given at least thirty other within ten (3010) days after Seller delivers written notice to Buyer of such pending taking, to terminate this Agreement, in which event the Deposit and all interest thereon shall be returned to Buyer. If neither party elects to terminate this Agreement or if the taking would not result in or cause a Material Taking, then this Agreement shall remain in effect, and Seller shall assign to Buyer at Closing its rights to the compensation and damages due Seller on account of such taking (and will not settle any proceedings relating to such taking without Buyer’s prior written consent) and Seller shall have no further responsibility to Buyer for such taking. Seller shall promptly (and in any event prior to the date that possession must be surrendered Closing) notify Buyer of any condemnation affecting the Property. The provisions of this Section 12 shall supersede the provisions of any applicable laws with respect to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination subject matter of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to LessorSection 12.

Eminent Domain. If the whole of the Premises shall be taken by at any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then time during the term of this Lease the entire Premises or any part thereof shall cease be taken as a result of the exercise of the power of eminent domain or by an agreement in lieu thereof, this Lease shall terminate as to the part so taken as of the date possession is taken by such public the condemning authority. If only part all or any substantial portion of the Premises shall be so taken, the Landlord may terminate this Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either partyat its option, by giving Tenant written notice to the other, given at least of such termination within thirty (30) days prior to of such taking. If all or a Portion of the date Premises taken are so substantial that possession must be surrendered to Tenant's use of the public authorityPremises is substantially impaired, Tenant may terminate this Lease effective as at its option, but giving landlord written notice of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice of such taking. If neither party terminates this Lease pursuant this Article, this Lease shall remain in full force and effect, except that the rent payable by Tenant hereunder shall be reduced in the proportion that the area of the Premises so taken bears to Lesseethe total Premises. In the event of any taking, whether whole or partial, Lessor Landlord shall be entitled to all awardsand Tenant hereby assigns to Landlord the entire amount of any award in connection with such taking. Nothing in this Article shall give Landlord any interest in or preclude Tenant from seeking, settlementson its own account, any award attributable to the taking of personal property or trade fixtures belonging to Tenant, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value interruption of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to LessorTenant's business.

Eminent Domain. If Section 12.01: In the whole event, during the term of the Premises this Lease, proceedings shall be taken by any public authority instituted under the power of eminent domain, or purchased by domain which shall result in the condemnor in lieu thereof, then the term taking of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than Leased Premises or the floor area of the Building in which the Leased Premises shall be so taken so as to render in Lessor's opinion are a part, or the termination taking of this Lease beneficial to the remaining a material portion of the buildingparking area so that the number of spaces is thereby reduced to such an extent that Lessee's business is significantly and adversely affected, and which shall result in an eviction total or partial of the Lessee therefrom, then at the time of such eviction, this Lease shall be void and the term above demised shall cease and terminate; and if Lessee shall thereafter continue in possession of the Leased Premises or any part thereof, it shall be a Lease from month to month and for no longer term, anything in this instrument to the contrary notwithstanding. If there is only a partial taking, not including a portion of the Building but reducing the parking to the extent described in the previous sentence, the Lessor shall have restore the right within sixty (60) days parking to the extent necessary to permit Lessee to continue the use of the premises and there shall be no reduction in the monthly rental. Provided, further, that the whole of any award for any portion of the Building taken by reason of said taking to terminate this Lease upon thirty (30) days written notice to condemnation proceedings shall be the sole property of, and be payable to, the Lessor, and provided, further, that the whole of any award for loss of business and for removal and relocation expenses in any condemnation proceedings shall be the sole property of, and be payable to, the Lessee. In It is further agreed that in any such condemnation proceedings, the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to each seek an independent and separate its own award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessorat its own expense.

Eminent Domain. If (1) the whole or more than fifty percent (50%) of the floor area of the Premises shall be taken or condemned by Eminent Domain for any public authority under or quasi-public use or purpose, and either party shall elect, by giving written notice to the power of eminent domainother, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if (2) more than twenty-five percent (25%) of the rentable square footage floor area of the Premises Building shall be so taken, then either partyand Landlord shall elect, in its sole discretion, by giving written notice to the otherTenant, any said written notice to be given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other not more than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking after the date on which title shall vest in such condemnation proceeding, to terminate this Lease, then, in either such event, the Term of this Lease upon thirty (30) days written notice to Lesseeshall cease and terminate as of the date of title vesting. In the event case of any takingtaking or condemnation, whether whole or partialnot the Term of this Lease shall cease and terminate, Lessor the entire award shall be the property of Landlord, and Tenant hereby assigns to Landlord all its right, title and interest in and to any such award, except that Tenant shall be entitled to all awardsclaim, settlements, or compensation which prove and receive in the proceedings such awards as may be given allowed for moving expenses, loss of profit and fixtures and other equipment installed by it which shall not, under the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term terms of this Lease. Lessee , be or become the property of Landlord at the termination hereof, but only if such awards shall have be made by the right to seek an independent condemnation, court or other authority in addition to, and separate award from the condemning authority so long as such award does not diminish the amount of be stated separately from, the award payable to Lessormade by it for the Property or part thereof so taken.

Eminent Domain. If Except as hereinafter provided, if the whole of Premises, or such portion thereof as to render the Premises balance (if reconstructed to the maximum extent practicable in the circumstances) unsuitable for continued occupancy for the purposes contemplated under this Lease, or if access to the Building or Premises, shall be taken by any public authority under the power condemnation or right of eminent domain, or purchased by the condemnor in lieu thereof, then Landlord and the term of Tenant shall each have the right to terminate this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the otherother of its desire to do so, provided that such notice is given at least not later than thirty (30) days prior to after receipt by the Tenant of notice of the effective date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possessiontaking. If any part so much of the building other than the Premises Building shall be so taken that the Landlord reasonably determines, in good faith, that it would be necessary to substantially alter the Building so as to render in Lessor's opinion the termination of this Lease beneficial that a rebuilt Building will not be substantially similar to the remaining portion of Building before such taking, the building, Lessor Landlord shall have the right within sixty (60) days of said taking to terminate this Lease upon by giving notice to the Tenant of the Landlord’s desire to do so not later than thirty (30) days written notice after the effective date of such taking. Should any part of the Premises be so taken or condemned during the Term, and should this Lease be not terminated in accordance with the foregoing provisions, the Landlord agrees to Lessee. In use reasonable efforts to put what may remain of the event Premises into proper condition for use and occupation as nearly like the condition of any taking, whether whole or partial, Lessor the Premises prior to such taking as shall be entitled practicable, subject, however, to all awards, settlements, or compensation which may be given for the land applicable laws and buildingscodes then in existence. Lessee The Landlord shall have no claim against Lessor for obligation to expend in the value aforesaid restoration more than the proceeds of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessorreceived in any condemnation or eminent domain proceeding, or any sum paid in lieu thereof.

Eminent Domain. a. If the whole or any portion of the Premises, Building or parking areas shall be taken or condemned by any competent authority for any public or quasi-public use or purpose and such taking substantially thwarts the intended use of the facility by TENANT, this Lease shall cease and terminate as of the date on which title shall vest thereby in that authority. b. If a portion of the Premises shall be taken or condemned by any competent authority for any public authority under or quasi-public use or purpose and such taking does not negatively affect the power of eminent domainingress and egress to the Premises, or purchased substantially thwart the intended use of the facility by the condemnor in lieu thereofTENANT, then the term of as reasonably determined by TENANT, this Lease and the terms hereof shall not cease as of or terminate, but the Rent payable after the date possession is taken by such public authority. If only part of the Premises on which TENANT shall be so taken, the Lease shall terminate only as required to the surrender possession of such portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if in proportion to the remainder of decreased use suffered by TENANT as the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises parties may agree or if more than twenty-five percent (25%) of the rentable square footage of the Premises as shall be so taken, then either party, determined by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. arbitration. c. In the event of any taking, whether taking or condemnation in whole or partialin part, Lessor the entire resulting award of damages shall be entitled belong to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor LANDLORD without any deduction therefrom for the value of any the unexpired term of this LeaseLease or for any other estate or interest in the Premises now or later vested in TENANT. Lessee TENANT assigns to LANDLORD all its right, title, and interest in any and all such awards, except any award for the TENANT’S business damages. TENANT shall have the right to seek an independent and separate award not be prohibited from pursuing its own action for business damages against the condemning authority so long as such award does authority. LANDLORD shall not diminish be responsible to the amount of TENANT for any damages caused by the award payable to Lessortaking.

Eminent Domain. If Except as hereinafter provided, if the whole of Premises, or such portion thereof as to render the Premises balance (if reconstructed to the maximum extent practicable in the circumstances) unsuitable for continued occupancy for the purposes contemplated under this Lease, shall be taken by any public authority under the power condemnation or right of eminent domain, or purchased by the condemnor in lieu thereof, then Landlord and the term of Tenant shall each have the right to terminate this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the otherother of its desire to do so, provided that such notice is given at least not later than thirty (30) days prior to after receipt by the Tenant of notice of the effective date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possessiontaking. If any part so much of the building other than the Premises Building shall be so taken that the Landlord reasonably determines, in good faith, that it would be necessary to substantially alter the Building so as to render in Lessor's opinion the termination of this Lease beneficial that a rebuilt Building will not be substantially similar to the remaining portion of Building before such taking, the building, Lessor Landlord shall have the right within sixty (60) days of said taking to terminate this Lease upon by giving notice to the Tenant of the Landlord’s desire to do so not later than thirty (30) days written notice after the effective date of such taking. Should any part of the Premises be so taken or condemned during the Term, and should this Lease be not terminated in accordance with the foregoing provisions, the Landlord agrees to Lessee. In use reasonable efforts to put what may remain of the event Premises into proper condition for use and occupation as nearly like the condition of any taking, whether whole or partial, Lessor the Premises prior to such taking as shall be entitled practicable, subject, however, to all awards, settlements, or compensation which may be given for the land applicable laws and buildingscodes then in existence. Lessee The Landlord shall have no claim against Lessor for obligation to expend in the value aforesaid restoration more than the proceeds of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessorreceived in any condemnation or eminent domain proceeding, or any sum paid in lieu thereof.

Eminent Domain. If (1) the whole or more than twenty percent (20%) of the floor area of the Leased Premises shall be taken or condemned by Eminent Domain for any public authority under or quasi-public use or purpose, and either party shall elect, by giving written notice to the power of eminent domainother, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if (2) more than twenty-five percent (25%) of the rentable square footage floor area of the Premises Building shall be so taken, then either partyand Landlord shall elect, in its sole discretion, by giving written notice to the otherTenant, any said written notice to be given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other not more than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking after the date on which title shall vest in such condemnation proceeding, to terminate this Lease, then, in either such event, the term of this Lease upon thirty (30) days written notice to Lesseeshall cease and terminate as of the date of title vesting. In the event case of any takingtaking or condemnation, whether whole or partialnot the term of this Lease shall cease and terminate, Lessor the entire award shall be the property of Landlord, and Tenant hereby assigns to Landlord all its right, title and interest in and to any such award, except that Tenant shall be entitled to all awardsclaim, settlements, or compensation which prove and receive in the proceedings such awards as may be given allowed for moving expenses, loss of profit and fixtures and other equipment installed by it which shall not, under the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term terms of this Lease. Lessee , be or become the property of Landlord at the termination hereof, but only if such awards shall have be made by the right to seek an independent condemnation, court or other authority in addition to, and separate award from the condemning authority so long as such award does not diminish the amount of be stated separately from, the award payable to Lessormade by it for the Property or part thereof so taken.

Eminent Domain. 13.1 If the whole all or substantially all of the Premises shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, (or purchased by similar law authorizing the condemnor involuntary taking of private property, which shall include a sale in lieu thereofthereof to a public body), then either party hereto shall have the term of right, at its option, to terminate this Lease shall cease effective as of the date possession is taken by such public said authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor Landlord shall be entitled to any and all awardsincome, settlementsrent, or compensation award and any interest thereon whatsoever which may be given for the land and buildingspaid or made in connection with such public or quasi-public use or purpose. Lessee Tenant shall have no claim against Lessor Landlord for any portion of Landlord's award and shall not make a claim for the value of any unexpired term of this Lease. 13.2 If only a portion of the Premises is taken, then this Lease shall continue in full force and effect and the proceeds of the award shall be used by Landlord to restore the remainder of the improvements on the Premises so far as practicable to a complete unit of like quality and condition to that which existed immediately prior to the taking, and the Minimum Rent shall be reduced in proportion to the floor area of the Premises taken. Lessee Landlord's restoration work shall have not exceed the scope of work done by Landlord in originally constructing the Premises and the cost of such work shall not exceed the amount of the award received by Landlord with respect to the Premises. 13.3 Nothing hereinbefore contained shall be deemed to deny to Tenant its right to seek an independent and claim a separate award from the condemning authority so long as such award does not diminish for the amount unamortized costs of the award payable to LessorTenant Improvements or damages for its trade fixtures and Personal Property.

Eminent Domain. If the whole of the Premises shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of Building containing the Premises shall be so takentaken or condemned for public or quasi-public use, then either partyunder any statute or by right of eminent domain, or private purchase in lieu thereof, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public any competent authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee Tenant shall have no claim against Lessor Landlord and shall not have any claim or right to any portion of the amount that may be awarded as damages or paid as a result of any such condemnation. All rights of the Tenant to damages therefor are hereby assigned by the Tenant to Landlord; provided, nothing contained in this Section 15 shall be deemed to give Landlord any interest in any award made to Tenant for the taking of personal property and fixtures belonging to Tenant. Upon such condemnation or taking, the term of this Lease shall cease and terminate from the date such governmental agency takes possession, and the Tenant shall have no claim against Landlord for the value of any unexpired term of this the Lease. Lessee If less than twenty-five percent (25%) of the Building shall be so taken, but if such taking shall substantially affect the Premises or the means of access thereto, or if such taking shall be of a substantial part of the Premises, Landlord or Tenant shall have the right right, by delivery of notice in writing to seek an independent and separate award from the condemning authority so long other party, to terminate this Lease as such award does not diminish the amount of the award date when possession shall be so taken. If neither party shall so elect, this Lease shall be and remain unaffected by such taking except that, effective as of the date when possession shall be so taken, the rent payable hereunder shall be diminished by an amount which shall bear the same ratio to Lessorthe rent as the area of the part of the Premises taken bears to the area of the Premises before such taking.

Eminent Domain. If the whole of or any substantial part of the Premises shall be is taken by any public authority under the power of eminent domain, or purchased by taken in any manner for any public or quasi public use, so as to render (in Lessee's reasonable judgment) the condemnor in lieu thereofremaining portion of the Premises unsuitable for the purposes intended hereunder, then the term of this Lease shall cease as of the date day possession is shall be taken by such public authorityauthority and Lessor shall make a pro rata refund of any prepaid rent. If only part All damages awarded for such taking under the power of eminent domain or any like proceedings shall belong to and be the property of Lessor, Lessee hereby assigning to Lessor its interest, if any, in said award. In the event that fifty percent (50%) or more of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder building area or fifty percent (50%) or more of the Premises cannot be made tenantable for value of EastPark One is taken by public authority under the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) power of the rentable square footage of the Premises shall be so takeneminent domain, then either partythen, at Lessor's option, by written notice to the otherLessee, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right mailed within sixty (60) days of said taking to from the date possession shall be taken by such public authority, Lessor may terminate this Lease effective upon thirty a date within ninety (3090) days written from the date of such notice to Lessee. In Further, if the event whole of or any taking, whether whole or partial, Lessor shall be entitled to all awards, settlementsmaterial part of the Premises is taken by public authority under the power of eminent domain, or compensation which may be given taken in any manner for any public or quasi-public use, so as to render the remaining portion of the Premises unsuitable in Lessee's reasonable opinion, for the land and buildings. Lessee shall have no claim against Lessor for the value purposes intended hereunder, upon delivery of any unexpired term of this Lease. Lessee shall have the right possession to seek an independent and separate award from the condemning authority so long pursuant to the proceedings, Lessee may, at its option, terminate this Lease as such award does not diminish the amount of the award payable to Lessor.the

Eminent Domain. If the whole or any part of the Premises shall be taken by for any public authority or quasi public use under the power any statute or by right of eminent domain, domain or purchased by the condemnor deed in lieu thereof, then Lessee reserves unto itself the term of this Lease shall cease as of the date possession is taken right to prosecute its claim for any award based upon injury caused to its leasehold interest by such public authoritytaking, without impairing any rights of Lessor for the taking of or injury to the reversion. If only In the event a part of the Premises shall be taken and that (1) the part so taken, taken includes the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using building on the Premises or if more than twenty-any part thereof, or (2) the part so taken shall consist of twenty five percent (25%) or more of the rentable square footage total parking area; or (3) such part so taken shall result in cutting off direct access from the Premises to any adjacent street or highway, then and in any such event, Lessee may at any time either prior to or within a period of sixty (60) days after the date when possession of the Premises shall be so taken, then either party, required by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public taking authority, may elect to terminate this Lease. In the event neither Lessor or Lessee shall exercise such option to terminate this Lease effective as of such surrender of possession. If any or in the event that a part of the building other than the Premises shall be so taken so as to render in Lessor's opinion under circumstances under which the termination of this Lease beneficial to Lessee will have no such option, then the Lessor shall, at its own cost and expense and with reasonable promptness, restore the remaining portion of the buildingPremises to the extent necessary to reconstitute the improvements thereon as a complete architectural unit, Lessor shall have susceptible to the right within sixty (60) days same use as that which was in effect immediately prior to such taking and the rental payable under the provisions of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled equitably reduced according to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for decrease in the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount utility of the award payable to LessorPremises for Lessee's intended use and the effect thereof upon the business of the Lessee.

Eminent Domain. If at any time during the whole Term of this Lease the entire Premises or any part thereof shall be taken by any public authority under as a result of the exercise of the power of eminent domaindomain or sold under threat of the exercise of such power (a “taking”), or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease terminate as to the part so taken as of the date the condemning authority takes possession is taken by such public authorityor title, whichever occurs first. If only part all or any substantial portion of the Premises, or any portion of the Building other than the Premises, shall be taken, Landlord may terminate this Lease, at its option, by giving Tenant written notice of such termination within thirty (30) days of such taking. If all or a portion of the Premises in excess of twenty percent (20%) of the floor area thereof shall be so takentaken with the result that Tenant’s use of the Premises is substantially impaired, the Tenant may terminate this Lease at its option by giving Landlord written notice of such termination within thirty (30) days of such taking. If neither party terminates this Lease pursuant to this Article, this Lease shall terminate only as to the portion taken, and shall continue remain in full force and effect as to except that the remainder of said Premises, and the monthly rent payable by Tenant hereunder shall be reduced proportionatelyin the same proportion as the floor area taken in the Premises bears to the total floor area in the Premises. Landlord shall be entitled to and Tenant hereby assigns to Landlord the entire amount of any award or payment made in connection with a taking; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor Tenant shall be entitled to all awards, settlements, any payment or compensation which may be given for award attributable to the land and buildings. Lessee shall have no claim against Lessor for the value taking of any unexpired term of this Lease. Lessee shall have the right removable personal property or trade fixtures belonging to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to LessorTenant.

Eminent Domain. (a) If the whole any part of the Premises shall be Premises, the Building, and/or the Land (not resulting in a total taking of the Premises, thereby causing a termination of this Lease) is taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu similar authority or power, or sold under imminent threat thereof, then the term of to any public or quasi-governmental authority or entity, this Lease shall cease terminate as to the part of the Premises so taken or sold, effective as of the date taking, or the date that delivery of possession is taken required, by such public authorityor quasi-governmental authority or entity. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if The Rent for the remainder of the Premises cannot term under this Lease shall be made tenantable for reduced in the purposes for which Lessee has been using proportion that the Premises or if more than twenty-five percent (25%) of the rentable Tenant’s total square footage of the Premises is reduced by the taking. Further, the Tenant shall be so takenentitled to recover and keep for itself from the public or quasi-governmental authority or entity any amount(s) necessary to compensate the Tenant for any and all damages, then either partyloses, and for any other reason attributable as a result of such taking. (b) If a total taking of the Premises, the Building, or the Land occurs, or if a partial taking or the sale of the Building, or the Land occurs, and it: (i) results in an inability of the Tenant to use the Premises for the Tenant’s intended purpose, as determined by written notice the Tenant; or (ii) renders the Building unviable or useless to the otherTenant, given at least this Lease shall terminate, with such termination being made effective thirty (30) days prior after the Tenant receives notice of such taking, or when the taking occurs, whichever is sooner. (c) All condemnation awards and similar payments shall be paid and belong to the date Landlord, except any amounts otherwise described above in this Lease, in addition to any amounts awarded or paid specifically for Tenant’s trade fixtures, loss of business, relocation costs, and other benefits that possession must be surrendered the Tenant ADSLLP-00086836.8 is otherwise entitled to receive under the public authority, may terminate this Lease effective as of such surrender of possession. If law (provided Xxxxxx’s award does not reduce Landlord’s award or attribute any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial value to the remaining portion of leasehold interest). Nothing contained herein shall prevent or diminish the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the Tenant’s right to seek an independent and separate award from deal on its own behalf with the condemning authority so long as such award does not diminish the amount of the award payable to Lessorauthority.

Eminent Domain. 22.01. If the whole or a substantial part of the Premises Building shall be lawfully taken by condemnation or in any other manner for any public authority under the power or quasi-public use of eminent domainpurpose, or purchased by the condemnor in lieu thereof, then this Lease and the term of this Lease and estate hereby granted shall cease forthwith terminate as of the date possession of vesting of title on such taking (which date is taken by such public authority. If only part herein after also referred to as the “date of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premisestaking”), and the monthly rent rents shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective prorated and adjusted as of such surrender of possessiondate. 22.02. If any part of the building other than the Premises Building shall be so taken so as to render in Lessor's opinion the termination of taken, this Lease beneficial to the remaining portion of the buildingshall be unaffected by such taking, Lessor shall have the right within sixty (60) days of said taking except that Tenant may elect to terminate this Lease upon thirty (30) days written notice to Lessee. In in the event of any a partial taking, whether whole or partial, Lessor if the area of the Demised Premises shall not be reasonably sufficient for Tenant to continue feasible operation of its business. 4846-0294-9028.v11 22.03. 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 awardsof its right, settlementstitle, and interest in or to every such award. The foregoing shall not, however, deprive, limit, nor restrict Tenant of, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of from, any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such for moving expenses, business dislocation damages or for any other award does which would not diminish the amount of reduce the award payable to LessorLandlord. Upon the date the right to possession shall vest in the condemning authority, this Lease shall cease and terminate with Rent adjusted to such date.

Eminent Domain. 17.1. If after the execution of the Sublease and prior to the expiration of the ----- term of this Sublease, the whole of the Subleased Premises shall be taken by any public authority under the power of eminent domain, then the term of this Sublease shall cease as of the time when Sublessor shall be divested of its title in the Subleased Premises, and all rent shall be apportioned and adjusted as of the time of termination. 17.2. If only a part of the Subleased Premises shall be taken under the power ----- of eminent domain, then if as a result thereof the Subleased Premises shall not be reasonably adequate for the operation of the business conducted in the Subleased Premises prior to the taking, Sublessor or purchased Sublessee may, at its election, terminate the term of this Sublease by giving the condemnor in lieu thereofother notice of the exercise of its election within thirty (30) days after it shall receive notice of such taking, and the termination shall be effective as of the time that Sublessee is dispossessed, and all rent shall be apportioned and adjusted as of the time of termination. If only a part of the Subleased Premises shall be taken under the power of eminent domain, and if the term of this Sublease shall not be terminated as aforesaid, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and Sublease shall continue in full force and effect effect, and Sublessor shall, within a reasonable time after possession is required for public use, repair and rebuild what may remain of the leased Premises so as to put the remainder of said Premisessame into condition for use and occupancy by Sublessee, and a just proportion of all rent according to the monthly rent nature and extent of the injury to the Subleased Premises shall be reduced proportionately; providedabated for the balance of the term of this Sublease. All awards attributable to the Sublessee's loss of leasehold improvements or trade fixtures or other awards directly related to the Sublessee's business shall be the property of the Sublessee. 17.3. Sublessor reserves to itself, and Sublessee assigns to Sublessor, all ----- rights to damages accruing on account of any taking under the power of eminent domain or by reason of any act of any public or quasi public authority for which damages are payable. Sublessee agrees to execute such instruments of assignment as may be reasonably required by Sublessor in any proceeding for the recovery of damages that may be recovered in such proceeding. It is agreed and understood, however, if the remainder Sublessor does not reserve to itself, and Sublessee does not assign to Sublessor, any damages payable for movable trade fixtures installed by Sublessee or anybody claiming under Sublessee at its own cost and expense, or any awards attributable to the Sublessee's loss of leasehold improvements or trade fixtures or other awards directly related to the Sublessee's business which shall be the property of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to LessorSublessee.

Eminent Domain. If the whole all or any part of the Premises shall be are taken by any public or quasi-public authority under the power of eminent domain, or purchased by the condemnor conveyed to such authority in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so takencondemnation, then either party, at its option, shall have the right to terminate this Lease as of the day possession shall be taken by such authority. If, as a result of any such taking, or conveyance in lieu of condemnation, more than fifty percent (50%) of the net rentable area of the Building is rendered untenantable, then the Lessor shall have the right and option (exercised, if at all, by giving written notice to the other, given at least within thirty (30) days prior of such taking or conveyance) to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of the date of such surrender of possessiontaking or conveyance. If all or any part of the building other than Building in which the Premises are located shall be so taken so as to render by any such authority, or conveyed in Lessor's opinion the termination lieu of this Lease beneficial to the remaining portion of the buildingcondemnation, then Lessor shall have the right within sixty (60) days of said taking and option to terminate this Lease upon thirty (30) days written notice to LesseeLease. In the event this Lease is terminated for any of the reasons aforesaid, any taking, whether whole rents or partial, Lessor other payments shall be entitled prorated as of the effective date of such termination and proportionately refunded to all awardsthe Lessee or paid to the Lessor as the case may be, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this the Lease. All damages awarded for such taking under the power of eminent domain, or conveyance in lieu thereof, shall belong to and be the property of Lessor irrespective of the basis upon which they were awarded; provided, however, that Lessee shall have the right be entitled to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount receive any damages specifically awarded for its share of the award payable to Lessor.moving expenses. LEASE – MASTERCONTROL, INC. OLD MILL BUILDING IV, LLC – Suite 300

Eminent Domain. If the whole of the Premises shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee Tenant has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in LessorLandlord's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor Landlord shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to LesseeTenant. In the event of any taking, whether whole or partial, Lessor Landlord shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee Tenant shall have no claim against Lessor Landlord for the value of any unexpired term of this Lease. Lessee Tenant shall have the right to seek an independent and separate award from the condemning authority for relocation benefits and for any tangible personal property of the Tenant taken so long as such award does not diminish the amount of the award payable to LessorLandlord.

Eminent Domain. If (a) In the event that title to the whole of the Premises shall be taken by or any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so takenlawfully condemned or taken in any manner for any public or quasi-public use or purpose, this lease and the term and estate hereby granted shall forthwith cease and terminate as of the date of vesting of title and the Landlord shall be entitled to receive the entire award, the Lease shall terminate only as Tenant hereby assigning to the portion taken, and shall continue in full force and effect as to Landlord the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, howeverTenant's interest therein, if any. (b) In the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice event that title to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any a part of the building Building other than the Premises shall be so condemned or taken so and if in the opinion of the Landlord, the Building should be restored in such a way as to render in Lessor's opinion alter the Building or the Premises materially, the Landlord may terminate this lease and the term and estate hereby granted by notifying the Tenant of such termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days following the date of said taking to terminate vesting of title, and this Lease upon thirty lease and the term and estate hereby granted shall expire on the date specified in the notice of termination, not less than sixty (3060) days written notice to Lesseeafter the giving of such notice, as fully and completely as if such date hereinbefore set for the expiration of the term of this lease, and the Rent hereunder shall be apportioned as of such date. In the event of any taking, whether whole or partial, Lessor Landlord shall be entitled to all awards, settlements, or compensation which may be given for receive the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessorentire award.

Eminent Domain. If the whole or substantial part of the Premises shall be taken by any public or governmental authority under the power of eminent domain, or purchased by then, at Lessee's election, made in writing within 90 days after Lessee shall have received written notice of the condemnor in lieu thereofcommencement of such eminent domain proceeding from Lessor, then the term of this Lease shall shal1 cease as of the date possession is taken by such public authorityauthority and the rent shall be paid up to that date. Any unearned rental shall be returned by Lessor. If only a part of the leased Premises shall be so takentaken and Lessee elects not to terminate this Lease, the then this Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, Premises and all of the monthly rent terms herein provided shall continue in effect; except that the rental shall be reduced proportionately; providedin proportion to the respective amounts of interior and exterior areas in terms of square feet, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either partyand Lessor, by written notice at its own Cost and expense, shall make all necessary repairs and alterations to the otherleased Premises required by such taking unless Lessor, given at least thirty (30) its election, made in writing within 30 days prior to after the date that possession must be surrendered to the public authorityfor Lessee's election provided above, may shall terminate this Lease effective as of the date possession is taken by such surrender authority. In consideration of possession. If any part such right of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the buildingtermination, Lessor shall have Lessee retain`s the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In receive and retain damages from the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor condemning authority for the value of any unexpired term of this Lease. Lessee shall have its leasehold interest or leasehold improvement in the right to seek an independent and separate award from the condemning authority Premises so long as such terms are separately identified and compensated by the authority and to the extent that award does not diminish have the amount result of reducing the fair market value of the award payable to Lessor.Premises. The term "

Eminent Domain. 23.01 If the whole of the Demised Premises shall be taken by any public or quasi-public authority under the power of condemnation, eminent domaindomain or expropriation, or purchased by in the condemnor event of conveyance of the whole of the Demised Premises in lieu thereof, then the term of this Lease shall cease terminate as of the date day possession is shall be taken by such public authorityauthority and Landlord shall forthwith, subject to the provisions of Article 8, return Tenant's Security Deposit and any prepaid amounts. If only part 25% or less of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder Floor Space of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Demised Premises shall be so taken so as to render in Lessor's opinion the termination of or conveyed, this Lease beneficial to the remaining portion shall terminate only in respect of the buildingpart so taken or conveyed as of the day possession shall be taken by such authority. If more than 25% of the Floor Space of the Demised Premises shall be so taken or conveyed, Lessor this Lease shall terminate only in respect of the part so taken or conveyed as of the day possession shall be taken by such authority, but either party shall have the right within sixty (60) days of said taking right, to terminate this Lease upon thirty (30) notice given to the other party within 30 days written after such taking possession. If more than 25% of the Floor Space of the Building shall be so taken or conveyed, Landlord may, by notice to LesseeTenant, terminate this Lease as of the day possession shall be taken. In If more than 25% of the Floor Space of the Building shall be so taken or conveyed, and Tenant, in its reasonable business judgment, is unable to continue to operate in the Demised Premises, Tenant may, by notice to Landlord, terminate this Lease as of the day possession shall be taken. If so much of the parking facilities shall be so taken or conveyed that the number of parking spaces necessary, in Landlord's reasonable judgment, for the continued operation of the Building shall not be available, Landlord shall, by notice to Tenant, terminate this Lease as of the day possession shall be taken. If this Lease shall continue in effect as to any portion of the Demised Premises not so taken or conveyed, the Rent shall be computed as of the day possession shall be taken on the basis of the remaining Floor Space of the Demised Premises. Except as specifically provided herein, in the event of any takingsuch taking or conveyance there shall be no reduction in Rent. If this Lease shall continue in effect, Landlord shall, at its expense, but shall be obligated only to the extent of the net award or other compensation (after deducting all expenses in connection with obtaining same) available to Landlord for the improvements taken or conveyed (excluding any award or other compensation for land or for the unexpired portion of the term of any Superior Lease), make all necessary alterations so as to constitute the remaining Building a complete architectural and tenantable unit, except for the Tenant's Property, and Tenant shall make all alterations or replacements to the Tenant's Property and decorations in the Demised Premises. All awards and compensation for any taking or conveyance, whether for the whole or partiala part of the Land or Building, Lessor the Demised Premised or otherwise, shall be the property of Landlord, and Tenant hereby assigns to Landlord all of Tenant's right, title and interest in and to any and all such awards and compensation, including, without limitation, any award or compensation for the value of the unexpired portion of the Term. Tenant shall be entitled to all awardsclaim, settlements, prove and receive in the condemnation proceeding such award or compensation which as may be given allowed for the land Tenant's Property and buildings. Lessee for loss of business, good will, and depreciation or injury to and cost of removal of the Tenant's Property, but only if such award or compensation shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from be made by the condemning authority so long as such award does in addition to, and shall not diminish the amount of result in a reduction of, the award payable or compensation made by it to LessorLandlord.

Eminent Domain. If (1) the whole or more than fifty percent (50%) of -------------- the floor area of the Premises shall be taken or condemned by Eminent Domain for any public authority under or quasi-public use or purpose, and either party shall elect, by giving written notice to the power of eminent domainother, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if (2) more than twenty-five percent (25%) of the rentable square footage floor area of the Premises Building shall be so taken, then either partyand Landlord shall elect, in its sole discretion, by giving written notice to the otherTenant, any written notice to be given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other not more than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking after the date on which title shall vest in such condemnation proceeding, to terminate this Lease, then, in either such event, the Term of this Lease upon thirty (30) days written notice to Lesseeshall cease and terminate as of the date of title vesting. In the event case of any takingtaking or condemnation, whether whole or partialnot the Term of this Lease shall cease and terminate, Lessor the entire award shall be the property of Landlord, and Tenant hereby assigns to Landlord all its right, title and interest in and to any such award, except that Tenant shall be entitled to all awardsclaim, settlements, or compensation which prove and receive in the proceedings such awards as may be given allowed for moving expenses, loss of profit and fixtures and other equipment installed by it which shall not, under the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term terms of this Lease. Lessee , be or become the property of Landlord at the termination hereof, but only if such awards shall have be made by the right to seek an independent condemnation, court or other authority in addition to, and separate award from the condemning authority so long as such award does not diminish the amount of be stated separately from, the award payable to Lessormade by it for the Property or part thereof so taken.

Eminent Domain. If 9.01. In the event that the whole of the Premises demised premises shall be lawfully condemned or taken by in any manner for any public authority under the power of eminent domainor quasi- public use or purpose, or purchased by the condemnor in lieu thereof, then this Lease and the term of this Lease and estate hereby granted shall forthwith cease and terminate as of the date possession is taken by such public authority. If only part of vesting of title (hereinafter referred to as the Premises shall be so taken, the Lease shall terminate only as to the portion taken"date of taking"), and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee Tenant shall have no claim against Lessor for Landlord for, or make any claim for, the value of any unexpired term of this Lease, and the rent and additional rent shall be apportioned as of such date. 9.02. Lessee shall have In the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount event that any part of the award payable demised premises shall be so condemned or taken, then this Lease shall be and remain unaffected by such condemnation or taking, except that the rent and additional rent allocable to Lessor.the part so taken shall be apportioned as of the date of taking provided, however, that Tenant may elect to cancel this Lease in the event that*** more than twenty-five (25%) of the demised premises should be so condemned or taken, provided such notice of election is given by Tenant to Landlord not later than thirty ** such condemnation or taking results in Tenant being unable to reasonably use the demised premises for the purposes permitted hereunder (a "Material Taking"),

Eminent Domain. If Section 22.01. In the whole event, during the term of this Lease, that the entire demised premises are acquired by the exercise of the Premises power of eminent domain, this Lease shall terminate at the time possession must be surrendered, and the Tenant shall be taken relieved of all future payments provided for herein. Section 22.02. In the event, during the term of this Lease, that only a portion of the demised premises is acquired by the exercise of the power of eminent domain, and the demised premises as thus affected cannot be reasonably used by the Tenant, then this Lease shall be terminable by the Tenant by serving written notice upon the Landlord, and when so terminated, the Tenant shall be relieved of all future rental payments provided for herein. Section 22.03. In either of said events, Landlord shall be entitled to the proceeds arising out of any public authority such acquisition of the demised premises, or portion thereof, under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises that nothing herein contained shall be construed so takenas to prevent the Tenant from making a claim for a separate award for any relocation expense, then either party, by written notice or for such losses as it may sustain in connection with any items belonging to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any Tenant and not a part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the buildingdemised premises; and provided, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any takingfurther, whether whole or partial, Lessor that Tenant shall be entitled to all awardsany amount specifically designated for such losses which it may sustain in either of said events, settlementswhether such amount shall be a separate award in itself, or compensation which may shall be given for the land and buildings. Lessee shall have no claim against Lessor for the value only a part of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessoraward.

Eminent Domain. If In the whole event of the taking of at least twenty (20%) percent of the total land area of the Shopping Center or any portion of the Premises by eminent domain or as the result of any law, order, regulation or ordinance or any government or governmental agency, neither party shall be taken by liable to the other in any public authority under the power of eminent domain, or purchased by the condemnor in lieu respect on account thereof, then the term of this Lease and such taking shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lesseeconstitute an eviction. In the event of any such taking, whether whole or partialwith rent abatement as of this date of such taking, Lessor may terminate this Lease, at its option, by notice in writing duly given within thirty (30) days following the effective date of the taking. If Lessor elects to so terminate this Lease, Lessor shall be entitled to all awardsreceive and retain the entire proceeds paid in the taking, settlements, or compensation which may be given including any amounts paid for the land and buildingsPremises taken, as well as any amounts paid on account of the diminution in value of the leasehold estate. Lessee shall have no claim against be entitled to receive and retain only such amounts as may be paid on account of its moving expenses of its movable fixtures to a location within fifteen (15) miles of the Shopping Center. If, on the other hand, Lessor for does not elect to terminate this Lease on account of such taking, then Lessor shall apply so much of the value condemnation award as may be necessary in order to restore the Shopping Center to a condition comparable to its condition immediately prior to taking and the Premises to a condition as originally delivered to Lessee. Further, in the event Lessor does not elect to terminate this Lease, the rent and all other charges shall be reduced in proportion to the reduction in the square footage of the Premises and all common areas. If by reason of any unexpired term of taking, Lessee in its opinion is unable to reasonably conduct its business, this Lease. Lessee Lease shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessorterminate.

Eminent Domain. Section I. If the whole or substantially all of the Premises hereby leased --------- shall be taken by any a public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease the Sublease shall cease as of the date day possession is shall be taken by such public authority, and the rent shall be paid up to that date with a proportionate refund by Sublessor of such rent as shall have been paid in advance. Section II. If only part less than substantially all of the floor area of the ---------- Premises shall be so taken, provided that the Lease area remaining is adequate for Sublessee's business purposes, the term of the Sublease shall terminate cease only on the parts so taken as to of the portion taken, and day possession shall continue in full force and effect as to the remainder of said Premisesbe taken by such public authority, and the monthly rent shall be reduced proportionately; paid up to that day with a proportionate refund by Sublessor of such rents as may have been paid in advance, and thereafter the minimum rent shall be equitably abated. Section III. All damages awarded for such taking under the power of ----------- eminent domain, whether for the whole or a part of the Premises, shall be the property of Sublessor whether such damages shall be awarded as compensation for diminution in value of the leasehold or to the fee of the Premises provided, however, if that the remainder of the Premises canSublessor shall not be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount made to Sublessee for loss of the award payable business, depreciation to Lessorand cost of removal of stock and fixtures.

Eminent Domain. If the whole any portion of the Premises shall be taken or appropriated by any public or quasi-public authority under the power of eminent domain, or purchased by more than 15.00 percent of the condemnor in lieu thereofTenant's parking spaces or any portion of the Building or Common Facilities reasonably required for the Tenant's authorized use of the Premises, then either party shall have the term of right, at its option, to terminate this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by giving written notice to the otherother party, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor and Landlord shall be entitled to any and all awardsincome, settlementsrent, award, or compensation any interest therein whatsoever which may be given for the land paid or made in connection with such public or quasi-public use or purpose, and buildings. Lessee Tenant shall have no claim against Lessor Landlord for the value of any unexpired term of this Lease. Lessee If any portion of the Premises or any portion of the Building or Common Facilities reasonably required for the Tenant's authorized use of the Premises is taken and neither party elects to terminate as herein provided, the Rent thereafter to be paid shall be equitably reduced. If more than ten percent (10%) of the Building other than the Premises may be so taken or appropriated, Landlord shall have the right at its option to seek an independent terminate this Lease by giving thirty (30) days written notice to Tenant and shall be entitled to the entire award as above provided. Tenant shall, however, have the right to pursue a separate award from the condemning authority so long claim for any other damage suffered as a result of such award taking. If Landlord does not diminish terminate this Lease in accordance with this Section, Landlord shall forwith restore the amount of Premises, Building and Common Facilities affected by the award payable taking to Lessorthe fullest extent possible.

Eminent Domain. If the whole all or any part of the Premises shall be taken by any public authority under as a result of the exercise of the power of eminent domain, domain or purchased by the condemnor sale in lieu thereofof such taking (collectively, then the term of any "Taking"), this Lease shall cease terminate as to the part so taken as of the date possession is taken by such public authority. If only part of Taking, and, in the case of a partial Taking, either Landlord or Tenant shall have the right to terminate this Lease as to the balance of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least other within thirty (30) days prior after such date, provided, however, that a condition to the date that possession must be surrendered to the public authority, may terminate this Lease effective as exercise by Tenant of such surrender of possession. If any part of the building other than the Premises right to terminate shall be so taken so as to render in Lessor's opinion that the termination of this Lease beneficial to the remaining portion of the buildingPremises taken shall be of such extent and nature as substantially to handicap, Lessor impede or impair Tenaxx'x xse of the balance of the Premises. In the event of the Taking of a material portion of the Project (whether or not the Premises is affected thereby), Landlord shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written by notice to LesseeTenant within 30 days following such Taking. In the event of any takingTaking, whether whole or partial, Lessor Landlord shall be entitled to any and all compensation, damages, income, rent, awards, settlements, or compensation any interest therein whatsoever which may be given for the land paid or made in connection therewith, and buildings. Lessee Tenant shall have no claim against Lessor Landlord for the value of any unexpired term Term of this LeaseLease or otherwise. Lessee shall have Notwithstanding the right foregoing, Tenant may apply to seek an independent and the condemning party for a separate award from the condemning authority so long as for Tenant's relocation costs and loss of good will, unless such award diminishes the award otherwise payable to Landlord, in which case Tenant shall be precluded from making such an application. In the event of a partial Taking of the Premises which does not diminish the amount result in a termination of the award payable to Lessor.this

Eminent Domain. If the whole entire Building is taken by eminent domain, this Lease Agreement shall automatically terminate as of the date of taking. If a portion of the Building is taken by eminent domain, the Landlord shall have the right to terminate this Lease Agreement, provided it gives written notice thereof to the Tenant within ninety (90) days after the date of taking. If a portion of the Premises shall be is taken by any public authority eminent domain and this Lease Agreement is not terminated by Landlord, Tenant shall have the right to terminate this Lease Agreement, provided it gives written notice thereof to Landlord within ninety (90) days of the date of taking. If neither Landlord nor Tenant terminates, then the Landlord shall, at its expense, restore the Premises to as near the condition which existed immediately prior to the date of taking as reasonably possible, and the rentals shall xxxxx during such period of time as the Premises are untenantable, in the proportion that the untenantable portion of the Premises bears to the entire Premises. All damages awarded for such taking under the power of eminent domaindomain shall belong to and be the sole property of Landlord, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as irrespective of the date possession is taken by such public authority. If only part of the Premises shall be so takenbasis upon which they are awarded, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises that nothing contained herein shall be so taken, then either party, by written notice prevent Tenant from making a separate claim to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish for its moving expenses and trade fixtures. For purposes of this Article, a taking by eminent domain shall include Landlord's giving of a deed under threat of condemnation, and shall be deemed to occur on the amount earlier of the award payable to Lessordate fee simple title has vested or possession has been obtained by the taking authority.

Eminent Domain. If the whole all or any part of the Premises shall be is taken by any public authority under the power of eminent domain, domain by (or purchased by the condemnor conveyed in lieu thereofof such exercise to) any public authority, then Tenant’s obligations as to the term of this Lease shall cease part so taken as of the date possession of taking shall terminate. In the case of a partial taking, Tenant may terminate this Lease by notice within thirty (30) days after the taking if the portion of the Premises taken substantially prevents Tenant’s use of the balance of the Premises for any Permitted Use. In the case of a partial taking where this Lease is not terminated, all Payment Obligations shall xxxxx based on the rentable square footage taken by from the building(s) on the Premises and Landlord shall restore the balance of such public authoritybuilding(s) to a reasonably tenantable condition. If only All damages awarded for any taking of all or any part of the Premises shall be so takenbelong to Landlord, the Lease shall terminate only whether as to the portion taken, and shall continue compensation for diminution in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder value of the Premises canleasehold or of Landlord’s fee interest. Landlord shall not be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from made to Tenant for removal and reinstallation of Tenant’s fixtures, for moving expenses or for loss of business. Rental shall not xxxxx until such time as Tenant shall terminate the condemning authority so long as such award does Lease Agreement, and all lease payments shall continue until said time. If condemnation proceeds are not diminish available to cover the amount cost of restoring the award payable premises in the manner provided for herein, Landlord shall be under no obligation to Lessorrebuild and restore said premises.

Eminent Domain. If the whole of the Premises shall be taken by any public -------------- authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessor.

Eminent Domain. If the whole of the Premises shall be Property is lawfully taken by condemnation or in any other manner for any public authority under the power of eminent domainor quasi-public purpose, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease terminate as of the earlier of the date title vests or the date possession is taken by given, and Rent shall be prorated to such public authoritydate. If only part less than the whole of the Premises shall be so taken, Property or the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be improvements is so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion balance of the building, Lessor shall have Property unsuitable for use by the right within sixty (60) days Tenant in the same manner as Tenant’s use of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event Property at the time of any such taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee then Landlord shall have the right to seek an independent and separate award from improve the condemning authority so long as such award does not diminish the amount balance of the award payable Property in such a manner that will permit the Tenant to Lessoruse the Property in the same manner as Tenant’s use of the Property at the time of the taking. Such improvements shall include the replacement or construction of any improvements (in size, use and scope) lost as a result of the taking. Landlord’s obligation shall be limited to the consideration it receives as a result of the taking. In the event Landlord elects riot to or is unable to improve the Property to permit the Tenant to use the Property in the same manner as Tenant’s use of the Property as of the taking, Landlord shall notify Tenant of such election or inability within fifteen (15) days of such taking and Tenant shall have ninety (90) days from such notice to terminate this Lease. Rent shall be prorated to the date of such termination. If this Lease continues in force upon such partial taking, the Rent shall be equitably adjusted according to the remaining area of the Property and the use thereof by Tenant.

Eminent Domain. If SECTION 12.01: In the whole event, during the term of the Premises this Lease, proceedings shall be taken by any public authority instituted under the power of eminent domain, or purchased by domain which shall result in the condemnor in lieu thereof, then the term taking of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the leased premises or the floor area of the building other than in which the Premises shall be so taken so as to render in Lessor's opinion leased premises are a part, or the termination taking of this Lease beneficial to the remaining a material portion of the buildingparking area so the number of spaces is thereby reduced to such an extent that Lessee's business is significantly and adversely affected, and which shall result in an eviction total or partial of the Lessee therefrom, then at the time of such eviction, this Lease shall be void and the term above demised shall cease and terminate; and if Lessee shall thereafter continue in possession of the premises or any part thereof, it shall be a Lease from month to month and for no longer term, anything in this instrument to the contrary notwithstanding. If there is only a partial taking, not including a portion of the building or reducing parking to the extent described in the previous sentence, the Lessor shall have restore the right within sixty (60) days parking to the extent necessary to permit Lessee to continue the use of the premises and there shall be no reduction in the monthly rental. Provided further, that the whole of any award for any portion of the premises, or the building taken by reason of said taking condemnation proceedings shall be the sole property of, and be payable to terminate this Lease upon thirty (30) days written notice the Lessor and provided further, that the whole of any award for loss of business and for removal and relocation expenses in any condemnation proceedings shall be the sole property of, and be payable to the Lessee. In It is further agreed that in any such condemnation proceedings the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to each seek an independent its own award and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessorat its own expense.

Eminent Domain. If the whole of the Premises shall be taken by at any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then time during the term of this Lease the entire Premises or any, part thereof shall cease be taken as a result of the exercise of the power of eminent domain or by an agreement in lieu thereof, this Lease shall terminate as to the part so taken as of the date possession is taken by such public the condemning authority. If only part all or any substantial portion of the Premises shall be so taken, the Landlord may terminate this Lease shall terminate only as to the at its option, by giving Tenant written notice of such termination within thirty (30) day's of such taking. If all or a portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage taken are so substantial that Tenant's use of the Premises shall be so takenis substantially impaired, then either partyTenant may terminate this Lease at its option, by but giving, landlord written notice to the other, given at least of such termination within thirty (30) days prior of such taking. If neither party terminates this Lease pursuant this Article. this Lease shall remain in full force and effect, except that the rent payable by Tenant hereunder shall be reduced in the proportion that the area of the Premises so taken bears to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possessiontotal Premises. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor Landlord shall be entitled to all awardsand Tenant hereby assigns to Landlord the entire amount of any award in connection with such taking. Nothing, settlementsin this Article shall give Landlord any interest in or preclude Tenant from seeking, on its own account, any award attributable to the taking of personal property or trade mixtures belonging to Tenant, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value interruption of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to LessorTenant's business.

Eminent Domain. (a) Total Condemnation - If the whole of the Leased Premises shall be taken acquired or condemned by eminent domain for any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereofquasi-public use or purpose, then the term of this Lease shall cease and terminate as of the date title or possession is taken by such public authority. If only part of the Premises shall be so takentransferred to such proceeding, the Lease whichever shall terminate only as to the portion takenfirst occur, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent all rentals shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable paid up to that date and Lessee shall have no claim against Lessor for the purposes for which Lessee has been using the Premises or if more than twenty-five percent value of any unexpired term of this Lease. (25%b) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. Partial Condemnation - If any part of the Leased Premises or the building other than in which the Leased Premises are situated shall be so taken so as to acquired or condemned by eminent domain for any public or quasi-public use or purpose and in the event that such partial taking or condemnation shall render in Lessor's opinion the termination Leased Premises unsuitable for the business of the Lessee, then the term of this Lease beneficial to the remaining portion shall cease and terminate as of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole date title or partial, Lessor possession shall be entitled to all awardstransferred in such proceeding, settlementswhichever shall first occur, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. In the event of a partial taking or condemnation which is less than twenty percent (20%) of the premises and not extensive enough to render the Premises unsuitable for the business of the Lessee, then Lessor shall promptly restore the Leased Premises to a condition comparable to its condition at the time of such condemnation, less the portion lost and rental adjusted accordingly in the taking, and this Lease shall continue in full force and effect. If the parties are unable to agree on the issue of the suitability of the remaining portion of the Premises, the same shall be submitted to binding arbitration during which period the Lease shall remain in effect except that the rental shall be partially abated as herein set forth. Initially the parties shall attempt to agree upon one arbitrator.. Any arbitrator selected under this paragraph must be a commercial Realtor doing business in King County Washington. If the parties are unable to agree upon one arbitrator within fourteen (14) days, each party shall name one arbitrator and the two so selected arbitrators shall select a third arbitrator. If the two arbitrators fail to name a third arbitrator within a reasonable period of time, the third arbitrator shall be selected by the Presiding Judge of the Superior Court of the State of Washington for King County at the request of either Lessor or Lessee. The costs of arbitration shall be borne equally between the parties and the determination by the arbitrator shall be binding upon the parties and not subject to further legal proceedings. (c) Lessor's Damages- In the event of any condemnation or taking as hereinbefore provided, whether whole or partial, the Lessee shall not be entitled to any part of the award, as damages or otherwise, for such condemnation, and Lessor is to receive the full amount of such award, the Lessee hereby expressly waiving an right of claim to any part thereof. (d) Lessee's Damages - Although all damages in the event of any condemnation are to belong to the Lessor, whether such damages are awarded as compensation or diminution of value of the Leasehold or the fee, Lessee shall have the right to seek an independent claim and separate award from the condemning authority so long recover such compensation as such award does not diminish the amount may be separately awarded or recoverable by Lessee in Lessee's own right on account of the award payable any condemnation for or on account of any cause or loss to Lessorwhich Lessee might be put in removing Lessee's inventory, Leasehold improvements or equipment.

Eminent Domain. Section 13.01 If the whole more than fifty percent (50%) of any Demised Premises, or more than fifty percent (50%) of the Premises existing access to or from any Demised Premises, shall be taken by for any public authority or quasi-public use under the power any statute or by right of eminent domain, or purchased by the condemnor purchase in lieu thereofthereof and such taking makes the Demised Premises unusable for the purposes set forth in Article IV, then the term of this Lease shall cease terminate as to such Demised Premises as of the date that possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using so taken (the "Vesting Date"). (a) In the event of a taking of less than fifty percent (50%) of any Demised Premises or if more than twenty-five fifty percent (2550%) of the rentable square footage access thereto, Tenant may elect to terminate this Lease as to such entire Demised Premises(and not just the portion thereof so taken) and not restore such Demised Premises if, by 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 be give written notice to Landlord of its intention to so takenterminate within ninety (90) days after formal notice of the proposed taking is given to Tenant, then either partyand this Lease shall terminate with respect to the Condemned Property as of the last day of the calendar month following the month in which such notice is given. In the event the condemning authority revokes or terminates its condemnation proceeding, (i) Landlord, prior to the date set for termination of this Lease with respect to the Condemned Property, may, by notice to Tenant, elect to rescind such termination; and (ii) if Landlord has not re-leased or otherwise entered into an agreement with a third party regarding Tenant's leasehold interest on or before such date, Tenant may, by written notice to the other, given at least thirty (30) days Landlord prior to the date that possession must be surrendered set for termination, elect to rescind such termination. In the event of such termination, however, Tenant shall pay to Landlord, prior to such termination date, an amount equal to the public authority, may terminate Fixed Rent and any then accrued Additional Rent in each case payable under this Lease effective as to the date of such surrender of possession. If termination, and neither party shall have any part further rights or liabilities under this Lease with respect to the Condemned Property (except for rights and liabilities that explicitly survive termination or expiration of the building other than Lease as set forth herein). With respect to any items of Additional Rent which are payable by Tenant in the Premises event of such termination, but which are not then ascertainable, Tenant shall be so taken so pay to Landlord an amount equal to such Additional Rent as and when the same is determined. The covenants and agreements with respect to render 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 Lessor's opinion the termination of this Lease beneficial with respect to a Condemned Property pursuant to the remaining portion provisions of Sections 13.01 or 13.02, the building, Lessor 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 have the right within sixty be distributed as follows: (60a) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor Landlord shall be entitled to all awards, settlementsthe entire award for the Condemned Property. (b) Tenant shall be entitled to any award that may be made for the taking of, or compensation which injury to or on account of, any cost or loss Tenant may be given for sustain in the land removal of its merchandise, fixtures, moveable trade fixtures and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent equipment and separate award from the condemning authority furnishings, and so long as such award 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 fifty percent (50%) of any Demised Premises or fifty percent (50%) of the access thereto, and if this Lease is not terminated as provided in Section 13.02 above, Tenant shall proceed with diligence (subject to reasonable time periods for purposes of adjustment of any award and unavoidable delays) to repair or reconstruct the affected Building to a complete architectural unit (all such repair, reconstruction and work being referred to in this Article as "Reconstruction Work"). Landlord shall reimburse Tenant for the cost of the Reconstruction Work up to and not exceeding the net compensation amount realized by Landlord as a result of such taking (i.e., the gross amount of the compensation received by Landlord from the taking authority less all costs and expenses reasonably incurred by Landlord in pursuing, prosecuting, and/or recovering its claim to such award). All Reconstruction Work shall be performed pursuant to (and subject to) the requirements for Alterations set forth in Article VI. (b) In case of a taking of less than fifty percent (50%) Demised Premises, or less than fifty percent (50%) of the access thereto, and if this Lease is not terminated as provided in Section 13.02 above, the 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) 9% 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) As more particularly set forth in Section 13.03(b) above, Tenant shall be entitled to claim, prove and receive in any condemnation proceeding such awards as may be allowed for loss of business and goodwill, provided such award shall not diminish the amount of the award otherwise available to Landlord for the Demised Premises hereunder. (d) Any compensation for a temporary taking shall be payable to LessorTenant without participation by Landlord, except to the proportionate extent such temporary taking extends beyond the end of the Lease Term, and there shall be no abatement of Rent as a result thereof. Section 13.05 If this Lease is terminated with respect to a Casualty Property or a Condemned Property, the Fixed Rent due after the termination of the Lease shall be reduced by the amount of the Fixed Rent allocable to such Casualty Property or Condemnation Property pursuant to Exhibit E.

Eminent Domain. If at any time during the whole term of this Lease a substantial part of the Premises shall be taken by for any public authority or quasi-public use, under the power any statute, or by right of eminent domain, or purchased then when possession shall have been taken of the Premises by the condemnor in lieu thereofcondemning authority, then the term of this Lease shall cease as Lease, and all right of the date possession is taken by Tenant under this Lease, shall immediately cease and terminate, and the rent shall be apportioned and paid to the time of such public authoritytermination. If only part less than a substantial portion of the Premises shall be so takentaken or condemned but the utility of the Premises to Tenant shall be destroyed by such taking or condemnation, Tenant shall have the option to terminate this Lease as of the date of such taking or condemnation by delivery of written notice of exercise of such option to Landlord, not later than thirty (30) days after the condemning authority shall have taken possession. If such option is exercised by Tenant, rent shall be apportioned to the date Tenant surrenders possession of the Premises to Landlord. If Tenant does not exercise such option to terminate this Lease, this Lease shall terminate only as to the portion taken, and shall continue remain in full force and effect as to the remainder portion of said Premisesthe Premises remaining, and except that the monthly rent shall be reduced proportionately; provided, however, if in the remainder proportion that the floor area of the Premises cannot be made tenantable for the purposes for which Lessee has been using building(s) on the Premises which are taken or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice condemned bears to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion total floor area of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessor.

Eminent Domain. (a) If the whole of the Demised Premises or the building of which the Demised Premises form a part shall be taken by for any public authority or quasi-public use under the power any statute or by right of eminent domain, or purchased by the condemnor private purchase in lieu thereof, then the term of this Lease shall cease automatically terminate as of the date that possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Demised Premises shall be so taken as to render the remainder thereof unusable for the general warehouse purposes to which the Demised Premises were being devoted at the time of such taking, or if any part or all of the building and appurtenant premises of which the Demised Premises forms a part shall be taken so as to render in Lessor's opinion said building was being devoted at the termination time of this Lease beneficial to the remaining portion such taking (irrespective of whether or not such taking shall render, all or part of the buildingDemised Premises unusable), Lessor then LANDLORD and TENANT shall each have the right within sixty (60) days of said taking to terminate this Lease upon on thirty (30) days written days' notice to Lesseethe other given within ninety (90) days after the date of such taking. In the event of any takingthat the Lease shall so terminate or be terminated, whether whole or partial, Lessor the rent shall be entitled apportioned to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount date of the award payable taking. (b) If any part of the Demised Premises shall be so taken and this Lease shall not terminate or be terminated under the provisions of subparagraph (a) hereof, then the rent shall be apportioned according to Lessor.the floor space so taken, and LANDLORD shall, at its own cost and expense, restore the remaining

Eminent Domain. If the whole entire Building is taken by eminent domain, this Lease Agreement shall automatically terminate as of the date of taking. If a portion of the Building is taken by eminent domain, the Landlord shall have the right to terminate this Lease Agreement, provided it gives written notice thereof to the Tenant within ninety (90) days after the date of taking. If a portion of the Premises shall be is taken by any public authority eminent domain and this Lease Agreement is not terminated by Landlord, Tenant shall have the right to terminate this Lease Agreement, provided it gives written notice thereof to Landlord within ninety (90) days of the date of taking. If neither Landlord nor Tenant terminates, then the Landlord shall, at its expense, restore the Premises to as near the condition which existed immediately prior to the date of taking as reasonably possible, and the rentals shall xxxxx during such period of time as the Premises are untenantable, in the proportion that the untenantable portion of the Premises hears to the entire Premises. All damages awarded for such taking under the power of eminent domaindomain shall belong to and be the sole property of Landlord, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as irrespective of the date possession is taken by such public authority. If only part of the Premises shall be so takenbasis upon which they are awarded, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises that nothing contained herein shall be so taken, then either party, by written notice prevent Tenant from making a separate claim to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish for its moving expenses and trade fixtures. For purposes of this Article, a taking by eminent domain shall include Landlord's giving of a deed under threat of condemnation, and shall be deemed to occur on the amount earlier of the award payable to Lessordate fee simple title has vested or possession has been obtained by the taking authority.

Eminent Domain. If the whole of the Premises shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's ’s opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessor, Lessee acknowledges that Lessor has disclosed to Lessee on or before the signing of this Lease that Sound Transit has expressed an interest in property owned by Lessor which may include the Premises and that Sound Transit could acquire the Premises through condemnation or proceedings in lieu of condemnation sometime within the first few years of this Lease.

Eminent Domain. If the whole of the Premises shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date vacated by Xxxxxx, but not greater that 90 days prior to the date that possession is to be taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent Rent shall be reduced proportionately; provided, however, if the remainder of such partial taking materially interferes with Xxxxxx's ability to use the Premises cannot be made tenantable for the purposes for which as intended, Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by may elect to terminate this Lease with written notice to the other, Lessor given at least thirty (30) any time up to 30 days prior to the date that such partial-possession must be surrendered to the public authority, may terminate this Lease effective although Xxxxxx agrees to make its best efforts to provide Xxxxxx with as much advance notice of its intentions as is reasonable under such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lesseecircumstances. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings; provided, however, that Lessor shall not be entitled to any portion of the award for loss of business, fixture removal damages and for unamortized cost of NRTI Work, as herein defined, made in and to the Premises. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessor.

Eminent Domain. If the whole of the Premises shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only a part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable rental square footage of the Premises shall be so taken, then either party, party by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building buildings other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the buildingbuildings, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlementssettlement, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessor.

Eminent Domain. If the whole all or any part of the Premises Property shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as to that portion taken, on the date of possession. If such condemnation and taking prevents or materially interferes with the continuance of Lessee's business, then from that day, Lessee shall have the right either to cancel this Lease and declare it null and void, or to continue in possession of the date possession is taken by such public authority. If only part remainder of the Premises Property under the terms herein. Lessee shall be so takennotify Lessor within ninety (90) days after receipt of notice of any taxing, of its intention to cancel this Lease; otherwise, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect on the same terms and conditions herein provided as to the remainder portion of said Premisesthe Property not taken. The foregoing provisions of this Paragraph notwithstanding, Lessee, upon receipt of any notice of taking, may elect to contest such notice by all appropriate lawful means, at Lessee's expense, and the monthly rent commencement of the ninety (90) day period prescribed in the preceding sentence shall be reduced proportionately; providedsuspended until the date such contest is resolved and upholds the power of any such public authority to make such taking, however, if and the remainder extent of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so property taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right provide Lessee a copy of any notice of taking within sixty ten (6010) days of said taking to terminate this Lease upon thirty (30) days written Lessor's receipt thereof, and cooperate as reasonably necessary with Lessee in any contest of ouch notice to undertaken by Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall not have the right to seek an independent seeing or receive and separate portion of any eminent domain award from the condemning authority so long as such award does not diminish the amount for taking of any portion of the award payable Property which is not material to Lessorthe use of Property by Lessee.

Eminent Domain. If the whole of or any substantial part of the Premises shall be is taken by any public authority under the power of eminent domain, or purchased by taken in any manner for any public or quasi-public use, so as to render the condemnor in lieu thereofremaining portion of the Premises unsuitable for the purposes intended hereunder, then the term of this Lease shall cease as of the date day possession is shall be taken by such public authorityauthority and Lessor shall make a pro rata refund of any prepaid rent. If only part All damages awarded for such taking under the power of eminent domain or any like proceedings shall belong to and be the property of Lessor, Lessee hereby assigning to Lessor Lessee's interest, if any, in said award. In the event that fifty percent (50%) or more of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using Office Complex building area or the Premises or if more than twenty-five fifty percent (2550%) or more of the rentable square footage value of the Premises shall be so takenOffice Complex is taken by public authority under the power of -39- eminent domain, then then, at either party's option, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right party mailed within sixty (60) days of said taking to from the date possession shall be taken by such public authority, such party may terminate this Lease effective upon a date within ninety (90) days from the date of such notice. Further, if the whole of or any material part of the Premises is taken by public authority under the power of eminent domain, or taken in any manner for any public or quasi-public use, so as to render the remaining portion of the Premises unsuitable for the purposes intended hereunder, upon delivery of possession to the condemning authority pursuant to the proceedings, Lessee may, at its option, terminate this Lease as to the remainder of the Premises by written notice to Lessor, such notice to be given to Lessor within thirty (30) days written after Lessee receives notice of the taking. Any notice of termination shall specify the date no more than sixty (60) days after the giving of such notice as the date for such termination. Anything in this Article XII to Lessee. In the event of any takingcontrary notwithstanding, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent prove in any condemnation proceedings and to receive any separate award from which may be made for damages to or condemnation of Lessee's movable trade fixtures and equipment and for moving expenses; provided, however, Lessee shall in no event have any right to receive any award for its interest in this Lease or for loss of leasehold; and, provided further, Lessee shall not be entitled to claim any award to the condemning authority so long as such extent the award does not diminish to Lessor would be reduced below the amount which would be allowed to Lessor absent such claim by Lessee. Anything in this Article XII to the contrary notwithstanding, in the event of a partial condemnation of the award payable Office Complex or the Premises and this Lease is not terminated, Lessor shall, at its sole cost and expense, restore the Premises and Office Complex to Lessora complete architectural unit and the Base Rent provided for herein during the period from and after the date of delivery of possession pursuant to such proceedings to the termination of this Lease shall be reduced to a sum equal to the product of the Base Rent provided for herein multiplied by a fraction, the numerator of which is the fair market rent of the Premises after such taking and after the same has been restored to a complete architectural unit, and the denominator of which is the fair market rent of the Premises prior to such taking.

Eminent Domain. If the whole of the Premises shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage Premises is taken or appropriated by any public or quasi-public authority under powers of eminent domain, or if less than twenty-five percent (25%) of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than is taken or appropriated and the Premises shall be so taken so or Common Areas remaining are inadequate for the continued operation of Tenant's business therein as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the buildingreasonably determined by Tenant, Lessor either party hereto shall have the right within sixty right, at its option, to terminate this Lease. If less than twenty-five percent (6025%) days of said taking the Premises is taken (or if neither party elects to terminate this Lease upon thirty (30) days written notice to Lessee. In in the event more than twenty-five percent (25%) of the Premises is taken), this Lease and Tenant's obligation to pay rent as provided herein shall continue in full force and effect; provided, however, that such rental shall be equitably reduced by Landlord. Whether or not this Lease is terminated by reason of any takingsuch taking or appropriation, whether whole or partial, Lessor Landlord shall be entitled to all awards, settlements, or the entire award and compensation which may be given for the land taking which is paid or made by the public or quasi-public agency, and buildings. Lessee Tenant shall have no claim against Lessor said award, except for amounts paid directly to Tenant for its moving expenses, interruption to its business, damage to its personal property or trade fixtures, or goodwill. A voluntary sale by Landlord to any public body or agency having the power of eminent domain, either under threat of condemnation or while the condemnation proceedings are pending, shall be deemed to be a taking under the power of eminent domain for the value of any unexpired term purposes of this Leaseparagraph. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessor.32

Eminent Domain. If the whole of the Premises shall be taken by any public -------------- authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessor.

Eminent Domain. If the whole of the Premises shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If if only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessor.

Eminent Domain. (a) If the whole of the Demised Premises shall be taken acquired or condemned by eminent domain for any public authority under the power of eminent domainor quasi-public use or purpose, or purchased by if any substantial part thereof is so acquired or condemned as to render the condemnor Demised Premises untenantable, or so that Landlord elects not to restore the Demised Premises then and in lieu thereofthat event, then the term of this Lease Term shall cease as and terminate from the date of taking, Tenant shall have no claim against Landlord or the condemning authority for the value of the date possession is taken by such public authority. If only unexpired Term, nor a claim to any part of the Premises shall be so taken, the Lease shall terminate only as to the portion takenan award in such proceeding, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; providedadjusted and paid to the date of such termination. Tenant shall, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty to claim compensation for Tenant's moving expenses and damage to Tenant's property in the Demised Premises provided that such claim does not reduce Landlord's award. (60b) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any takingother condemnation of a part of the Demised Premises or the Premises, whether whole or partialthis Lease shall remain in effect, Lessor but the Rent shall be entitled to all awardsprorated based on that portion of the Demised Premises which remains tenantable; provided however, settlementsthat if 10% or more of the Demised Premises, or compensation which may shall be given taken and, in the reasonable opinion of Tenant, the remainder of the Demised Premises cannot be used for the land and buildings. Lessee shall have no claim against Lessor for the value operation of any unexpired term of Tenant's business in ordinary course, then Tenant may terminate this Lease. Lessee shall have the right Lease by notice to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount Landlord within 30 days after, notice of the award payable taking by Landlord to LessorTenant, under the conditions described in Article 16(a) above.

Eminent Domain. If (i) In case of a taking of all or any part of the Trust Estate or the commencement of any proceedings or negotiations which might result in a taking, for any public or quasi-public purpose by any lawful power or authority by exercise of the right of condemnation or eminent domain or by agreement among Beneficiary, Debtor and those authorized to exercise such right ("Taking"), Debtor shall file and prosecute on behalf of Beneficiary and Debtor any and all claims for an award, and all awards and other payments on account of a Taking of $100,000.00 or more shall be paid to and held by Beneficiary in a non-interest bearing, non-segregated account (with awards of less than $100,000.00 being paid to and held by Debtor and applied as contemplated below). (ii) In case of a Taking of the whole of the Premises Trust Estate, other than for temporary use ("Total Taking"), the Loan Documents shall remain in full force and effect; provided, however, if, upon application of the Net Award (as defined below) pursuant to subsection (v)(x) below and application of other amounts paid by Debtor (it being agreed that Debtor shall have the right, in the case of a Total Taking, to prepay the Note in full without premium or penalty), the outstanding principal amount of the Note and accrued interest thereon without prepayment penalty or premium and all other sums due under this Deed of Trust and the Note with respect to the Site are paid in full, the Note shall be taken by any public authority under the power deemed satisfied and this Deed of eminent domain, or purchased by the condemnor in lieu thereof, then the term Trust released. (iii) In case of this Lease shall cease as a Taking of less than all of the date possession is taken Trust Estate other than for a temporary use ("Partial Taking"), the Loan Documents shall remain in full force and effect. Debtor, whether or not the awards or payments, if any, on account of such Partial Taking shall be sufficient for the purpose (but provided they are made available by Beneficiary for such public authoritypurpose), at its own cost and expense, will promptly commence 01/ 515466.3 FFCA No. If only 8100- Unit No. city, state 08/11/96 15 and complete the Restoration; provided, however, that in case of a Partial Taking of such a substantial part of the Premises Trust Estate as shall result in the Trust Estate remaining after such Partial Taking being unsuitable for use as an Arby's Restaurant or Dual Concept, as evidenced by the certificate delivered pursuant to this Deed of Trust to Beneficiary (the "Certification") pursuant to which Debtor shall certify to Beneficiary that the remainder of the Site is not useable and cannot using commercially reasonable efforts be made useable for the purposes provided herein, such Taking shall be so takendeemed a Total Taking. Notwithstanding the foregoing, Debtor shall not be required to commence and complete the Restoration if, within 30 days after a Partial Taking Debtor delivers a notice of substitution or defeasance with respect to the Site pursuant to Section 5 of the Loan Agreement, and within 90 days of the delivery of such notice, Debtor completes such substitution or defeasance in accordance with the requirements of Section 5 of the Loan Agreement (unless delayed by reasons not within Debtor's reasonable control, in which case the 90-day period shall be extended during such period (but in no event more than an additional 60 days beyond such 90-day period) that Debtor is diligently and in good faith proceeding to complete such substitution or defeasance). (iv) In case of a temporary use of the whole or any part of the Trust Estate by a Taking, the Lease Loan Documents shall terminate only as to the portion taken, and shall continue remain in full force and effect as to the remainder without any reduction of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lesseemonetary sum payable under these Loan Documents. In the event of any takingproceeding for such Taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee Beneficiary shall have the right to seek an independent intervene and separate award from participate; provided that, if such intervention and participation shall not be permitted, Debtor shall consult with Beneficiary, its attorneys and experts, and make all reasonable efforts to cooperate with Beneficiary in the condemning authority so long as prosecution or defense of such award does not diminish proceeding. At the amount termination of any such use or occupation of the award payable Trust Estate, Debtor will, at its own cost and expense, promptly commence and complete the Restoration. Notwithstanding the foregoing, Debtor shall not be required to Lessorcommence and complete the Restoration if, within 30 days after the termination of such Taking, Debtor delivers a notice of substitution or defeasance with respect to the Site pursuant to Section 5 of the Loan Agreement, and within 90 days of the delivery of such notice, Debtor completes such substitution or defeasance in accordance with the requirements of Section 5 of the Loan Agreement (unless delayed by reasons not within Debtor's reasonable control, in which case the 90- day period shall be extended during such period (but in no event more than an additional 60 days beyond such 90-day period) that Debtor is diligently and in good faith proceeding to complete such substitution or defeasance).

Eminent Domain. If the whole Should any part of the Premises shall leased building be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term terms of this Lease lease shall cease as on that part from the date of expropriation and the rent shall be paid up to that day, and from that day the minimum rental shall be reduced in the proportion to the amount of the date possession is taken by such public authority. If only part building apace taken; provided however that should twenty-five (25) percent or more of the Premises shall be so taken, taken by the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder power of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises eminent domain by any public or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the quasi public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent cancel and separate award terminate this lease as of the date of such taking upon giving to the Lessor notice in writing of such election within thirty (30) days after the receipt by the Lessee from the condemning authority Lessor of written notice that said Premises have been so appropriated or taken. If Lessee should not elect to cancel this lease, Lessor shall, if economically feasible, proceed with due diligence to restore the building on the demised Premises remaining to a complete unit of like quality and character as existed prior to such appropriation or taking and all rent shall be abated pro-rata in proportion to the decrease of the usefulness of the demised Premises to the Lessee so long as the Premises are suitable, in whole or in part, for use and occupancy by reason of such award does not diminish restoration, and thereafter the amount rent shall be reduced in the ratio that the ground floor area of the award payable Part of the building taken which is included with the demised Premises bears to Lessorthe ground floor area of the building which was included with the demised Premises before such taking.

Eminent Domain. If the whole Premises, or a substantial part thereof, shall be taken or condemned by any competent authority for any public or quasipublic use or purpose, the Term of this Lease shall end upon and not before the earlier of (a) the date when the possession of the part so taken shall be required for such use or purpose or (b) the effective date of the taking, and (except as otherwise herein provided) without apportionment of the award to or for the benefit of Tenant. In the event of the foregoing, Rent at the then current rate shall be apportioned as of the date of the termination. A “substantial part” of the Premises shall be deemed taken or condemned if, as Tenant may reasonably determine, such part taken shall materially interfere with the economic utilization of the Premises, taken as a whole. No money or other consideration shall be payable by any public authority under Landlord to Tenant for the power right of eminent domaintermination, and Tenant shall have no right to share in the condemnation award, whether for a total or purchased by partial taking, other than on account of compensation for the condemnor unamortized value of the Tenant’s leasehold improvements and on account of Tenant’s interest hereunder in lieu thereoflight of the below-market rental, then if any, payable hereunder. In the term event that the Term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective terminated as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render aforesaid in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any takinga taking or condemnation, whether Landlord shall utilize the net proceeds from condemnation for the purpose of restoring the Premises to an economic whole or partial, Lessor within such a period of time as shall be entitled to all awards, settlements, or compensation which may be given for reasonably necessary under the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessorcircumstances.

Eminent Domain. If the whole entire Building is taken by eminent domain, this Lease Agreement shall automatically terminate as of the date of taking. If a portion of the Building is taken by eminent domain, the Landlord shall have the right to terminate this Lease Agreement, provided it gives written notice thereof to the Tenant within ninety (90) days after the date of taking. If a portion of the Premises shall be is taken by any public authority eminent domain and this Lease Agreement is not terminated by Landlord, Tenant shall have the right to terminate this Lease Agreement, provided it gives written notice thereof to Landlord within ninety (90) days of the date of taking. If neither Landlord nor Tenant terminates, then the Landlord shall, at its expense, restore the Premises to as near the condition which existed immediately prior to the date of taking as reasonably possible, and the rentals shall xxxxx during such period of time as the Premises are untenantable, in the proportion that the untenantable portion of the Premises bears to the entire Premises. All damages awarded for such taking under the power of eminent domaindomain shall belong to and be the sole property of Landlord, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as irrespective of the date possession is taken by such public authority. If only part of the Premises shall be so takenbasis upon which they are awarded, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises that nothing contained herein shall be so taken, then either party, by written notice prevent Tenant from making a separate claim to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish for its moving expenses and trade fixtures. For purposes of this Article, a taking by eminent domain shall include Landlord’s giving of a deed under threat of condemnation, and shall be deemed to occur on the amount earlier of the award payable to Lessordate fee simple title has vested or possession has been obtained by the taking authority.

Eminent Domain. If In case the whole of the Premises Premises, or such part thereof as, in the reasonable determination of Landlord, shall substantially interfere with Tenant's use and occupation thereof, or such portion of the Building or Project as, in the reasonable determination of Landlord, shall substantially interfere with Landlord's ability to perform its obligations under this Lease, shall be taken for any public or quasi-public purpose by any public lawful power or authority under by exercise of the power right of appropriation, condemnation or eminent domain, or purchased by the condemnor be sold in lieu thereofof or to prevent such taking, then either party shall have the term of right to terminate this Lease shall cease effective as of the date possession is taken by such public required to be surrendered to said authority. If only part In the case of a taking of a portion of the Premises, in the event the amount of property or the type of estate taken shall not, in the reasonable determination of Landlord, substantially interfere with the conduct of Tenant's business, Landlord shall promptly proceed to restore the Premises to substantially their same condition prior to such partial taking (less the portion thereof lost in such condemnation), and the Base Rent and Tenant's Share shall be proportionately reduced by the portion of the Premises which Tenant shall have been deprived of on account of said taking, effective as of the date possession is required to be so taken, the Lease shall terminate only as surrendered to the portion takencondemning authority. In the event, and however, that such taking is for temporary use only, this Lease shall continue in full force and effect as to the remainder of said Premiseseffect, and Tenant shall continue to comply with all of the monthly rent provisions hereof, except as such compliance shall be reduced proportionately; provided, however, if rendered impossible or impracticable by reason of such temporary taking. Rent shall xxxxx during the remainder course of a temporary taking of the Premises cannot be made tenantable or a portion thereof to the extent and for the purposes for which Lessee has been using period of time that the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be portion thereof so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessorbeen rendered untenantable.

Eminent Domain. If Section 12.01: In the whole event, during the term of the Premises this Lease, proceedings shall be taken by any public authority instituted under the power of eminent domain, or purchased by domain which shall result in the condemnor in lieu thereof, then the term taking of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than Leased Premises or the floor area of the Building in which the Leased Premises shall be so taken so as to render in Lessor's opinion are a part, or the termination taking of this Lease beneficial to the remaining a material portion of the buildingparking area so that the number of spaces is thereby reduced to such all extent that Lessee's business is significantly acrd adversely affected, and which shall result in an eviction total or partial of the Lessee therefrom, then at the time of such eviction, this Lease shall be void and the term above demised shall cease and terminate; and if Lessee shall thereafter continue in possession of the Leased Premises or any part thereof, it shall be a Lease from month to month and for no longer term, anything in this instrument to the contrary notwithstanding. If there is only a partial taking, not including a portion of the Building but reducing the parking to the extent described in the previous sentence, the Lessor shall have restore the right within sixty (60) days parking to the extent necessary to permit Lessee to continue the use of the premises and there shall be no reduction in the monthly rental. Provided, further, that the whole of any award for any portion of the Building taken by reason of said taking to terminate this Lease upon thirty (30) days written notice to condemnation proceedings shall be the sole property of, and be payable to, the Lessor, and provided, further, that the whole of any award for loss of business and for removal and relocation expenses in any condemnation proceedings shall be the sole property of, and be payable to, the Lessee. In It is further agreed that in any such condemnation proceedings, the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to each seek an independent and separate its own award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessorat its own expense.

Eminent Domain. 18.01. If the whole or any part of the Demised Premises shall be taken in any condem-nation proceedings or by any right of the exercise of eminent domain or private purchase in lieu thereof by a public authority under body vested with the power of eminent domain, or purchased by then, the condemnor in lieu thereof, then the term of this Lease shall cease as Tenant and all rights of the date possession is taken by such public authority. If only part of the Premises Tenant hereunder shall be so taken, the Lease shall terminate only as to the portion taken, immediately cease and shall continue in full force and effect as to the remainder of said Premisesterminate, and the monthly rent Rent shall be reduced proportionately; provided, however, if apportioned and paid to the remainder date of such termination. 18.02. If a portion of the Building other than the Demised Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be is so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor Landlord shall have the right within sixty (60) days of said taking to elect to terminate this Lease upon the Term and all rights of Tenant hereunder effective on the date specified by Landlord in a written notice to Tenant. If a portion of the Building other than the Demised Premises that is taken materially affects Tenant’s use or occupancy of the Demised Premises, Tenant also shall have the right to elect to terminate the Term by thirty (30) days written notice to LesseeLandlord of such termination. In If Landlord shall not so elect to terminate the event Term, then this Lease shall remain unaffected by such taking and Landlord shall, to the extent funds are available out of the award received, restore the Building to a useable condition and as nearly as practicable to its condition prior to such taking. 18.03. The entire award payable as a result of any takingsuch taking shall be the sole property of Landlord, whether whole or partial, Lessor and Tenant shall have no claim to any such award on account of the value of this leasehold estate and shall not be entitled to participate in the proceeding. Tenant shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of pursue any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from to which the condemning authority so long as such award law may entitle Tenant for moving expenses and like matters that does not diminish the amount of reduce the award payable to LessorLandlord.

Eminent Domain. If In the whole event that all or any portion of the Premises shall be taken by any public governmental authority under the power exercise of its right of eminent domain, domain or purchased similar right (or by the condemnor act in lieu thereof), then the term of this Lease all right, title and interest in and to any award granted (or sums paid in lieu thereof) shall cease as of the date possession is taken belong entirely to Landlord and Tenant shall deliver to Landlord any award received by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, howeverTenant, if any, directly attributable to such taking. Notwithstanding the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises prior sentence, nothing contained herein shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and preclude Tenant from seeking a separate award from the condemning authority so long as such award for its relocation expenses and loss of any improvements, alterations, equipment, personal property or trade fixtures provided that the same does not diminish Landlord’s award. In the amount event of a partial permanent taking, Rent shall be reduced as of the award payable date of such taking by an amount which equitably reflects the portion of the Premises taken. If the taking is permanent and of such a substantial nature that Tenant cannot conduct its usual and customary operations on the Premises, Tenant shall have the option, to Lessorbe exercised by notice in writing to the Landlord within thirty (30) days after such taking, of terminating this Lease, or, if such taking be total, this Lease shall terminate upon the taking. In the event that this Lease is terminated pursuant to this Section 13.1, Tenant shall not have any claim against Landlord for the balance of the unexpired term of this Lease and neither party shall have any further rights or obligations hereunder except for any rights or obligations of the parties existing at the time of such termination.

Eminent Domain. If (1) the whole or more than fifty percent (50%) of the floor area of the Premises shall be taken or condemned by Eminent Domain for any public authority under or quasi-public use or purpose, and either party shall elect, by giving written notice to the power of eminent domainother, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if (2) more than twenty-five percent (25%) of the rentable square footage floor area of the Premises Building shall be so taken, then either partyand Landlord shall elect, in its sole discretion, by giving written notice to the other, given at least thirty (30) days prior Tenant to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of Lease, then, in either such surrender of possession. If any part of event, the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination Term of this Lease beneficial shall cease and terminate as of the date of title vesting. Any written notice given pursuant to the remaining portion of the building, Lessor preceding sentence shall have the right within be given not more than sixty (60) days after the date on which title has vested in the condemner. In case of said any taking to terminate or condemnation, whether or not the Term of this Lease upon thirty (30) days written notice shall cease and terminate, the entire award shall be the property of Landlord, and Tenant hereby assigns to Lessee. In the event of Landlord all its right, title and interest in and to any takingsuch award, whether whole or partial, Lessor except that Tenant shall be entitled to all awardsclaim, settlements, or compensation which prove and receive in the proceedings such awards as may be given allowed for moving expenses. loss of profit and fixtures and other equipment installed by it which shall not, under the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term terms of this Lease, be or become the property of Landlord at the termination hereof, but only if such awards shall be made by the condemnation, court or other authority in addition to, and be stated separately from, the award made by it for the Property or part thereof so taken. Lessee shall have Notwithstanding anything contrary contained in this Lease, if after a taking by Eminent Domain, in Tenant's determination, the remainder of the building is unsuitable for its needs, the Tenant has a right to seek an independent and separate award from terminate the condemning authority so long as such award does not diminish the amount of the award payable Lease by giving at least thirty days (30) notice to LessorLandlord.

Eminent Domain. If the whole more than twenty-five percent (25%) of the Premises, twenty-five percent (25%) of the parking spaces and Landlord does not provide suitable replacement parking spaces within a reasonable distance from the building, or ten percent (10%) of the building in which the Premises shall be are located is taken or appropriated by any public or quasi-public authority under the power powers of eminent domain, or purchased by either party hereto shall have the condemnor in lieu thereofright at its option, then the term of to terminate this Lease shall cease effective as of the date possession of taking. If less than twenty-five percent (25%) of the Premises, twenty-five percent (25%) of the parking spaces, or ten percent (10%) of the building in which the Premises are located is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall (or neither party elects to terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or above provided if more than twenty-five percent (25%) of the rentable square footage Premises, twenty-five percent (25%) of the Premises shall be so takenparking spaces, then either party, by written notice to the other, given at least thirty or ten percent (3010%) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than in which the Premises are located in taken), the Lease shall continue, and the rental thereafter to be paid shall continue, but the rental thereafter to be paid shall be so taken so as to render in Lessor's opinion equitably reduced. Whether or not the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event is terminated by reason of any takingsuch taking or appropriation, whether whole or partial, Lessor Landlord shall be entitled to all awards, settlements, or the entire award and compensation which may be given for the land taking which is paid or made by the public or quasi-public agency, and buildings. Lessee Tenant shall have no claim against Lessor said award; except for amounts paid directly to Tenant for its moving expenses, interruption to its business or damage to personal property or trade fixtures. A voluntary sale by Landlord to any public body or agency having the power of eminent domain, either under threat of condemnation or while the condemnation proceedings are pending shall be deemed to be a taking under the power of eminent domain for the value of any unexpired term purposes of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to LessorParagraph.

Eminent Domain. If the whole of the Premises shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor or in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable rentable for the purposes for which Lessee has been using the Premises or if more than twenty-twenty five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessor.

Eminent Domain. If In the whole of event the Premises or any "material -------------- portion" thereof (as hereinafter defined) shall be taken acquired by the exercise of eminent domain by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereofquasipublic body or otherwise taken or condemned, then the term of Lessor may terminate this Lease shall cease as of the date that possession thereof is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, condemning authority by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days giving written notice to Lessee. In Lessor shall also have the event right to terminate this Lease if all or any substantial part of any the Building or Property is taken or condemned or sold under threat of taking. The rights of termination of Lessor under this Section 11.1 shall be exercised within a reasonable time after notice of the taking, whether whole but in no event later than the effective date of the taking or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildingssale. Lessee shall have no claim against Lessor or the condemning authority on account of such taking for the value of any the remaining unexpired term of this Lease. , and all damages awarded or compensation given as a result of such taking shall belong to and be the sole property of Lessor, except Lessee shall have be entitled to any specific award or compensation allocated to the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount cost of removal of equipment or property of Lessee or relocation by Lessee. A portion of the award payable Premises so acquired shall be deemed to Lessorbe a "material portion" thereof if the remainder thereof is not suitable for the conduct of Lessee's business, as determined in Lessee's reasonable discretion.

Eminent Domain. A. If the whole all of the Premises shall be taken is condemned by any a public authority under entity other than the City, in the lawful exercise of the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of terminates upon the date possession is taken by such the public authorityentity. If only a part is condemned and the taking of that part does not substantially impair the capacity of the remainder to be used for the purposes allowed by this Lease in the reasonable determination of Lessee, Lessee continues to be bound by the terms, covenants and conditions of this Lease, except the monthly rental will be reduced in proportion to the relationship that the compensation paid by the public entity for the portion of the Premises shall be so taken, the Lease shall terminate only as condemned bears to the portion takenvalue of the whole of the Premises as of the date possession of the part is taken by the public entity. B. If only a part is condemned and the taking of the part substantially impairs the capacity of the remainder to be used for the purposes allowed by this Lease in the reasonable determination of the Aviation Director, and shall continue in full force and effect as Lessee may give notice to the remainder City within 30 days of said Premises, the date possession of the part is taken by the public entity that Lessee will: 1. Terminate this Lease and have no further obligations under this Lease which have not accrued on the monthly rent shall be reduced proportionatelydate the public entity takes possession; provided, however, if or 2. Continue to occupy the remainder of the Premises cannot be made tenantable and remain bound by this Lease. If Lessee elects to continue to occupy the remainder, the monthly rental is reduced in proportion to the relationship that the compensation paid by the public entity for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage portion of the Premises shall be so taken, then either party, by written notice condemned bears to the other, given at least thirty (30) days prior to value of the whole of the Premises as of the date that possession must be surrendered to of the part is taken by the public authorityentity. C. Lessee and Lessee’s Mortgagee, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the buildingif any, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be are entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor share in any condemnation award for the value of any unexpired term of this Lease. Lessee shall have its leasehold interest, if any, as determined by law in the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessorcondemnation proceeding.

Eminent Domain. If the whole entire land and building of which the Premises demised premises are a part, shall be taken or condemned by any competent authority for any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereofquasi public use or purpose, then and in that event, the term of this Lease shall cease as of and terminate from the date when the possession is taken by such public authority. If only part of the Premises thereof shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable required for the purposes for which Lessee has been using the Premises such use or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possessionpurpose. If any part of the land or the building other than of which the Premises demised premises are a part or any part of the demised premises shall be so acquired or condemned, then and in that event, the term of this Lease, at the option of the Landlord, on ten (10) days notice by Landlord to Tenant, shall cease and terminate from the date when possession of the part so taken shall be required for such use or purpose. In the event that Landlord shall not elect to terminate this Lease and part of the demised premises shall be required for such use or purpose. In the event that Landlord shall not elect to terminate this Lease and part of the demised premises shall be so taken so as to render in Lessor's opinion or condemned, the termination of this Lease beneficial to annual rental, additional rent and other charges, shall be apportioned from the remaining portion date thereof. In no event, under any of the buildingcircumstances described herein, Lessor shall Tenant have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any part of the unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount within Lease or any portion of the demised premises so taken or condemned and shall not share in any award payable that may be made to Lessor.Landlord or others. ELEVATOR: HEAT, CLEANING

Eminent Domain. 10.01 If the whole of the Leased Premises shall be taken by any public authority under the power of eminent domainEminent Domain, or purchased by the condemnor in lieu thereofsold under threat of such proceedings to condemn, then the term of this Lease shall cease as of from the date time when possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, authority and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises paid up to that date. The Landlord shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as make proportionate refund of such surrender of possessionrent as may have been paid in advance. If any part of the building other than the Leased Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to remainder thereof unusable for the remaining portion of purposes for which the buildingLeased Premises were leased, Lessor then the Landlord and the Tenant shall each have the right within sixty (60) days of said taking to terminate this Lease upon on thirty (30) days written notice to Lessee. In be given the event other within ninety (90) days after the date of any such taking, whether whole . 10.02 All compensation awarded or partial, Lessor paid upon such a total or partial taking of the Leased Premises as shall be entitled attributable to all awardsthe Leased Premises owned by the Landlord shall belong to and be the property of the Landlord without any participation by the Tenant; provided, settlementshowever, that nothing contained herein shall be construed to preclude the Tenant from prosecuting any claim directly against the condemning authority in such condemnation proceeding for loss or damage to, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for cost of removal of, or the value of any unexpired term of this Lease. Lessee shall have stock, trade fixtures, furniture, belonging to the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to LessorTenant.

Eminent Domain. If the whole of the Premises shall be Project is condemned or taken by for any public authority under the power of eminent domainor quasi-public purpose, or purchased by the condemnor including any purchase in lieu thereofof condemnation, then the term of this Lease shall cease terminate as of the date of taking of possession is taken by for such public authorityuse or purpose. If only a portion of the Project is condemned or taken, (whether or not the Premises be affected), Landlord may, by notice to Tenant, terminate this Lease as of the date of the taking of possession for such purpose. If Landlord does not terminate this Lease, and if the taking results in a reduction in the square footage of the Premises, then the Base Rent shall be reduced pro-rata, and Landlord shall repair the remaining part of the Premises shall be so taken, the Lease shall terminate only as to substantially its former condition to the portion taken, extent reasonably feasible and shall continue complete the work within 6 months after the reduction in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor Landlord shall be entitled to all awardsthe entire award in any condemnation proceeding, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor including any award for the value of any unexpired term of this Lease. Lessee , and shall have the exclusive authority to settle the condemnation proceeding, and the exclusive discretion to grant “possession and use” to the condemning authority, and Tenant shall have no claim against Landlord or against the proceeds of the condemnation except that Tenant shall have the right to seek an independent and bring a separate award from the condemning authority so long as such award does not diminish the amount action to recover compensation for Tenant’s moving expenses. PortalPlayer Lease 12 If more than 20% of the award payable area of the Premises is condemned or taken, Tenant may, by notice to LessorLandlord, terminate this Lease as of the date of the taking of possession for such purpose.

Eminent Domain. 25.01 If the whole of the Demised Premises shall be taken by any public or quasi-public authority under the power of condemnation, eminent domaindomain or expropriation, or purchased by in the condemnor event of conveyance of the whole of the Demised Premises in lieu thereof, then the term of this Lease shall cease terminate as of the date day possession is shall be taken by such public authority. If only part 25% or less of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder Floor Space of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Demised Premises shall be so taken so as to render in Lessor's opinion the termination of or conveyed, this Lease beneficial to the remaining portion shall terminate only in respect of the buildingpart so taken or conveyed as of the day possession shall be taken by such authority and Rent shall be abated pro rata. If more than 25% of the Floor Space of the Demised Premises shall be so taken or conveyed, Lessor this Lease shall terminate only in respect of the part so taken or conveyed as of the day possession shall be taken by such authority, Rent shall be abated pro rata, but either party shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty notice given to the other party within 30 days after such taking possession. If more than 25% of the Floor Space of the Building shall be so taken or conveyed, Landlord may, by notice to Tenant, terminate this Lease as of the day possession shall be taken. If so much of the parking facilities shall be so taken or conveyed that the number of parking spaces necessary, in Landlord's reasonable judgment, for the continued operation of the Building shall not be available, Landlord shall, by notice to Tenant given within fifteen (3015) days written of such taking, terminate this Lease as of the day possession shall be taken. Notwithstanding anything to the contrary contained herein, in the event of a taking of a substantial portion of the Demised Premises which, in Tenant's reasonable judgment, renders the Demised Premises unusable for the normal and efficient operation of Tenant's business, then, at Tenant's election, this Lease shall terminate as of the date of possession by the condemning authority, which election shall be made by notice to LesseeLandlord within fifteen (15) days after Tenant receives notice of the taking. In If this Lease shall continue in effect as to any portion of the Demised Premises not so taken or conveyed, the Rent shall be computed as of the day possession shall be taken on the basis of the remaining Floor Space of the Demised Premises. Except as specifically provided herein, in the event of any takingsuch taking or conveyance there shall be no reduction in Rent. If this Lease shall continue in effect, Landlord shall, at its expense, but shall be obligated only to the extent of the net award or other compensation (after deducting all expenses in connection with obtaining same) available to Landlord for the improvements taken or conveyed (excluding any award or other compensation for land or for the unexpired portion of the term of any Superior Lease), promptly make all necessary alterations so as to constitute the remaining Building a complete architectural and tenantable unit, except for the Tenant's Property, and Tenant shall make all alterations or replacements to the Tenant's Property and decorations in the Demised Premises. All awards and compensation for any taking or conveyance, whether for the whole or partiala part of the Land or Building, Lessor the Demised Premised or otherwise, shall be the property of Landlord, and Tenant hereby assigns to Landlord all of Tenant's right, title and interest in and to any and all such awards and compensation, including, without limitation, any award or compensation for the value of the unexpired portion of the Term. Tenant shall be entitled to all awardsclaim, settlements, prove and receive in the condemnation proceeding such award or compensation which as may be given allowed for the land Tenant's Property and buildings. Lessee for loss of business, good will, and depreciation or injury to and cost of removal of the Tenant's Property, moving expenses and decorations, but only if such award or compensation shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from be made by the condemning authority so long as such award does in addition to, and shall not diminish the amount of result in a reduction of, the award payable or compensation made by it to LessorLandlord.

Eminent Domain. If Section 12.01: In the whole event, during the term of the Premises this Lease, proceedings shall be taken by any public authority instituted under the power of eminent domain, or purchased by domain which shall result in the condemnor in lieu thereof, then the term taking of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than Leased Premises or the floor area of the Building in which the Leased Premises shall be so taken so as to render in Lessor's opinion are a part, or the termination taking of this Lease beneficial to the remaining a material portion of the buildingparking area so that the number of spaces is thereby reduced to such an extent that Lessee's business is significantly and adversely affected, and which shall result in an eviction total or partial of the Lessee there from, then at the time of such eviction, this Lease shall be void and the term above demised shall cease and terminate; and if Lessee shall thereafter continue in possession of the Leased Premises or any part thereof, it shall be a Lease from month to month and for no longer term, anything in this instrument to the contrary notwithstanding. If there is only a partial taking, not including a portion of the Building but reducing the parking to the extent described in the previous sentence, the Lessor shall have restore the right within sixty (60) days parking to the extent necessary to permit Lessee to continue the use of the premises and there shall be no reduction in the monthly rental. Provided, further, that the whole of any award for any portion of the Building taken by reason of said taking to terminate this Lease upon thirty (30) days written notice to condemnation proceedings shall be the sole property of, and be payable to, the Lessor, and provided, further, that the whole of any award for loss of business and for removal and relocation expenses in any condemnation proceedings shall be the sole property of, and be payable to, the Lessee. In It is further agreed that in any such condemnation proceedings, the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to each seek an independent and separate its own award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessorat its own expense.

Eminent Domain. If 9.01. In the event that the whole of the Premises demised premises shall be lawfully condemned or taken by in any manner for any public authority under the power of eminent domainor quasi-public use or purpose, or purchased by the condemnor in lieu thereof, then the term of this Lease and the terms and estate hereby granted shall forthwith cease and terminate as of the date possession is taken by such public authority. If only part of vesting of title (hereinafter referred to as the Premises shall be so taken, the Lease shall terminate only as to the portion taken"date of taking"), and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee Tenant shall have no claim against Lessor for Landlord for, or make any claim for, the value of any unexpired term of this Lease, and the basic annual rent and additional rent shall be apportioned as of such date. 9.02. Lessee In the event that any part of the demised premises shall be so condemned or taken, then this Lease shall be and remain unaffected by such condemnation taking, except that the basic annual rent and additional rent allocable to the part so taken shall be apportioned (on a per square foot basis) as of the date of taking, provided, however, that (a) Tenant may elect to cancel this Lease (i) in the event the area remaining following the condemnation or taking shall not be sufficient, in the reasonable judgment of Tenant, to enable Tenant to continue the operation of its business therein substantially the manner in which such business was being conducted immediately prior to such taking, or (ii) if such taking materially adversely impairs the means of access to the demised premises or the entrances or lobby of the Building or (b) Landlord may elect to terminate this Lease if in the reasonable judgment of Landlord and as a result of a condemnation or taking of a portion of the Building, the Building could not be operated in an economically viable manner, provided that Landlord has elected to terminate leases covering fifty (50%) percent of the balance of the leasable space in the Building, and provided further that the party entitled to cancel the Lease serves the other party with a notice of election to cancel not later than ninety (90) days after the date when title shall vest in the condemning authority. Upon the giving of such notice, this Lease shall terminate on the thirtieth (30th) day following the date of receipt of such notice and the basic annual rent and additional rent hereunder shall be apportioned as of the date of the condemnation or taking with respect to the portion of the demised premises taken, and as of such termination date with respect to the remainder of the demised premises. Upon such partial taking and this Lease continuing in force as to any part of the demised premises not so taken, the basic annual rent and additional rent shall be adjusted in the proportion that the area of the demised premises taken bears to the total area of the demised premises (on a per square foot basis). If as a result of the partial taking (and this Lease continuing in force as to the part of the demised premises not so taken) a part of the demised premises not so taken is damaged, Landlord agrees to promptly restore the damaged portion remaining after the taking to the condition existing immediately prior to the taking. 9.03. Nothing hereinabove provided shall (in the event the Lease is cancelled as above provided) preclude Tenant from appearing, claiming, proving and receiving in the condemnation proceeding, Tenant's moving expenses, and the value of Tenant's Property. In the event that Tenant is not permitted to make a separate claim for such items in such proceeding, Landlord shall prosecute all claims in such proceeding on behalf of both Landlord and Tenant, in which event Tenant may, if it so elects and at its expense, join with Landlord in such proceeding, retain co-counsel, attend hearings, present arguments and generally participate in the conduct of the proceeding; provided, however, that, if Landlord incurs any additional expense because of Tenant's exercising its rights under this sentence, Tenant will bear such additional expense. 9.04. In the event that only a part of the demised premises shall be taken and neither Landlord nor Tenant shall have elected to cancel this Lease as above provided, the entire award for a partial taking shall be paid to Landlord; provided, however, that the portion of any award which is expressly attributable by the condemning authority to a taking of Tenant's Property shall be paid to Tenant and Tenant shall be entitled to any award which may be awarded by the condemning authority for Tenant's moving expenses. Landlord, at Landlord's own expense, shall restore the unaffected part of the Building to substantially the same condition and tenantability as existed prior to the taking. Until said unaffected portion is restored, Tenant shall be entitled to a proportionate abatement of basic annual rent and additional rent for that portion of the demised premises which is being restored and is not usable until the completion of the restoration or until the said portion of the demised premises is used by Tenant for the purpose of conducting its business, whichever occurs sooner. 9.05. Notwithstanding the above, if a partial taking shall occur in the last two (2) years of the then term of this Lease, either Landlord or Tenant, irrespective of the area of the space remaining, may elect to cancel this Lease and the term hereby granted, provided such party shall have, within ninety (90) days after such taking, given notice to that effect to the other party and, upon the receipt of such notice, the basic annual rent and additional rent, shall be apportioned and paid to the date of expiration of the term specified, and this Lease and the term hereby granted shall cease, expire and come to an end upon the expiration of the ninety (90) days specified in said notice; provided, however, that neither Landlord nor Tenant shall have the right to seek an independent and separate award from cancel this Lease pursuant to this Section 9.05 if, prior to the condemning authority so long as date of such award does not diminish the amount partial taking Tenant shall have delivered to Landlord notice of its irrevocable election to thereafter extend this Lease pursuant to Section 41.01 hereof, in which event neither Landlord nor Tenant may elect to terminate this Lease pursuant to this Section 9.05 with respect to any portions of the demised premises which are the subject of such extension. If either Landlord or Tenant shall so elect to end this Lease and the term hereby granted as provided herein, or if either party hereto shall elect to end this Lease by exercising a right contained in Section 9.02 above, Landlord need not restore any part of the demised premises and the entire award payable for partial condemnation shall be paid to LessorLandlord, and Tenant shall have no claim to any part thereof, except as to the items set forth in Section 9.03, where same are applicable.

Eminent Domain. If (1) the whole of the Premises shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage floor area of the Premises shall be so takentaken or condemned by Eminent Domain for any public or quasi-public use or purpose, then and either partyparty shall elect, by giving written notice to the other, given at least thirty or (302) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part more than twenty-five percent (25%) of the building other than floor area of the Premises Building shall be so taken so as taken, and Landlord shall elect, in its sole discretion, by giving written notice to render in Lessor's opinion the termination of this Lease beneficial Tenant, any written notice to the remaining portion of the building, Lessor shall have the right within be given not more than sixty (60) days of said taking after the date on which title shall vest in such condemnation proceeding, to terminate this Lease, then, in either such event, the Term of this Lease upon thirty (30) days written notice to Lesseeshall cease and terminate as of the date of title vesting. In the event case of any takingtaking or condemnation, whether whole or partialnot the Term of this Lease shall cease and terminate, Lessor the entire award shall be the property of Landlord, and Tenant hereby assigns to Landlord all its right, title and interest in and to any such award, except that Tenant shall be entitled to all awardsclaim, settlements, or compensation which prove and receive in the proceedings such awards as may be given allowed for moving expenses, loss of profit and fixtures and other equipment installed by it which shall not, under the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term terms of this Lease. Lessee , be or become the property of Landlord at the termination hereof, but only if such awards shall have be made by the right to seek an independent condemnation, court or other authority in addition to, and separate award from the condemning authority so long as such award does not diminish the amount of be stated separately from, the award payable to Lessormade by it for the Property or part thereof so taken.

Eminent Domain. If the whole of the Premises shall be taken by all or any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken--------------- appropriated or condemned by any public or quasi-public authority in the exercise of its right of condemnation or eminent domain, the Lease shall terminate only as to the portion taken, both CROET and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee Sublessee shall have the right to seek prosecute a claim for an independent award and separate award from to share in the condemning authority proceeds of any and all awards based upon their respective interests as hereafter set forth. If all the Premises shall be appropriated or condemned, or so long much thereof that Sublessee cannot reasonably continue the operation of its business thereon, this Sublease shall terminate as such award does not diminish the amount of the award payable time when possession shall be required by such public or quasi-public authority. In the event that this Subleases shall not terminate after any part of the Premises is taken or condemned, there shall be a reduction in rental equal to Lessorthe percentage to the ground area of the Premises which is taken or condemned. CROET shall be entitled to receive that portion of any and all awards necessary to compensate it for the present value of the rents which it would have received in the future and for the present value of its reversionary interest, and notwithstanding the termination of this Sublease, Sublessee shall be entitled to that portion of any and all awards necessary to compensate it for the value of its improvements to the Premises, the value of its leasehold estate and the damages which it may sustain as a result of termination of this Sublease prior to the end of the Sublease term, including any renewal terms.

Eminent Domain. If In the whole of event the Premises or any part thereof shall be taken or condemned either permanently or temporarily for any public or quasi-public use or purpose by any public authority in appropriate proceedings or by any right of eminent domain, the entire compensation award thereof, including, but not limited to, all damages as compensation for diminution in value of the leasehold, reversion and fee, shall belong to Landlord, without any deduction therefrom for any present or future estate of Tenant, and Tenant hereby assigns to Landlord all its right, title, and interest to any such award. Tenant shall have the right to recover from the condemning authority, but not from Landlord, such compensation as may be separately awarded to Tenant. In the event of a taking under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term domain of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if (i) more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so takenPremises, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor Landlord or Tenant shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty by notice in writing given within ninety (3090) days written notice to Lesseeafter the condemning authority takes possession, in which event all rents and other charges shall be prorated as of the date of such termination. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value a taking of any unexpired term portion of the Premises not resulting in a termination of this Lease. Lessee , Landlord shall have the right to seek an independent and separate award from the condemning authority use so long as such award does not diminish the amount much of the proceeds of Landlord’s award payable for the Premises as is required therefor to Lessorrestore the Premises to a complete architectural unit and this Lease shall continue in effect with respect to the balance of the Premises, with a reduction of Minimum Rent in proportion to the portion of the Premises taken.

Eminent Domain. If the whole of the Premises shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessor. Lessee acknowledges that Lessor has disclosed to Lessee on or before the signing of this Lease that Sound Transit has expressed an interest in property owned by Lessor which may include the Premises and that Sound Transit could acquire the Premises through condemnation or proceedings in lieu of condemnation sometime within the first few years of this Lease.

Eminent Domain. If the whole of the Premises shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease as of the date possession is taken by such public authority. If only a part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building buildings other than the Premises shall be so taken so as to render in Lessor's ’s opinion the termination of this Lease beneficial to the remaining portion of the buildingbuildings, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or of partial, Lessor shall be entitled to all awards, settlementssettlement, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessor.

Eminent Domain. 29.1 If the whole of entire PARK, or a portion thereof so that, in OWNER’S sole opinion, the Premises shall be balance remaining is not suitable for a mobilehome park, is taken by any public authority under the power of eminent domain, or purchased by is sold to any authority having the condemnor in lieu thereofpower of eminent domain, either under threat of condemnation or while condemnation proceedings are pending, then the term of this Lease AGREEMENT shall cease automatically terminate as of the date possession is taken by the condemning authority takes possession. Any award for any taking of all, or any part, of the PARK under the power of eminent domain shall be the property of OWNER, whether such public authorityaward shall be made as compensation for diminution in value of the leasehold or for taking of the fee or the taking of any interest HOMEOWNER may have had due to this AGREEMENT or HOMEOWNER’S tenancy in the PARK. If only Nothing contained herein, however, shall be deemed to preclude HOMEOWNER from obtaining any award for loss of or damage to HOMEOWNER’S removable personal property, or to give OWNER any interest in such award. 29.2 In the event that the taking or condemnation of part of the Premises PARK does not result in the termination of this AGREEMENT as provided above, then this AGREEMENT shall terminate as to that portion of the PARK so taken or condemned and the payments to be made under this AGREEMENT as to that portion of the PARK shall be so taken, abated and prorated as of the Lease shall terminate only as to date of possession of the portion taken, and condemning entity. This AGREEMENT shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole PARK not so taken or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessorcondemned.

Eminent Domain. 21.1 If the whole all of the Premises shall be Property or the use thereof is taken by any public authority under the power of eminent domain, condemned or purchased by the condemnor sold in lieu thereofof condemnation proceedings, then the term of this Lease shall cease as automatically terminate on the earlier to occur of (i) the date on which title to the Property vests in the condemning authority; or (ii) the date on which Landlord is dispossessed of the date possession Property. 21.2 If a portion of the Property or the use thereof is taken by power of eminent domain, condemned or sold in lieu of condemnation proceedings and such public authority. If only part of taking materially affects Tenant’s ability to utilize the Premises Property, Tenant shall be so taken, have the Lease shall terminate only as right to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender the earlier to occur of possession. If any part of (i) the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial date on which title to the remaining condemned portion of the buildingProperty vests in the condemning authority; or (ii) the date on which Tenant is dispossessed of the portion of the Property, Lessor shall have by giving written notice to Landlord within 60 Days after Xxxxxx’s receipt of notice of the right within sixty (60) days partial condemnation from Landlord. 21.3 If a portion of said taking to the Property or the use thereof is taken by power of eminent domain, condemned or sold in lieu of condemnation proceedings and Xxxxxx does not terminate this Lease upon thirty pursuant to the terms and conditions of the preceding paragraph, then (30i) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor this Lease shall be entitled deemed terminated with respect to all awardsonly the condemned portion of the Property or use thereof; (ii) the Rent payable hereunder shall be equitably reduced, settlements, or compensation which may be given for as determined by the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee Parties in good faith. 21.4 Each Party shall have the right to seek an independent seek, at its sole cost and separate expense, any award from the condemning authority so long to which it might be entitled as such award does not diminish the amount a result of any condemnation of all or any portion of the Property or the use thereof. Neither Party shall have any rights to any award payable made to Lessorthe other. Notwithstanding anything to the contrary in this Lease, if Xxxxxx has paid the rent due and otherwise substantially complied with the terms of this Lease, Tenant shall be considered the owner of the Property and the Improvements for the purposes of determining the parties’ respective entitlement to any eminent domain award. 21.5 If all or a portion of the Property or the use thereof is temporarily condemned, this Lease shall remain in full force and effect, but all of Tenant’s Rent payment obligations hereunder shall xxxxx on a pro rata basis and constitute a Rent credit hereunder.

Eminent Domain. If In the event the whole of the Premises, or so much thereof, including a portion of the Building, shall be taken or condemned for a public or quasi-public use or purpose by any competent authority and as a result thereof the balance of the Premises cannot be used for the same purpose as before such taking or condemnation , then and in either of such events, the term of this Lease shall terminate when possession of the whole of the Premises or Building shall be required for such use or purpose, and any award, compensation or damages (hereinafter sometimes called the “award”), shall be paid to and be the sole and absolute property of Landlord. In the event only a part of the Premises shall be taken or condemned for a public or quasi-public use or purpose by any public authority under competent authority, and as a result thereof the power balance of eminent domainthe Premises can be used for the same purpose as before such taking or condemnation, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease not terminate and Landlord, subject to the rights of any mortgagee, shall repair and restore the Premises. Any award paid as a consequence of such taking or condemnation, shall be paid to Landlord and may be applied to the date possession is taken cost of said repairing and restoration. Any sums remaining after such application shall be retained by Landlord and Tenant shall have no right to any such public authoritysums. If only part Basic Rental shall xxxxx during such period of time that the Premises are untenantable, in the proportion that the untenantable portion of the Premises shall be so taken, the Lease shall terminate only as bears to the portion taken, entire Premises. Nothing herein shall preclude Tenant from seeking and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and obtaining a separate award from the condemning authority so long as such separate award does not diminish directly or indirectly reduce the amount of the award payable to LessorLandlord.

Eminent Domain. 9.1 If the whole of the Premises demised premises shall be taken by any public authority under the power of eminent domain, or purchased by the condemnor in lieu thereof, then the term of this Lease shall cease only on the part so taken from the date possession shall be taken for any public purpose, and the minimum rent shall be paid up to that date. If in such event any part of the demised premises is taken, Landlord shall rebuild and restore said demised premises at its expense and as rapidly as possible, and Park Board shall be entitled to an equitable abatement of the fixed minimum rent until the premises are restored, and thereafter said rent shall be equitably reduced on account of any floor space taken by such eminent domain proceedings. 9.2 If more than Fifteen Percent (15%) of the rooftop constituting the demised premises shall be taken under the power of eminent domain, then from that date either party shall have the right to terminate this Lease as of the date possession is taken by such public authority. If only part of the Premises shall be part condemned is so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least other within thirty (30) days prior to the date that possession must be surrendered to after such date. 9.3 Landlord may, as permissible by applicable law, prosecute at its option, claims, against the public or private bodies designated as the taking authority, may terminate this Lease effective as on the account of such surrender of possession. If any part taking or appropriation of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor demised premises and Landlord shall be entitled to all awards, settlements, or compensation which may be given the entire award for said taking. For the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term purpose of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount paragraph, acquisition of all or part of the award payable demised premises by governmental or quasi-governmental authority by means of voluntary negotiations and contracts in lieu of condemnation shall be deemed to Lessorbe acquisition by the exercise of the power of eminent domain.

Eminent Domain. 10.01 If the whole of the Leased Premises shall be taken by any public authority under the power of eminent domain, Eminent Domain or purchased by the condemnor in lieu thereofsold under threat of such proceedings to condemn, then the term of this Lease shall cease as of from the date time when possession is taken by such public authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, authority and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises paid up to that date. Landlord shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as make a proportionate refund of such surrender of possessionrent as may have been paid in advance. If any part of the building other than the Leased Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to remainder thereof completely unusable for the remaining portion of purposes for which the buildingLeased Premises were leased, Lessor then Landlord and Tenant shall each have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In be given within ninety (90) days after the event date of any such taking, whether whole . 10.02 All compensation awarded or partial, Lessor paid upon such a total or partial taking of the Leased Premises as shall be entitled attributable to all awardsthe Leased Premises owned by Landlord shall belong to and be the property of Landlord without any participation by Tenant; provided, settlementshowever, that nothing contained herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority in such condemnation proceeding for loss of the building or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for depreciation to, damage to or costs of removal of or the value of any unexpired term of this Lease. Lessee shall have the right stock, trade fixtures, furniture and belonging to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to LessorTenant.

Eminent Domain. If (a) During the Term of this Lease, if the whole or any part of the Premises Line shall be taken taken, condemned, expropriated or seized by any public governmental or lawful authority under by the power exercise of the right of eminent domain, for any public or purchased by quasi-public purpose, use or benefit, the condemnor following provisions shall be applicable: (i) If such proceedings result in lieu thereofthe taking of the whole or a material portion of the Line (i.e., then that which materially interferes with Lessee's use of the term of Line for railroad purposes), Lessee shall have the right, upon written notice to Lessor, to terminate this Lease shall cease in its entirety as of the date possession is taken by title to the Line, or such public material portion, vests in the condemning authority. ; (ii) If only such proceedings result in the taking of less than all or a nonmaterial part of the Premises shall be so takenLine, then the Lease shall terminate only as to the portion part so taken, and this Lease shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder that part of the Premises cannot be made tenantable for Line remaining, without any reduction, abatement or effect upon any rental. (b) If the purposes for which Lessee has been using the Premises or if more temporary use (i.e., less than twenty-five percent ninety (25%90) consecutive days) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If whole or any part of the building other than the Premises Line shall be so taken so as to render in Lessor's opinion at any time during the termination Term of this Lease beneficial for any public or quasi-public use, purpose, or benefit, Lessee shall give prompt notice thereof to Lessor and the Lease shall be suspended for the duration of such temporary taking but continue for the balance of its Term. In such case, rent shall xxxxx on a pro rata basis (based upon track miles) as to the remaining portion segment for which use is suspended and for the duration of the buildingtemporary loss of use. Lessee shall continue to pay all sums and charges attributable to all non-affected segments of the Line and, Lessor upon resumption of full use of the Line, Lessee shall have resume full payment of rent under the right within sixty (60) days provisions of said taking to terminate this Lease upon thirty (30) days written notice to LesseeLease. In the event that such temporary taking shall exceed such ninety (90) day period, then either Lessor or Lessee may elect to treat such taking in accordance with the provisions of Article 29(a) hereof. The provisions of this Article 29(b) shall not apply to any takingtemporary use or taking of the Line, whether whole or partialany portion thereof, involving or incident to any of Lessor's exceptions, reservations, rights or privileges contained herein. (c) During the Term of this Lease, if: (i) any such proceeding is instituted, or (ii) the exercise of such power is threatened, and (iii) if such proceeding or threatened proceeding involves or affects any or all of Lessor's exceptions, reservations, rights or privileges contained herein, Lessor shall be entitled to any and all awards, settlements, or compensation which may be given funds payable for the land taking of or damage to such exception, reservation, right or privilege; and buildings. Lessor shall be entitled to prosecute and receive, as the case may be, any and all claims, causes of action and awards for damages arising out of or connected therewith, except that Lessee shall have no be entitled to prosecute and receive any and all claims, causes of action and awards for loss of operating revenue or business damages associated with the taking. (d) Except as otherwise expressly provided in this Article 29, Lessor shall be entitled to any and all funds payable for the total or partial taking or temporary use of the Line without any participation by Lessee, provided that nothing contained herein shall be construed to preclude Lessee from prosecuting any claim directly against Lessor the condemning authority for loss of its business, for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessorits leasehold estate hereunder.

Eminent Domain. If (a) During the Term of this Lease, if the whole or any part of the Premises Land shall be taken taken, condemned, expropriated or seized by any public governmental or lawful authority under by the power exercise of the right of eminent domain, for any public or purchased by quasi-public purpose, use or benefit, the condemnor following provisions shall be applicable: (i) If such proceedings result in lieu thereofthe taking of the whole or a material portion of the Land (i.e., then that which materially interferes with Lessee's use of the term of Land for railroad purposes), Lessee shall have the right, upon written notice to Lessor, to terminate this Lease shall cease in its entirety as of the date possession is taken by title to the Land, or such public material portion, vests in the condemning authority. ; (ii) If only such proceedings result in the taking of less than all or a nonmaterial part of the Premises shall be so takenLand, then the Lease shall terminate only as to the portion part so taken, and this Lease shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder that part of the Premises cannot be made tenantable for Land remaining, without any reduction, abatement or effect upon any rental. (b) If the purposes for which Lessee has been using the Premises or if more temporary use (i.e., less than twenty-five percent ninety (25%90) consecutive days) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If whole or any part of the building other than the Premises Land shall be so taken so as to render in Lessor's opinion at any time during the termination Term of this Lease beneficial for any public or quasi-public use, purpose, or benefit, Lessee shall give prompt notice thereof to Lessor and the Lease shall be suspended for the duration of such temporary taking but continue for the balance of its Term. In such case, rent shall abate on a pro rata basis (based on track miles) as to the remaining portion segment for xxxxh use is suspended and for the duration of the buildingtemporary loss of use only if such loss results in the inability of the Lessee to serve the rail customers along the corridor. Lessee shall continue to pay all sums and charges attributable to all non-affected segments of the Land and, Lessor upon resumption of full use of the Land, Lessee shall have resume full payment of rent under the right within sixty (60) days provisions of said taking to terminate this Lease upon thirty (30) days written notice to LesseeLease. In the event that such temporary taking shall exceed such ninety (90) day period, then either Lessor or Lessee may elect to treat such taking in accordance with the provisions of Section 29(a) hereof. The provisions of this Section 29(b) shall not apply to any takingtemporary use of taking of the Land, whether whole or partialany portion thereof, involving or incident to any of Lessor's exceptions, reservations, rights or privileges contained herein. (c) During the Term of this Lease, if: (i) any such proceeding is instituted, or (ii) the exercise of such power is threatened, and (iii) if such proceeding or threatened proceeding involves or affects any or all of Lessor's exceptions, reservations, rights or privileges contained herein, Lessor shall be entitled to any and all awardsfunds payable for the taking of or damage to such exception, settlementsreservation, right or privilege; and Lessor shall be entitled to prosecute and receive, as the case may be, any and all claims, causes of action and awards for damages arising out of or connected therewith, except that Lessee shall be entitled to prosecute and receive any and all claims, causes of action and awards for loss of operating revenue or business damages associated with the taking. (d) Except as otherwise expressly provided in this Section 29, Lessor shall be entitled to any and all funds payable for the total or partial taking or temporary use of the Land, provided that nothing contained herein shall be construed to preclude Lessee from prosecuting any claim directly against the condemning authority for loss of its business or taking or damage to the Track. (e) During the Term of this Lease, each party shall provide prompt notice to the other party of any and all proceedings for condemnation, expropriation or seizure, or compensation which any and all threats of the exercise of the powers to condemn, expropriate or seize all or any portion of the Land, by furnishing the other party a copy of any and all documents and written communications with respect thereto that may be given for received by the land and buildingsreceiving party. Lessee shall have no claim against make all reasonable efforts to cooperate with Lessor for in the value defense of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to Lessorproceedings.

Eminent Domain. (A) If the whole any or all of the Leased Premises shall be are taken by the exercise of any public authority under the power of eminent domain, domain or purchased by are conveyed to or at the condemnor in lieu thereof, then the term direction of this Lease shall cease any governmental entity under a threat of any such taking (each of which is hereinafter referred to as of the date possession is taken by such public authority. If only part of the Premises shall be so takena "Condemnation"), the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder of said Premises, and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor Landlord shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award collect from the condemning authority thereunder the entire amount of any award made in any such proceeding or as consideration for such Deed, without deduction therefrom for any leasehold or other estate held by the Tenant by virtue of this Lease. (B) The Tenant hereby (i) assigns to the Landlord all of the Tenant's right, title and interest, if any, in and to any such award, (ii) waives any right which it may otherwise have in connection with such Condemnation, against the Landlord or such condemning authority, to any payment for (a) the value of the then unexpired portion of the term, (b) leasehold damages, and (c) any damage to or diminution of the value of the Tenant's leasehold interest hereunder or any portion of the Premises not covered by such Condemnation; and (iii) agrees to execute any and all further documents which may be required in order to facilitate the Landlord's collection of any and all such awards. (C) Subject to the operation and effect of the foregoing provisions of this section, the Tenant may seek, in a separate proceeding, a separate award on account of any damages of costs incurred by the Tenant as a result of such Condemnation, so long as such separate award does not diminish in no way diminishes any award or payment which the amount Landlord would otherwise receive as a result of the award payable to Lessorsuch Condemnation.

Eminent Domain. (a) If the whole all of the Premises shall be taken or condemned by any competent authority for any public authority under the power of eminent domain, use or purchased by the condemnor in lieu thereofpurpose, then the term Term of this Lease (including without limitation the Put Option described in Section 22(a) hereof) shall cease as on the day prior to the taking of possession by such authority or the day prior to vesting of title in such authority, whichever first occurs, and the entire award of damages or compensation for such taking shall belong to and be the property of Landlord; provided, however, that if the total amount of such award exceeds the Purchase Price, then within 30 days after Landlord's receipt of such award, Landlord shall deliver to Tenant the difference between the amount of the date possession is taken by such public authority. award and the Purchase Price. (b) If only part a portion (but less than all) of the Premises shall be so takentaken or condemned by any competent authority for any public use or purpose, then the Lease Term hereby granted shall terminate only as cease with respect to the portion taken, and shall continue in full force and effect as of the Premises so taken on the day prior to the remainder taking of said Premisespossession by such authority or the day prior to vesting of title in such authority, whichever first occurs, and the monthly rent entire award of damages or compensation for such taking shall belong to and be reduced proportionatelythe property of Landlord; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises Purchase Price shall be so taken, then either party, reduced by written notice an amount equal to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as entire amount of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, damages or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right awarded to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable to LessorLandlord.

Eminent Domain. If In the whole of event the Demised Premises or any part thereof, shall be taken by any public authority under the power of eminent domaindomain by any public or quasi-public authority, or purchased by the condemnor rights and duties of the parties hereto with respect to this Lease in lieu thereofand to the aggregate award for such taking shall be as follows: a. If the entire Demised Premises is taken, then the term of this Lease shall cease terminate and expire as of the date possession of such taking, and Tenant thereupon shall be released from any liability thereafter accruing hereunder, and all awards shall be sought and received by the tenant and landlord separately according to their respective interests. b. If only parts of the Demised Premises is taken taken, and, if in the reasonable judgment of the Tenant, the part remaining is of such shape or size as to prevent its being reasonably used by Tenant for the purposes for which the Demised Premises were being used at the time of such public authority. taking, this Lease shall terminate with the same effect as the total taking, and all awards shall be sought and received by the tenant and landlord separately according to their respective interests. c. If only part of the Demised Premises shall be so is taken, and, if in the Lease shall terminate only reasonable judgment of the Tenant and Landlord, the part remaining is of such size and shape as to permit its being reasonably used by Tenant for the portion takenpurpose for which the Demised Premises were being used at the time of such taking, and this Lease shall continue in full force and effect as to the remainder of said Premisesremaining portion, and but the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice equitably in proportion to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall have no claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount of the award payable Demised Premised lost by the taking and all awards shall be sought and received by the tenant and landlord separately according to Lessortheir respective interests.

Eminent Domain. If Lessee agrees that if the whole of the Premises premises, or any part thereof, shall be taken or condemned for public or quasi-public use or purpose by any public authority under competent authority, Lessee shall have no claim against Lessor and shall not have any claim or right to any portion of the power amount that may be awarded as damages or paid as a result of eminent domainany such condemnation, or purchased it being agreed that the full amount of such award, if any, made by the condemnor in lieu taking authorities shall be paid to and retained by Lessor, free of any claim by Lessee to any portion thereof, and all rights of Lessee to damages therefor, if any, are hereby assigned by Lessee to Lessor. In the event that all or substantially all of the premises shall be taken or condemned by any governmental authority, then the term of this Lease shall cease as of and terminate from the date possession on which the Lessee is taken required, by such public taking authority. If only part of the Premises shall be so taken, the Lease shall terminate only as to the portion taken, and shall continue in full force and effect as to the remainder surrender possession of said Premises, premises and the monthly rent shall be reduced proportionately; provided, however, if the remainder of the Premises cannot be made tenantable for the purposes for which Lessee has been using the Premises or if more than twenty-five percent (25%) of the rentable square footage of the Premises shall be so taken, then either party, by written notice to the other, given at least thirty (30) days prior to the date that possession must be surrendered to the public authority, may terminate this Lease effective as of such surrender of possession. If any part of the building other than the Premises shall be so taken so as to render in Lessor's opinion the termination of this Lease beneficial to the remaining portion of the building, Lessor shall have the right within sixty (60) days of said taking to terminate this Lease upon thirty (30) days written notice to Lessee. In the event of any taking, whether whole or partial, Lessor shall be entitled to all awards, settlements, or compensation which may be given for the land and buildings. Lessee shall not have no nor make any claim against Lessor for the value of any unexpired term of this Lease. Lessee shall have In the right to seek an independent and separate award from the condemning authority so long as such award does not diminish the amount event that a portion of the award premises shall be taken or condemned by any governmental authority, then this Lease shall continue in full force and effect, and rent shall abatx xx an amount which bears the same ratio to the monthly basic rental as the value of the floor space taken bears to the value of the total floor space of the premises. All rentals and other sums payable by Lessee hereunder shall be adjusted to Lessorthe date on which Lessee is required, by the taking authority, to surrender possession of the premises or portion of the premises so taken.