Common use of Taking Clause in Contracts

Taking. (a) If during the Term the entire Premises shall be taken or condemned by any public authority or for any public use or destroyed by the action of any public authority (including by sale under threat of such a taking) (a "Taking"), then this Lease shall terminate on the date on which title vests in such public authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Taking. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time of such Taking, and this Lease shall terminate effective as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such notice. (c) If (i) the part of the Premises subject to a Taking contains more than ten percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time of the Taking. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenses.

Taking. If the whole or a material portion of the Premises, the Datacenter, the Campus, the Building or the Project shall be taken under the power of eminent domain, or sold to prevent the exercise thereof (collectively, a “Taking”), this Lease shall automatically terminate as of the earlier of the date of transfer of title resulting from such Taking or the date of transfer of possession resulting from such Taking (the “Taking Date”). In the event of a Taking of: (a) If during such portion of the Term Datacenter the entire Premises shall be taken Building or condemned by any public authority or for any public use or destroyed by the action Project as shall, in the opinion of any public authority (including by sale under threat of such a taking) (a "Taking")Landlord, then substantially interfere with Landlord’s operation thereof, Landlord may terminate this Lease shall terminate on upon thirty (30) days written notice to Tenant given at any time prior to the date on which title vests that is sixty (60) days following the Taking Date or (b) such portion of the Premises, the Datacenter, the Campus, the Building or the Project as shall prevent Tenant from conducting Tenant’s business in such public authorityany portion of the Premises, and for a period of time in excess of ninety (90) days, Tenant shall have the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and option to terminate this Lease upon thirty (30) days’ written notice to Landlord given at any time prior to the parties' obligations hereunder shall ceasedate that is sixty (60) days following the Taking Date. If only a part portion of the Premises is so taken and this Lease is not terminated: (i) Landlord shall, with reasonable diligence and at Landlord’s cost (to the extent of the condemnation award received by Landlord), proceed to restore (to the extent permitted by applicable Laws) the Premises and the Building (other than Tenant’s Personal Property) to a complete, functioning unit and (ii) the Base Rent payable hereunder shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and reduced proportionately based on the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction portion of the Premises and/or that Tenant is prevented from using for the Building Permitted Use as a result of such Taking. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time of such Taking, and this Lease shall terminate effective . Except as of the date set forth expressly provided otherwise in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such notice. (c) If (i) the part of the Premises subject to a Taking contains more than ten percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time of the Taking. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.210.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition Taking shall belong to Landlord (without deduction for any estate or condemnationinterest of Tenant), and except that Tenant shall have no be entitled to independently pursue a separate award for the loss of, or damage to, Tenant’s Personal Property and Tenant’s relocation costs directly associated with the Taking (but Tenant shall not otherwise assert any claim against Landlord or the condemning authority authority). No temporary Taking (for less than ninety (90) days) of the value Premises, the Datacenter, the Campus, the Building or the Project (or any portion thereof) shall terminate this Lease or entitle Tenant to any abatement of the Rent payable to Landlord under this Lease; provided, however, that any award for any such temporary Taking shall belong to Tenant, but only to the extent that the award applies to any time period during the Term of this Lease. This Section 10.2 shall be Tenant’s sole and exclusive remedy in the event of a Taking, and each of Landlord and Tenant hereby waives the provisions of any unexpired portion of Laws to the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expensescontrary.

Taking. (a) If during the Term the entire Premises shall be are taken by condemnation or condemned by any public authority or for any public use or destroyed by the action right of any public authority (including by sale under threat of such a taking) (a "Taking"), eminent domain then this Lease shall terminate on as of the date on which title vests in that Tenant has been deprived of possession. If, however, less than all the Premises has been taken by eminent domain but there has been taken such public authority, and portion thereof as to render the Annual Fixed Rent and Additional Rent balance (when reconstructed) unsuitable for the purposes of the Tenant shall be abated on and as taken by condemnation or right of such dateeminent domain, and the parties' obligations hereunder shall cease. If only a part of or if access to the Premises is materially, adversely and permanently affected by such a taking or if more than ten (10) parking spaces allocated to Tenant's use are taken by such condemnation or right of eminent domain and Landlord promptly does not provide alternative spaces to Tenant reasonably acceptable to Tenant, Tenant, upon written notice to the Landlord, shall be subject entitled to a Taking, then, except as hereinafter provided in terminate this Article, this Lease and the Term shall continue in full force and effectlease, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Taking. (b) If there notice is a Taking of more given not later than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time Tenant has been deprived of possession. For the purposes of this Article, any deed or other transfer of title in lieu of any such Takingtaking shall be treated as such a taking. Moreover, for the purposes of this Article, such a taking of the Tenant's entire leasehold interest hereunder in the Premises (or assignment or termination in lieu thereof) shall be treated as a taking of the entire Premises, and this Lease in such event the Tenant shall terminate be treated as having been deprived of possession on the effective as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such notice. (c) If (i) the thereof. Should any part of the Premises subject to a Taking contains more than ten percent (10%) of the total area of the Building be so taken or a material portion of the parking area located on the Landcondemned, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate and should this Lease by notice to Landlord, and this Lease shall end and expire on not be terminated in accordance with the effective time of the Taking. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and includingforegoing provision, the date of Landlord covenants and agrees within a reasonable time after such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition taking or condemnation, and the determination of the Landlord's award therein, to expend so much as may be necessary of the net amount which may be awarded to the Landlord in such condemnation proceedings, in restoring the Premises to an architectural unit as nearly like their condition prior to such taking as shall be practicable. Should the net amount so awarded to the Landlord be insufficient to cover the cost of restoring the Premises, as estimated by the Landlord's architect, the Landlord may, but shall not be obligated to, supply the amount of such insufficiency and restore the Premises as above provided, with all reasonable diligence, or terminate this Lease. Where the Tenant shall have no claim against Landlord or has not already exercised any right of termination accorded to it under the condemning authority for the value of any unexpired foregoing portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvementsparagraph, the then value Landlord shall notify the Tenant of any Tenantthe Landlord's fixtures or personal property and for any moving expenseselection not later than ninety (90) days after the final determination of the amount of the award.

Taking. “Taking” shall mean and refer to the acquisition or taking of property (aor any right, title or interest therein) If during the Term the entire Premises shall be taken or condemned by any public governmental or quasi-governmental authority acting under power of condemnation or for any public use or destroyed eminent domain, and shall encompass contested as well as uncontested takings as long as initiated by the action of any public authority (including by sale under threat of such a taking) (a "Taking"), then this Lease shall terminate on the date on which title vests in such public applicable governmental or quasi-governmental authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part the whole of the Premises shall be subject to is temporarily taken for a Taking, then, except as hereinafter provided period in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date excess of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Taking. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time days, or is permanently taken, in either case by virtue of such a Taking, and this Lease shall automatically terminate effective as of the date set forth title vests in Landlord's notice which the condemning authority, and Tenant shall in no event be earlier than thirty (30) days from the date of such notice. (c) pay all Base Rent, additional rent, and other payments up to that date. If (ia) the part of the Premises subject to a Taking contains more than ten twenty percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (1020%) or more of the area Premises is permanently taken by virtue of a Taking, or (b) in the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time case of the Taking. a Taking of less than twenty percent (d20%) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Tenant is unable to make reasonable use of the balance of the Premises remaining after the Taking, as determined by Tenant in its reasonable, good faith discretion, or (c) access to the Building or Premises by Tenant is, by virtue of a Taking, permanently denied, or (d) if free parking is provided for under this Lease, the parking ratio for the Building is, by virtue of a Taking of any parking areas serving the Building, permanently reduced to a ratio which fails to meet applicable code requirements after taking into account any portion of the Building taken and any reasonable substitute parking provided by Landlord shall receive in lieu of the entire award for any such acquisition or condemnationparking areas so taken, then Landlord and Tenant shall each have no claim against Landlord or the condemning authority for right (to be exercised by written notice to the value other within sixty (60) days after receipt of any unexpired notice of said taking) to terminate this Lease effective upon the date when possession of the applicable portion of the TermLand and/or Building is taken thereunder pursuant to such Taking. Nothing contained If neither party elects to terminate this Lease, as aforesaid, then Landlord shall diligently, and within a reasonable time, after title vests in this Article V the condemning authority, repair and restore, at Landlord’s expense, the portion not taken so as to render same into an architectural whole to the extent reasonably practicable, and, if any portion of the Premises is taken, thereafter the Base Rent (and Tenant’s Share) shall be deemed reduced (on a per square foot basis) in proportion to prevent the portion of the Premises taken. If there is a temporary Taking involving the Premises or Building, or if a Taking of other portions of the Building or common areas does not deny Tenant from making access to the Building and Premises, or if less than twenty percent (20%) of the Premises is permanently taken by a separate claim in any condemnation proceedings for Tenant's Property, alterations installed Taking and Tenant is able to make reasonable use of the balance of the Premises as determined by Tenant or improvementsin its reasonable good faith discretion, then this Lease shall not terminate, and Landlord shall, as soon as reasonably practicable thereafter, repair and restore, at its own expense, the portion not taken so as to render same into an architectural whole to the fullest extent reasonably practicable. If any portion of the Premises was permanently taken, then value the Base Rent (and Tenant’s Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken, commencing on the date Tenant is deprived of the use of such portion of the Premises. If any portion of the Premises was temporarily taken, then the Base Rent (and Tenant's fixtures or personal property and ’s Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken for any moving expensesthe period of such temporary taking, that is, from the date upon which Tenant is deprived of the use of such portion of the Premises until the date Tenant is restored to the use of such portion of the Premises.

Taking. (a) If during Any portion of the Term the entire Premises Collateral shall be taken through condemnation, nationalization, expropriation or condemned seizure or the value of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Facility Agent may, and at the request of the Required Lenders shall, by notice to the Administrative Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any public authority unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or for any public use or destroyed by the action other notice of any public authority kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (including by sale under threat of such a takingg) or (a "Taking")h) above, then this Lease the Commitments shall automatically terminate on the date on which title vests in such public authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part principal of the Premises Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall be subject automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to a Taking, thenthe contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as hereinafter provided the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in this Articlegood xxxxx xxxxx appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), this Lease and the Term Facility Agent shall continue in full force and effect, provided that from and take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the vesting receipt by the Facility Agent of title, written notice executed and delivered by the Annual Fixed Rent shall be modified to reflect the reduction Required Lenders of the Premises and/or the Building as a result an Event of such Taking. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time of such TakingDefault, and this Lease shall terminate effective as of requesting that the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such noticeFacility Agent commence Enforcement Actions. (c) If (i) the part of the Premises subject to a Taking contains more than ten percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time of the Taking. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenses.

Taking. 899 (a) In the event that the Parking Facility, or any part thereof, or access thereto, shall be taken 900 in condemnation proceedings or by exercise of any right of eminent domain or by agreement (such as 901 deed in lieu of an eminent domain action) between Landlord, Tenant, and those authorized to exercise 902 such right (any such matters being hereinafter referred to as a “taking”), Landlord and Tenant shall have 903 the right to participate in any such condemnation proceedings or agreement for the purpose of protecting 904 their interests hereunder. Each party so participating shall pay its own expenses and fees incurred therein. 905 906 (b) If at any time during the Term the entire Premises of this Lease there shall be taken or condemned by any public authority or for any public use or destroyed by the action a taking of any public authority (including by sale under threat of the Parking 907 Facility, so that as a result of the taking, or condemnation or deed in lieu of such a taking) taking (a "the “Taking"”), then 908 Tenant is unable to use, in a commercially reasonable manner, any portion of the Parking Facility for its 909 intended purpose, this Lease shall terminate on the date on which title vests in such public authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting Taking. If the effect of titlea Taking event is 910 to cause Tenant to lose the right to use greater than thirty percent (30%) of the Leased Spaces, Tenant will 911 have the Annual Fixed right to terminate this Lease or to keep this Lease in effect and to reduce Rent proportionately in 912 accordance with the number of Leased Spaces taken or which Tenant does not have use of relative to the 913 total number of Leased Spaces that existed just prior to the Taking. If the Parking Facility is only 914 partially usable after any such taking, then the Landlord shall have the authority to reallocate parking 915 spaces throughout the Parking Facility subject to availability, and to determine which parking spaces in 916 the Facility will be available for those purposes. Section 11.17(j) shall not apply with respect to an 917 amendment to effectuate the changes provided for in this subsection (b). 918 919 (c) If this Lease shall have terminated as a result of a Taking, or if Tenant loses use of any 920 portion of the Leased Spaces as a result of a Taking, then Tenant shall be modified entitled to reflect assert and recover an 921 award from the reduction condemnor for the loss of the Premises and/or value of Tenant’s leasehold estate and its other rights under 922 this Lease. Additionally, in that action Tenant shall be entitled to assert a claim against condemnor and 923 receive compensation from the Building condemnor for its other damages incurred as a result of such Taking. (b) If there is a Taking of more than fifty percent (50%) of the Building, 924 condemnation. Landlord may elect shall be entitled to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time of such Taking, assert and this Lease shall terminate effective as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days recover an award from the date of such notice. (c) If (i) the part of the Premises subject to a Taking contains more than ten percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time of the Taking. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority condemnor for the value loss 925 of any unexpired portion of Landlord’s remainder interest in the Termfee estate and all other damages and amounts allowed by law. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenses.926

Taking. Taking" shall mean and refer to the acquisition or taking of property (aor any right, title or interest therein) If during the Term the entire Premises shall be taken or condemned by any public governmental or quasi-governmental authority acting under power of condemnation or for any public use or destroyed eminent domain, and shall encompass contested as well as uncontested takings as long as initiated by the action of any public authority (including by sale under threat of such a taking) (a "Taking"), then this Lease shall terminate on the date on which title vests in such public applicable governmental or quasi-governmental authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part the whole of the Premises shall be subject to is temporarily taken for a Taking, then, except as hereinafter provided period in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date excess of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Taking. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time days, or is permanently taken, in either case by virtue of such a Taking, and this Lease shall automatically terminate effective as of the date set forth title vests in Landlord's notice which the condemning authority, and Tenant shall in no event be earlier than thirty (30) days from the date of such notice. (c) pay all Base Rent, additional rent, and other payments up to that date. If (ia) the part of the Premises subject to a Taking contains more than ten twenty percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (1020%) or more of the area Premises is permanently taken by virtue of a Taking, or (b) in the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time case of the Taking. a Taking of less than twenty percent (d20%) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Tenant is unable to make reasonable use of the balance of the Premises remaining after the Taking, as determined by Tenant in its reasonable, good faith discretion, or (c) access to the Building or Premises by Tenant is, by virtue of a Taking, permanently denied, or (d) if free parking is provided for under this Lease, the parking ratio for the Building is, by virtue of a Taking of any parking areas serving the Building, permanently reduced to a ratio which fails to meet applicable code requirements after taking into account any portion of the Building taken and any reasonable substitute parking provided by Landlord shall receive in lieu of the entire award for any such acquisition or condemnationparking areas so taken, then Landlord and Tenant shall each have no claim against Landlord or the condemning authority for right (to be exercised by written notice to the value other within sixty (60) days after receipt of any unexpired notice of said taking) to terminate this Lease effective upon the date when possession of the applicable portion of the TermProperty is taken thereunder pursuant to such Taking. Nothing contained If neither party elects to terminate this Lease, as aforesaid, then Landlord shall diligently, and within a reasonable time, after title vests in this Article V the condemning authority, repair and restore, at Landlord's expense, the portion not taken so as to render same into an architectural whole to the extent reasonably practicable, and, if any portion of the Premises is taken, thereafter the Base Rent (and Tenant's Share) shall be deemed reduced (on a per square foot basis) in proportion to prevent the portion of the Premises taken. If there is a temporary Taking involving the Premises or Building, or if a Taking of other portions of the Building or common areas does not deny Tenant from making access to the Building and Premises, or if less than twenty percent (20%) of the Premises is permanently taken by a separate claim Taking and Tenant is able to make reasonable use of the balance of the Premises as determined by Tenant in its reasonable good faith discretion, then this Lease shall not terminate, and Landlord shall, as soon as reasonably practicable thereafter, repair and restore, at its own expense, the portion not taken so as to render same into an architectural whole to the fullest extent reasonably practicable. If any condemnation proceedings for portion of the Premises was permanently taken, then the Base Rent (and Tenant's PropertyShare) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken, alterations installed by commencing on the date Tenant or improvementsis deprived of the use of such portion of the Premises. If any portion of the Premises was temporarily taken, then the then value of any Base Rent (and Tenant's fixtures or personal property and Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken for any moving expensesthe period of such temporary taking, that is, from the date upon which Tenant is deprived of the use of such portion of the Premises until the date Tenant is restored to the use of such portion of the Premises.

Taking. If the Premises, or such portion thereof as to render the balance (awhen reconstructed) If during unsuitable for the Term purposes of the entire Premises Tenant in the reasonable opinion of the Landlord, shall be taken by condemnation or condemned by right of eminent domain, either party, upon written notice to the other, shall be entitled to terminate this Lease, provided that such notice is given not later than thirty (30) days after the Tenant has been deprived of possession. For the purposes of this Article, any public authority deed or for any public use or destroyed by the action other transfer of title in lieu of any public authority (including by sale under threat of such taking shall be treated as such a taking. Moreover, for the purposes of this Article, such a taking of the Tenant's entire leasehold interest hereunder in the Premises (or assignment or termination in lieu thereof) (shall be treated as a "Taking")taking of the entire Premises, then this Lease and in such event the Tenant shall terminate be treated as having been deprived of possession on the effective date on which title vests in such public authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall ceasethereof. If only a Should any part of the Premises be so taken or condemned, and should this lease not be terminated in accordance with the foregoing provision, the Landlord covenants and agrees within a reasonable time after such taking or condemnation, and the determination of the Landlord's award therein, to expend so much as may be necessary of the net amount which may be awarded to the Landlord in such condemnation proceedings in restoring the Premises to an architectural unit as nearly like their condition prior to such taking as shall be subject practicable. Should the net amount so awarded to a Takingthe Landlord be insufficient to cover the cost of restoring the Premises, thenas estimated by the Landlord's architect, except the Landlord may, but shall not be obligated to, supply the amount of such insufficiency and restore the Premises as hereinafter provided in above provided, with all reasonable diligence, or terminate this Articlelease. Where the Tenant has not already exercised any right of termination accorded to it under the foregoing portion of this paragraph, this Lease and the Term Landlord shall continue in full force and effect, provided that from and notify the Tenant of the Landlord's election not later than ninety (90) days after the date final determination of the vesting amount of titlethe award. Further, if so much of the Commercial Unit shall be so taken that continued operation of the Commercial Unit as operated prior to the taking would be uneconomic in the Landlord's judgment or prohibited by zoning or other applicable law or by or pursuant to applicable provisions of the Condominium Documents or the Land Disposition Agreement, the Annual Fixed Rent Landlord shall be modified to reflect have the reduction of the Premises and/or the Building as a result of such Taking. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect right to terminate this Lease lease by giving notice to the Tenant given within of the Landlord's desire so to do not later than thirty (30) days after the effective time of such Taking, and this Lease shall terminate effective as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such noticetaking. (c) If (i) the part of the Premises subject to a Taking contains more than ten percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time of the Taking. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenses.

Taking. (a) If during all of the Term the entire Premises shall be are taken or condemned by any public authority or for any public use or destroyed by the action of any public authority (including by sale under threat of such a taking) (a "Taking")Eminent Domain, then this Lease shall terminate on as of the date on which title vests in such public authority, Tenant is required to vacate the Premises and the Annual Fixed Rent all Base and Additional Rent shall be abated on and as paid to that date. The term "Eminent Domain" shall include the taking or damaging of such dateproperty by, through or under any governmental or statutory authority, and any purchase or acquisition in lieu thereof, whether the parties' obligations hereunder shall ceasedamaging or taking is by government or any other person. If only If, in the reasonable judgment of Landlord, a taking of any part of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and by Eminent Domain renders the Term shall continue in full force and effect, provided that from and after remainder thereof unusable for the date business of Tenant (or the vesting cost of title, the Annual Fixed Rent shall be modified to reflect the reduction restoration of the Premises and/or is not commercially reasonable), the Building as a result Lease may, at the option of such Taking. (b) If there is a Taking of either party, be terminated by written notice given to the other party not more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after Landlord gives Tenant written notice of the effective time of such Takingtaking, and this Lease such termination shall terminate be effective as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from when Tenant is required to vacate the date of such notice. (c) If (i) the part portion of the Premises subject to a Taking contains more than ten percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate so taken. If this Lease by notice to Landlordis so terminated, and this Lease shall end and expire on the effective time of the Taking. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent all Base and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon . Whenever any acquisition or condemnation of all or any part portion of the PremisesPremises is taken by Eminent Domain and this Lease is not terminated, Landlord shall receive at its expense proceed with all reasonable dispatch to restore, to the entire award for any extent of available proceeds issued from the taking governmental authority and to the extent it is reasonably prudent to do so, the remainder of the Premises to the condition they were in immediately prior to such acquisition or condemnationtaking, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed at its expense proceed with all reasonable dispatch to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or restore its personal property and for any moving expensesall improvements made by it to the Premises to the same condition they were in immediately prior to such taking. The Base and Additional Rent payable hereunder shall be reduced from the date Tenant is required to partially vacate the Premises in the same proportion that the Rentable Area taken bears to the total Rentable Area of the Premises prior to taking.

Taking. If the whole of the Premises is taken, either permanently or temporarily, by eminent domain or condemnation, this Lease shall automatically terminate as of the date title vests in the condemning authority, and Tenant shall pay all Base Rent, Additional Rent, and other payments up to that date. If any part of the Premises is permanently taken, or if access to the Premises by Tenant is, by virtue of a taking, permanently denied, by eminent domain or condemnation, then Landlord shall have the right (ato be exercised by written notice to Tenant within sixty (60) days after receipt of notice of said taking) to terminate this Lease from the date when possession is taken thereunder pursuant to such proceeding or purchase. If during Landlord does not elect to terminate this Lease, as aforesaid, then Landlord shall within a reasonable time after title vests in the Term condemning authority, repair and restore, at Landlord’s expense, the entire portion not taken so as to render same into an architectural whole to the fullest extent reasonably possible, and, if any portion of the Premises is taken, thereafter the Base Rent shall be taken reduced (on a per square foot basis) in proportion to the portion of the Premises taken. If there is a temporary taking involving the Premises or condemned by any public authority Building, if a taking of other portions of the Building or for any public use or destroyed by Common Areas does not deny Tenant access to the action of any public authority (including by sale under threat of such a taking) (a "Taking")Building and Premises, then this Lease shall terminate on the date on which title vests in such public authoritynot terminate, and Landlord shall repair and restore, at its own expense, the Annual Fixed Rent and Additional portion not taken so as to render same into an architectural whole to the fullest extent reasonably possible, and, if any portion of the Premises was taken, thereafter the Base Rent shall be abated reduced (on and as of such date, and a per square foot basis) in proportion to the parties' obligations hereunder shall cease. If only a part portion of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Takingtaken. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time of such Taking, and this Lease shall terminate effective as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such notice. (c) If (i) the part of the Premises subject to a Taking contains more than ten percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time of the Taking. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenses.

Taking. (a) If during If, prior to the Term the entire Premises Closing Date any part ofthe Property shall be taken or condemned by any public authority or for any public use or destroyed by exercise of the action power of any public authority (including by sale under threat of such a taking) eminent domain (a "Taking"), then Seller shall promptly notify Purchaser of such fact (a "Taking Notice"). (a) In the event that twenty-five (25%) percent or more ofthe Property is affected by a Taking (a "Substantial Taking"), then Purchaser may, at its election, either (i) terminate this Agreement (1) in its entirety, or (2) solely with respect to the Master Lease and Ground Lease associated with such Taking (but not with respect to the remaining Master Leases and Ground Leases), or (ii) elect to proceed with Closing in which event the provisions of Section I5.2(c) below shall apply. In the event that Purchaser fails to provide written notice of its election within forty-five (45) days following Purchaser's receipt ofthe Taking Notice, Purchaser shall be deemed to have elected the alternative set forth in Section I5.2(a)(i)(1). In the event that Purchaser delivers a notice oftermination under (1) as aforesaid, then this Agreement shall terminate on in accordance with Purchaser's election; and in the date on which title vests in such public authorityevent that Purchaser delivers a notice oftennination under (2) above, and the Annual Fixed Rent and Additional Rent Purchase Price shall be abated adjusted on and as of a pro-rata basis to reflect that such date, and the parties' obligations hereunder shall cease. If only a part of the Premises shall be subject to a Taking, then, except as hereinafter provided building is no longer included in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Takingtransaction. (b) If there In the event that twenty-five (25%) percent or more ofanyone building that is subject to any ofthe Master Leases and Ground Leases is affected by a Taking of more than fifty percent (50%a "Building Taking"), then Purchaser may at its election, either (i) of tenninate this Agreement solely with respect to the Building, Landlord may Master Lease and Ground Lease associated with such Building Taking (but not with respect to the remaining Master Leases and Ground Leases) or (ii) elect to terminate proceed with closing in which event the provisions ofSection 15 .2( c) below shall apply. IfPurchaser elects to tenninate this Lease by Agreement pursuant to this subsection (b )(i), the Purchase Price shall be adjusted on a pro-rata basis to reflect that such building is no longer included in this transaction. In the event that Purchaser fails to provide written notice to Tenant given ofits election within thirty forty-five (3045) days after following Purchaser's receipt ofthe Taking Notice, Purchaser shall be deemed to have elected the effective time of such Taking, and this Lease shall terminate effective as of the date alternative set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such noticeSection 15.2(b)(i). (c) If In the case ofany Taking other than a Substantial Taking or Building Taking, then (i) the part of the Premises subject Purchaser shall not have any right or option to a Taking contains more than ten percent (10%) of the total area of the Building terminate this Agreement in its entirety or a material portion of the parking area located on the Land, (and, with respect to the parking areasanyone building, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant)and this Agreement shall continue in effect, immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition at the Closing Purchaser shall accept the Property subject to any Substantial Taking or condemnation, Tenant Building Taking with no longer has reasonable means of access to ten percent abatement ofor credit against the Purchase Price (10%except as expressly provided in clause (iii) or more of the area of the Building, then Tenant may terminate this Lease by notice to Landlordand (iv) below), and this Lease (iii) at the Closing, Seller shall end assign and expire on the effective time of the Taking. (d) Upon any termination of this Lease pursuant turn over to the provisions of this Section 5.2Purchaser, Annual Fixed Rent and Additional Rent Purchaser shall be apportioned entitled to receive and keep, all of Seller's interest in and to all awards arising from the Taking as ofwell as any money theretofore received by Seller on account thereof, and shall be paid or refunded up to and includingnet ofany expenses actually incurred by Seller, including reasonable attorneys' fees, in collecting the date of such terminationsame. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenses.

Taking. (a) If during the Term whole of the entire Premises shall be taken is taken, either permanently or condemned temporarily, by any public authority eminent domain or for any public use or destroyed by the action of any public authority (including by sale under threat of such a taking) (a "Taking")condemnation, then this Lease shall automatically terminate on the date on which title vests in such public authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Taking. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time of such Taking, and this Lease shall terminate effective as of the date set forth title vests in Landlord's notice the condemning authority, and Tenant shall pay all Base Rent, Additional Rent, and other payments up to that date. For purposes of this Lease, any temporary taking which exceeds one hundred eighty (180) consecutive days shall in no event be earlier than thirty (30) days from the date of such notice. (c) deemed to be a permanent taking. If (i) the part of the Premises subject to a Taking contains more than ten fifteen percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (1015%) or more of the area Premises is permanently taken by eminent domain or condemnation, or if all access to the Premises is, by virtue of a taking by eminent domain or condemnation, denied for a period in excess of one hundred eighty (180) consecutive days and substitute access reasonably acceptable to Tenant is not available prior to the Buildingend of such period, then Tenant may shall have the right (to be exercised by written notice to Landlord within sixty (60) days after receipt of notice of said taking or at any time after the expiration of the 180-day period in which access is denied, as applicable, but in no event after any temporary taking ends) to terminate this Lease from the date when possession was taken thereunder pursuant to such proceeding or purchase. In addition, Tenant shall have the right to terminate this Lease by written notice to Landlord if, as a result of any condemnation or other similar action (i) an amount of the parking spaces in the Parking Facilities are permanently taken, such that the remaining parking available to Tenant and Tenant’s agents therein (including, in the case of a temporary taking only, any parking that may be made available through means of stacking, valet parking and other reasonable substitute parking, which may include off-site parking with a shuttle bus service operated by Landlord for the benefit of Tenant) is less than ninety (90%) of the Parking Allocation granted to Tenant herein, or (ii) access to the Premises from a public right of way to the internal roads of the Project is denied for a period in excess of one hundred eighty (180) consecutive days and substitute access reasonably acceptable to Tenant is not available prior to the end of such period. Tenant agrees that reasonable substitute access will be deemed to exist if a detour involving a different route from any public right of way to the Premises is made available during any period where roadwork of a non-permanent nature is being performed by any applicable governmental or quasi-governmental authority. Landlord and Tenant further agree that the widening or reconfiguration of Kxxxxxx Road or any other road providing access to the Premises, if any, shall not constitute a taking. If Tenant does not elect to terminate this Lease, as aforesaid, then Landlord shall, within a reasonable time after title vests in the condemning authority, repair and restore, at Landlord’s expense, the portion not taken so as to render same into an architectural whole, and, if any portion of the Premises is taken, thereafter the Rent shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken. If there is a temporary taking involving the Premises or Buildings, if a taking of other portions of the Buildings or Common Areas does not deny Tenant access to the Buildings and Premises, or permanently reduce parking in the amount described above, or if less than fifteen percent (15%) of the Premises is permanently taken by eminent domain or condemnation, then this Lease shall end and expire on the effective time of the Taking. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as ofnot terminate, and Landlord shall be paid or refunded up to repair and includingrestore, at its own expense, the date of such termination. (e) Upon portion not taken so as to render same into an architectural whole, and, if any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's PropertyPremises was taken, alterations installed by Tenant or improvementsalbeit even temporarily, the then value Rent shall thereafter be reduced (on a per square foot basis) in proportion to the portion of any Tenant's fixtures or personal property and the Premises taken but solely for any moving expensesthe period of the taking if the same is not permanent.

Taking. (a) If during the Term whole of the entire Premises or the sole direct access from the Premises to any adjacent street or highway shall be taken or condemned by any public authority or for any public use or destroyed by the action of any quasi-public authority (including by sale under threat the power of such a taking) (a "Taking")eminent domain or condemnation, then this Lease shall terminate on the date on which of taking of possession by the condemning authority or the date title vests in such public the condemning authority, and . In the Annual Fixed Rent and Additional Rent event that (i) Twenty Five (25%) percent or more of the Building or the parking serving the Building shall be abated on and taken or conveyed by the power of eminent domain or condemnation or (ii) as a result of such dateany taking, and regardless of the parties' obligations hereunder amount so taken, the remainder of the Premises is rendered unsuitable in Tenant's opinion, reasonably exercised, for the continued operation of Tenant's business, then Tenant shall ceasehave the right to terminate this Lease upon ten (10) days prior written notice given to Landlord within thirty (30) days after receipt of written notice from Landlord advising Tenant that a portion of the Premises has been so taken. If only a any part of the Premises shall be subject to a Takingis so taken or conveyed, and the Lease is not terminated as set forth above, then, except as hereinafter provided in this Article, : (i) this Lease and the Term shall continue in full force and effect, provided except that from and after the date of the vesting of title, the Annual Fixed Monthly Rent shall be modified to reflect reduced in the reduction same proportion that the portion of the Premises and/or so taken or conveyed bears to the Building as a result of such Taking. (b) If there is a Taking of more than fifty percent (50%) area of the BuildingPremises leased to Tenant, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time of such Taking, and this Lease shall terminate effective reduction commencing as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date that Tenant is required to surrender possession of such notice. (c) If (i) the part of the Premises subject taken or conveyed; and (ii) Landlord shall make all necessary repairs or alterations to a Taking contains more than ten percent (10%) restore that portion of the total area Premises remaining as near to its former condition as the circumstances will permit and to constitute the portion of the Building or not taken as a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time of the Takingcomplete architectural unit. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenses.

Taking. (a) If during the Term whole of the entire Premises shall be is taken by condemnation or condemned by any public authority exercise of the right of eminent domain, or for any public use or destroyed by the action of any public authority (including by sale voluntary transfer made under threat of such a taking) condemnation or exercise of right of eminent domain (a "Taking"), then and such Taking is permanent (a "Permanent Taking"), this Lease shall automatically terminate on the date on which title vests in such public authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Taking. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time of such Taking, and this Lease shall terminate effective as of the date set forth (the "Vesting Date") that title vests in Landlord's notice which the condemning authority, and Tenant shall pay all Rent due under this Lease up to the Vesting Date. Any temporary Taking for a period in no event excess of twelve (12) consecutive months shall be earlier than thirty (30) days from deemed to be a Permanent Taking within the date meaning of such notice. (c) this Section 4.5. If (i) the part of the Premises subject any Permanent Taking occurs with regard to a Taking contains more than ten twenty percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (1020%) or more of the area Premises, Landlord and Tenant shall each have the right (to be exercised by written notice to the other within sixty (60) days after receipt of the Building, then Tenant may notice of said Permanent Taking) to terminate this Lease by notice effective upon the Vesting Date. If neither party elects to Landlordterminate this Lease, as aforesaid, then Landlord shall diligently, and within a reasonable time, after the Vesting Date, repair and restore, at Landlord's expense, the portion of the Premises not subject to such Taking, so as to render same an architectural whole to the extent reasonably practicable, and, with regard to any portion of the Premises which is subject to such Taking, the Base Rent (and Tenant's Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises subject to such Taking. If there is a temporary Taking involving the Premises or Building, or if less than twenty percent (20%) of the Premises is permanently taken by a Taking, then this Lease shall end not terminate, and expire on Landlord shall, as soon as reasonably practicable thereafter, repair and restore, at its own expense, the effective time portion not affected by such Taking so as to render same into an architectural whole to the fullest extent reasonably practicable. If any portion of the Premises was subject to a temporary Taking. , then the Base Rent (dand Tenant's Share) Upon any termination of this Lease pursuant shall be reduced (on a per square foot basis) in proportion to the provisions portion of this Section 5.2the Premises subject to such Taking, Annual Fixed Rent and Additional Rent shall be apportioned as ofbut only for the period of such temporary Taking, and shall be paid or refunded up to and includingthat is, from the date upon which Tenant is deprived of the use of such termination. (e) Upon any acquisition or condemnation portion of all or any part the Premises until the date Tenant is restored to the use of such portion of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenses.

Taking. (a) If during the Term whole of the entire Premises or the sole direct access from the Premises to any adjacent street or highway shall be taken or condemned by any public authority or for any public use or destroyed by the action of any quasi-public authority (including by sale under threat the power of such a taking) (a "Taking")eminent domain or condemnation, then this Lease shall terminate on onthe date of taking of possession by the condemning authority or the date on which title vests in such public the condemning authority, and . In the Annual Fixed Rent and Additional Rent event that (i) Twenty Five (25%) percent or more of the Building or the parking serving the Building shall be abated on and taken or conveyed by the power of eminent domain or 19 01 31/02 condemnation or (ii) as a result of such dateany taking, and regardless of the parties' obligations hereunder amount so taken,the remainder of the Premises is rendered unsuitable in Tenant's opinion, reasonably exercised, for the continued operation of Tenant's business, then Tenant shall ceasehave the right to terminate this Lease by written notice given to Landlord within thirty (30) days after receipt of written notice from Landlord advising Tenant that a portion of the Premises has been so taken. If only a any part of the Premises shall be subject to a Takingis so taken or conveyed, and the Lease is not terminated as set forth above,then, except as hereinafter provided in this Article, : (i) this Lease and the Term shall continue in full force and effect, provided except that from and after the date of the vesting of title, the Annual Fixed Monthly Rent shall be modified to reflect reduced in the reduction same proportion that the portion of the Premises and/or so taken or conveyed bears to the Building as a result of such Taking. (b) If there is a Taking of more than fifty percent (50%) area of the BuildingPremises leased to Tenant, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time of such Taking, and this Lease shall terminate effective reduction commencing as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date that Tenant is required to surrender possession of such notice. (c) If (i) the part of the Premises subject taken or conveyed; and (ii) Landlord shall make all necessary repairs or alterations to a Taking contains more than ten percent (10%) restore that portion of the total area Premises remaining as near to its former condition as the circumstances will permit and to constitute the portion of the Building or not taken as a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time of the Takingcomplete architectural unit. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenses.

Taking. (a) If during In the Term the entire Premises shall be taken or condemned by any public authority or for any public use or destroyed by the action event that Seller has knowledge through receipt of any public authority (including by sale under threat of such a taking) (a "Taking"), then this Lease shall terminate on the date on which title vests in such public authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part written notice of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Taking. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time of such Taking, and this Lease shall terminate effective as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such notice. (c) If (i) the part of the Premises subject to a Taking contains more than ten percent (10%) of the total area of the Building actual or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time of the Taking. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation threatened taking of all or any part of the PremisesOwned Real Property by exercise of right of eminent domain, Landlord Seller will give Purchaser prompt written notice (a "Condemnation Notice") of such event. If, on or before the Closing Date, all of the Owned Real Property shall receive be taken or threatened to be taken by exercise of right of eminent domain, or there shall be taken or threatened to be taken so material a part thereof that, in the entire award for reasonable judgment of Purchaser, the taking does, or in the case of a threatened taking will, materially interfere with the operation of the Business, then Purchaser may terminate this Agreement and abandon the transactions contemplated hereby pursuant to Section 14.01(g) by giving Seller written notice to such effect by the earlier of (i) the then-scheduled Closing Date or (ii) 30 days after Seller has given Purchaser the Condemnation Notice. If Purchaser does not timely elect to terminate this Agreement and abandon the transactions contemplated hereby or if Purchaser is obligated to close because the condemnation does not materially interfere with the operation of the Business (and provided neither Party has otherwise properly terminated this Agreement and abandoned the transactions contemplated hereby in accordance with Section 14.01), then the Closing shall take place as herein provided without any such acquisition or condemnationabatement of the Consideration, and Tenant Seller shall, pursuant to Section 2.07, assign to Purchaser all of Seller's right, title and interest in and to any condemnation award; provided, however, such award will not be treated as Transferred Cash or Working Capital (except to the extent, if any, that the Assets and Properties in respect of which the award is paid or payable would have been so treated). For purposes of this Section 13.02, the term "taking" shall include temporary as well as permanent takings, and a taking shall not be deemed "threatened" unless and until a fund for the payment of the anticipated compensation for such taking shall have no claim against Landlord been appropriated or the condemning authority for the value some official action with respect to such taking shall have been taken by a governmental body possessing powers of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenseseminent domain.

Taking. If the whole of the Premises is temporarily taken for a period in excess of sixty (a60) If during the Term the entire Premises shall be taken days, or condemned is permanently taken, in either case by any public authority or for any public use or destroyed by the action virtue of any public authority (including by sale under threat of such a taking) (a "Taking"), then this Lease shall automatically terminate on the date on which title vests in such public authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Taking. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time of such Taking, and this Lease shall terminate effective as of the date set forth (the “Vesting Date”) that title vests in Landlord's notice which the condemning authority, and Tenant shall in no event be earlier than thirty (30) days from pay all Rent due under this Lease up to the date of such notice. (c) Vesting Date. If (i) the part of the Premises subject to a Taking contains more than ten twenty percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (1020%) or more of the area Premises is permanently taken by virtue of the Buildinga Taking, then Landlord and Tenant may shall each have the right (to be exercised by written notice to the other within sixty (60) days after receipt of notice of said taking) to terminate this Lease by notice effective upon the Vesting Date. If neither party elects to Landlordterminate this Lease, as aforesaid, then Landlord shall diligently, and within a reasonable time, after the Vesting Date, repair and restore, at Landlord’s expense, the portion not taken so as to render same into an architectural whole to the extent reasonably practicable, and, if any portion of the Premises is taken, then after the Vesting Date, the Base Rent (and Tenant’s Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises so taken. If there is a temporary Taking involving the Premises or Building, or if less than twenty percent (20%) of the Premises is permanently taken by a Taking, then this Lease shall end not terminate, and expire on Landlord shall, as soon as reasonably practicable thereafter, repair and restore, at its own expense, the effective time portion not taken so as to render same into an architectural whole to the fullest extent reasonably practicable. If any portion of the Taking. Premises was temporarily taken, then the Base Rent (dand Tenant’s Share) Upon any termination of this Lease pursuant shall be reduced (on a per square foot basis) in proportion to the provisions portion of this Section 5.2the Premises taken, Annual Fixed Rent and Additional Rent shall be apportioned as ofbut only for the period of such temporary taking, and shall be paid or refunded up to and includingthat is, from the date upon which Tenant is deprived of the use of such termination. (e) Upon any acquisition or condemnation portion of all or any part the Premises until the date Tenant is restored to the use of such portion of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenses.

Taking. (a) If during a Taking of all or substantially all of the Term Premises occurs, then this Lease shall terminate as of the entire Premises shall be taken or condemned by any public authority or for any public use or destroyed by Vesting Date. If there is a Taking of less than substantially all of the action of any public authority (including by sale under threat of such a taking) (a "Taking")Premises, then this Lease shall terminate on the date on which title vests in such public authority, and Vesting Date with respect to the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Takingportion so taken. (b) If there is a Taking of more than fifty percent (50%) part of the BuildingComplex but none of or less than substantially all of the Premises, Landlord may elect to terminate this Lease by if (i) there is any Taking occurring during the last two (2) years of the Term; or (ii) in Landlord’s reasonable judgment, it shall not be economically feasible to restore and replace the Building, the Premises, the Common Areas, the Complex or part thereof, to tenantable condition capable of being operated as a mixed use complex in an economical manner. If Landlord elects to terminate this Lease pursuant to this Section, Landlord shall, within one hundred twenty (120) days of the Taking, give notice to Tenant given within thirty (30) days after the effective time of such TakingTenant, and this Lease the Term shall terminate effective expire and come to an end as of the date set forth last day of the calendar month in Landlord's which such notice which shall in no event be earlier than thirty (30) days from the date of such noticeis given. (c) If (i) the part there is a Taking of less than substantially all of the Premises Premises, Tenant, subject to a Taking contains more than ten percent (10%) of the total area of the Building or a material portion of the parking area located on the LandLandlord’s lenders’ requirements, (and, with respect may elect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) terminate this Lease if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten the Taking (i) more than thirty-three percent (1033%) or more of the area Square Feet within the Premises shall be taken; (ii) there is a prohibition of the Building, then use of the Premises for Tenant’s actual permitted use thereof; or (iii) there is any Taking of the Premises occurring during the last two (2) years of the Term. If Tenant may elects to terminate this Lease by pursuant to this Section, Tenant shall, within one hundred twenty (120) days of the Taking, give notice to Landlord, and this Lease the Term shall expire and come to an end and expire as of the last day of the calendar month in which such notice is given. (d) If there is a Taking, then commencing on the effective time Vesting Date, Base Rent shall be the product of (i) Base Rent immediately preceding the Taking, and (ii) a fraction, the numerator of which shall be the number of Square Feet within the Premises remaining after the Taking, and the denominator of which shall be the number of Square Feet within the Premises immediately preceding the Taking. (de) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent Tenant shall not be apportioned as of, and shall be paid or refunded up entitled to and including, the date hereby waives any and all claims against Landlord for any compensation or damage for loss of such termination. (e) Upon any acquisition or condemnation of all or any part use of the Premises, Landlord shall receive the entire award Common Areas or any portion thereof, for any such acquisition interruption of services required to be provided by Landlord hereunder, and/or for any inconvenience or condemnationannoyance resulting from any damage, destruction, repair or restoration. (f) All compensation awarded or paid in respect of a Taking shall belong to and be the property of Landlord without any participation by Tenant. Nothing herein shall be construed to preclude Tenant shall have no from prosecuting any claim directly against Landlord or the condemning authority in such condemnation proceeding for moving expenses; any fixtures or equipment owned by Tenant; and the unamortized cost of Tenant’s betterments and improvements, provided that no such claim shall (x) diminish or otherwise adversely affect Landlord’s award or the award of any Fee Mortgagee, or (y) include any value for the value leasehold estate created hereby or the unexpired term of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expensesLease.

Taking. Taking" shall mean and refer to the acquisition or taking of property (aor any right, title or interest therein) If during the Term the entire Premises shall be taken or condemned by any public governmental or quasi-governmental authority acting under power of condemnation or for any public use or destroyed eminent domain, and shall encompass contested as well as uncontested takings as long as initiated by the action of any public authority (including by sale under threat of such a taking) (a "Taking"), then this Lease shall terminate on the date on which title vests in such public applicable governmental or quasi-governmental authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part the whole of the Premises shall be subject to is temporarily taken for a Taking, then, except as hereinafter provided period in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date excess of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Taking. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time days, or is permanently taken, in either case by virtue of such a Taking, and this Lease shall automatically terminate effective as of the date set forth title vests in Landlord's notice which the condemning authority, and Tenant shall in no event be earlier than thirty (30) days from the date of such notice. (c) pay all Base Rent, additional rent, and other payments up to that date. If (ia) the part of the Premises subject to a Taking contains more than ten twenty percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (1020%) or more of the area Premises is permanently taken by virtue of a Taking, or (b) in the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time case of the Taking. a Taking of less than twenty percent (d20%) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Tenant is unable to make reasonable use of the balance of the Premises remaining after the Taking, as determined by Tenant in its reasonable, good faith discretion, or (c) access to the Building or Premises by Tenant is, by virtue of a Taking, permanently denied, or (d) if free parking is provided for under this Lease, the parking ratio for the Building is, by virtue of a Taking of any parking areas serving the Building, permanently reduced to a ratio which fails to meet applicable code requirements after taking into account any portion of the Building taken and any reasonable substitute parking provided by Landlord shall receive in lieu of the entire award for any such acquisition or condemnationparking areas so taken, then Landlord and Tenant shall each have no claim against Landlord or the condemning authority for right (to be exercised by written notice to the value other within sixty (60) days after receipt of any unexpired notice of said taking) to terminate this Lease effective upon the date when possession of the applicable portion of the TermLand and/or Building is taken thereunder pursuant to such Taking. Nothing contained If neither party elects to terminate this Lease, as aforesaid, then Landlord shall diligently, and within a reasonable time (not to exceed one hundred eighty (180) days subject to Force Majeure not to exceed thirty (30) days in this Article V the aggregate), after title vests in the condemning authority, repair and restore, at Landlord's expense, the portion not taken so as to render same into an architectural whole to the extent reasonably practicable, and, if any portion of the Premises is taken, thereafter the Base Rent (and Tenant's Share) shall be deemed reduced (on a per square foot basis) in proportion to prevent the portion of the Premises taken. If there is a temporary Taking involving the Premises or Building, or if a Taking of other portions of the Building or Common Areas does not deny Tenant from making access to the Building and Premises, or if less than twenty percent (20%) of the Premises is permanently taken by a separate claim Taking and Tenant is able to make reasonable use of the balance of the Premises as determined by Tenant in its reasonable good faith discretion, then this Lease shall not terminate, and Landlord shall, as soon as reasonably practicable thereafter (and in all events within one hundred eighty (180) days thereafter subject to Force Majeure not to exceed thirty (30) days in the aggregate), repair and restore, at its own expense, the portion not taken so as to render same into an architectural whole to the fullest extent reasonably practicable. If any condemnation proceedings for portion of the Premises was permanently taken, then the Base Rent (and Tenant's PropertyShare) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken, alterations installed by commencing on the date Tenant or improvementsis deprived of the use of such portion of the Premises. If any portion of the Premises was temporarily taken, then the then value of any Base Rent (and Tenant's fixtures or personal property and Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken for any moving expensesthe period of such temporary taking, that is, from the date upon which Tenant is deprived of the use of such portion of the Premises until the date Tenant is restored to the use of such portion of the Premises.

Taking. (a) If during a Taking of all or substantially all of the Term Premises occurs, then this Lease shall terminate as of the entire Premises shall be taken or condemned by any public authority or for any public use or destroyed by Vesting Date. If there is a Taking of less than substantially all of the action of any public authority (including by sale under threat of such a taking) (a "Taking")Premises, then this Lease shall terminate on the date on which title vests in such public authority, and Vesting Date with respect to the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Takingportion so taken. (b) If there is a Taking of more than fifty percent (50%) part of the BuildingComplex but none of or less than substantially all of the Premises, Landlord may elect to terminate this Lease by if (i) there is any Taking occurring during the last two (2) years of the Term; or (ii) in Landlord's reasonable judgment, it shall not be economically feasible to restore and replace the Building, the Premises, the Common Areas, the Complex or part thereof, to tenantable condition capable of being operated as a mixed use complex in an economical manner. If Landlord elects to terminate this Lease pursuant to this Section, Landlord shall, within one hundred twenty (120) days of the Taking, give notice to Tenant given within thirty (30) days after the effective time of such TakingTenant, and this Lease the Term shall terminate effective expire as of the date set forth last day of the calendar month in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such noticeNotice is given. (c) If (i) the part of the Premises subject to there is a Taking contains of more than ten percent thirty-three (1033%) of the total area Square Feet of the Building or a material portion of the parking area located on the LandPremises, (andTenant, with respect subject to the parking areasLandlord's lenders' requirements, Landlord is unable may elect to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) terminate this Lease if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more the Taking there is a prohibition of the area use of the Building, then Premises for Tenant's actual permitted use thereof. If Tenant may elects to terminate this Lease by notice pursuant to this Section, Tenant shall, within one hundred twenty (120) days of the Taking, give Notice to Landlord, and this Lease the Term shall expire and come to an end and expire as of the last day of the calendar month in which such Notice is given. (d) If there is a Taking, then commencing on the effective time Vesting Date, Base Rent shall be the product of (i) Base Rent immediately preceding the Taking, and (ii) a fraction, the numerator of which shall be the number of Square Feet within the Premises remaining after the Taking, and the denominator of which shall be the number of Square Feet within the Premises immediately preceding the Taking. (de) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent Tenant shall not be apportioned as of, and shall be paid or refunded up entitled to and including, the date hereby waives any and all claims against Landlord for any compensation or damage for loss of such termination. (e) Upon any acquisition or condemnation of all or any part use of the Premises, Landlord shall receive the entire award Common Areas or any portion thereof, for any such acquisition interruption of services required to be provided by Landlord hereunder, and/or for any inconvenience or condemnationannoyance resulting from any damage, destruction, repair or restoration. (f) All compensation awarded or paid in respect of a Taking shall belong to and be the property of Landlord without any participation by Tenant. Nothing herein shall be construed to preclude Tenant shall have no from prosecuting any claim directly against Landlord or the condemning authority in such condemnation proceeding for moving expenses; any fixtures or equipment owned by Tenant; and the unamortized cost of Tenant's improvements, provided that no such claim shall (x) diminish or otherwise adversely affect Landlord's award or the award of any Fee Mortgagee, or (y) include any value for the value leasehold estate created hereby or the unexpired term of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expensesLease.

Taking. (a) 7.2.1 If during the Term whole of the entire Premises shall be taken or condemned by any public authority or for any public or quasi-public use under any statute or destroyed by the action right of any public authority eminent domain (including by sale under threat of such a hereinafter referred to as "taking) (a "Taking"), then this Lease shall automatically terminate on as of the date on which title vests in such public that possession is taken by the taking authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Taking. (b) 7.2.2 If there is a Taking of more than fifty percent (50%) partial taking of the BuildingPremises, then, to the extent of the net taking award recovered by Landlord, Landlord shall promptly and with due diligence restore the Premises or what may-remain thereof to an economically operable facility substantially comparable to their condition prior to such taking subject to the following: 7.2.2.1 If such partial taking completely deprives Tenant of all access to the Premises, Tenant may elect to terminate this Lease by notice given to Tenant Landlord within thirty (30) days of such partial taking; or, if such partial taking reduced the floor area of the building on the Premises by more than twenty percent (20%) or reduces the parking area on the Premises by more than twenty percent (20%), then either party may terminate this Lease by notice given to the other within thirty (30) days after such partial taking and effective thirty (30) days after such notice is received by the effective time of other party; except that such Takingtermination by Landlord shall be ineffective if Tenant shall extend the Term pursuant to Section 11.1 or shall elect to expand pursuant to Section 11.2 or purchase the Premises pursuant to Section 11.5 (in the latter case, and the entire taking award shall be assigned to Tenant). If this Lease is so terminated, the termination shall terminate be effective as of the date set forth that possession is taken by the taking authority. 7.2.2.2 If the Premises are not, in Landlord's fact, restored as provided in the introductory paragraph to this Section 7.2.2 within nine (9) months from the date when the taking authority takes possession of the part of the Premises so taken, Tenant may terminate this Lease, at any time following such nine (9) month period until the Premises are so restored, by written notice which shall in no event be earlier than given to Landlord specifying a termination date thirty (30) days from after such notice is received by Landlord, provided, however, that such termination shall not be effective if the date Premises are in fact so restored before the expiration of such notice30-day period. (c) If (i) 7.2.2.3 If, during the part last year of the Premises subject to a Taking contains Term more than ten percent (10%) of the total floor area of the Building building on the Premises or a material portion more than twenty percent (20%) of the parking area located on the LandPremises is so partially taken, (and, with respect either party shall have the right to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate this Lease by notice to Landlordthe other given within thirty (30) days after the date of such partial taking and effective thirty (30) days after such notice is received by the other party; except that any such termination by Landlord shall be ineffective if Tenant shall forthwith extend the Term pursuant to Section 11.1 or shall elect to expand pursuant to Section 11.2 or purchase the Premises pursuant to Section 11.5 (in the latter case, and the entire taking award shall be assigned to Tenant). 7.2.2.4 If this Lease shall end and expire on the effective time is not terminated as provided in this Section 7.2.2, a just proportion of the Taking. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as ofsuspended or abated, according to the nature and shall be paid or refunded up to and including, extent of the partial taking from the date that the taking authority takes possession or when Tenant is deprived of such termination. (e) Upon any acquisition or condemnation of all or any part its practical use of the Premises, whichever occurs first, to the date that Tenant's use of the Premises shall be so restored, and thereafter a just proportion of the Fixed Rent and Additional Rent shall be abated for the balance of the Term according to the nature and extent of such partial taking. 7.2.3 Landlord shall reserves to itself all rights to receive the entire award for all awards, damages and compensation accruing by reason of any taking referred to in Section 7.2, except as otherwise provided in such acquisition or condemnationSection, and Tenant shall have no claim against hereby releases and assigns to Landlord all such rights, except for such awards, damages or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall compensation as may be deemed to prevent Tenant from making a separate claim in any condemnation proceedings separately awarded for Tenant's Propertypersonal property, alterations installed by Tenant or improvements, the then value of any Tenant's trade fixtures or personal property and for any moving expenses.

Taking. (a) If during the Term the entire Premises there shall be taken a total taking of the Building in condemnation proceedings or condemned by any public authority or for any public use or destroyed by the action right of any public authority (including by sale under threat of such a taking) (a "Taking"), then this Lease shall terminate on the date on which title vests in such public authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Articleeminent domain, this Lease and the Term and estate hereby granted shall continue terminate as of the date of taking of possession by the condemning authority and all Base Rent and Additional Rent under Article 4 shall be prorated and paid as of such termination date. If there shall be a taking of (x) at least forty percent (40%) of the Building or (y) any material (in full force Landlord’s reasonable judgment) portion of the Land or the Building, including at least forty percent (40%) of the Premises, then in either such case Landlord may terminate this Lease and effect, provided that from the Term and estate granted hereby by giving notice to Tenant within sixty (60) days after the date of taking of possession by the vesting condemning authority, provided that Landlord shall concurrently terminate the leases covering at least 75% of title, the Annual Fixed Rent rentable area of the Building (including the Premises). If there shall be modified to reflect the reduction a taking of the Premises and/or the Building as a result of such Taking. scope (b) If there is a Taking of more but in no event less than fifty forty percent (5040%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30Premises) days after that the effective time of such Taking, and this Lease shall terminate effective as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such notice. (c) If (i) the untaken part of the Premises subject would in Tenant’s reasonable judgment be uneconomic to a Taking contains more than ten percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Buildingoperate, then Tenant may terminate this Lease and the Term and estate granted hereby by giving notice to LandlordLandlord within sixty (60) days after the date of taking of possession by the condemning authority. If either Landlord or Tenant shall give a termination notice as aforesaid, and then this Lease and the Term and estate granted hereby shall end and expire on the effective time terminate as of the Taking. (d) Upon any date of such notice and all Base Rent and Additional Rent under Article 4 shall be prorated and paid as of such termination date. In the event of a taking of the Premises which does not result in the termination of this Lease pursuant (i) the Term and estate hereby granted with respect to the provisions taken part of this Section 5.2, Annual Fixed the Premises shall terminate as of the date of taking of possession by the condemning authority and all Base Rent and Additional Rent under Article 4 shall be apportioned as of, appropriately abated for the period from such date to the Expiration Date and shall be paid or refunded up to and including, the date of such termination. (eii) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive perform the entire award for any such acquisition work required to be performed by Landlord pursuant to Section 23.04 of this Lease. “Condemnation” shall mean a total or condemnation, and Tenant shall have no claim against Landlord partial taking in condemnation or the condemning authority for the value by right of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenseseminent domain.

Taking. (a) If during the Term whole of the entire Premises shall be taken is taken, either permanently or condemned temporarily, by any public authority eminent domain or for any public use or destroyed by the action of any public authority (including by sale under threat of such a taking) (a "Taking")condemnation, then this Lease shall automatically terminate on as of the date on which title vests in such public the condemning authority, and the Annual Fixed Rent and Tenant shall pay all Base Rent, Additional Rent shall be abated on and as of such dateRent, and the parties' obligations hereunder shall ceaseother payments up to that date. If only a any part of the Premises shall be subject is permanently taken, or if access to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or by Tenant is, by virtue of a taking, denied, by eminent domain or condemnation, then Landlord shall have the Building as a result right (to be exercised by written notice to Tenant within sixty (60) days after receipt of such Taking. (bnotice of said taking) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by from the date when possession is taken thereunder pursuant to such proceeding or purchase. In the event fifteen percent (15%) or more of the rentable area of the Premises is taken, then Tenant shall have the right, exercisable upon written notice to Tenant given Landlord within thirty (30) days after the effective time of such Taking, and this Lease shall terminate effective as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such notice. (c) If (i) the part of the Premises subject to a Taking contains more than ten percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of that the area of so taken vests with the Buildingcondemning authority, then Tenant may to terminate this Lease by Lease. Despite the foregoing, in the event Tenant so delivers a termination notice to Landlord, and Landlord, in its sole discretion, elects to lease other comparable space in the Building that is located on a floor that is adjacent to the floor upon which the Premises is located to Tenant to replace a portion of the area so taken, such that the rentable area of the remaining portion of the Premises which was not taken, when aggregated with the additional space that Landlord elects to lease to Tenant in the Building, equals at least eighty five percent (85%) of the rentable area of the Premises that existed prior to the taking, then Tenant’s notice of termination shall be deemed automatically rescinded. If this Lease is not terminated, as aforesaid, then Landlord shall within a reasonable time after title vests in the condemning authority, repair and restore, at Landlord’s expense, the portion not taken so as to render same into an architectural whole to the fullest extent reasonably possible, and, if any portion of the Premises is taken, thereafter the Base Rent shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken. If there is a temporary taking involving the Premises or Building, if a taking of other portions of the Building or Common Areas does not deny Tenant access to the Building and Premises, then this Lease shall end not terminate, and expire on Landlord shall repair and restore, at its own expense, the effective time portion not taken so as to render same into an architectural whole to the fullest extent reasonably possible, and, if any portion of the Taking. (d) Upon any termination of this Lease pursuant to Premises was taken, thereafter the provisions of this Section 5.2, Annual Fixed Rent and Additional Base Rent shall be apportioned as of, and shall be paid or refunded up reduced (on a per square foot basis) in proportion to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expensesPremises taken.

Taking. If the whole of the Premises is taken, either permanently or temporarily, by eminent domain or condemnation, this Lease shall automatically terminate as of the date title vests in the condemning authority, and Tenant shall pay all Base Rent, Additional Rent, and other payments up to that date. If any part of the Premises is permanently taken, or if access to the by Tenant is, by virtue of a taking, permanently denied, by eminent domain or condemnation, then Landlord or Tenant shall have the right (ato be exercised by written notice to the other within sixty (60) days after receipt of notice of said taking) to terminate this Lease from the date when possession is taken thereunder pursuant to such proceeding or purchase. If during neither party elects to terminate this Lease, as aforesaid, then Landlord shall within a reasonable time after title vests in the Term condemning authority, repair and restore, at Landlord’s expense, the entire portion not taken so as to render same into an architectural whole to the fullest extent reasonably possible, and, if any portion of the Premises is taken, thereafter the Base Rent shall be taken reduced (on a per square foot basis) in proportion to the portion of the Premises taken. If there is a temporary taking involving the Premises or condemned by any public authority Building, if a taking of other portions of the Building or for any public use or destroyed by Common Areas does not deny Tenant access to the action of any public authority (including by sale under threat of such a taking) (a "Taking")Building and Premises, then this Lease shall terminate on the date on which title vests in such public authoritynot terminate, and Landlord shall repair and restore, at its own expense, the Annual Fixed Rent and Additional portion not taken so as to render same into an architectural whole to the fullest extent reasonably possible, and, if any portion of the Premises was taken, thereafter the Base Rent shall be abated reduced (on and as of such date, and a per square foot basis) in proportion to the parties' obligations hereunder shall cease. If only a part portion of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Takingtaken. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time of such Taking, and this Lease shall terminate effective as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such notice. (c) If (i) the part of the Premises subject to a Taking contains more than ten percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time of the Taking. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenses.

Taking. If (ai) If during the Term the entire Premises; (ii) so much of the Premises as renders the balance unusable by Tenant; or (iii) so much of the Building apart from the Premises as renders the Premises unusable by Tenant, shall be taken by condemnation, sale in lieu of condemnation or condemned by in any public authority or other manner for any public use or destroyed by the action of any quasi-public authority purpose (including by sale under threat of such a taking) (a collectively "TakingCondemnation"), then this Lease shall terminate on the date on which that title vests in such public or possession to the Premises is taken by the condemning authority, and whichever is earlier (the Annual Fixed Rent and Additional Rent "Date of Taking"). If a material portion of the Project other than the Premises shall be abated on and as taken by Condemnation which does not automatically terminate this Lease pursuant to the foregoing sentence, Landlord shall have the right, exercisable by written notice to Tenant delivered by the thirtieth (30th) day after the Date of such dateTaking, and the parties' obligations hereunder shall ceaseto terminate this Lease. If only a part portion of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, taken by Condemnation which does not automatically terminate this Lease and pursuant to the Term first sentence of this Section 10.1. this Lease shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified automatically terminate as to reflect the reduction such portion of the Premises and/or taken, if any, on the Building as a result Date of such Taking. (b) If there , Rent payable hereunder that is a Taking of more than fifty percent (50%) computed based on the area of the BuildingPremises shall be adjusted in proportion to the amount of space taken, and Landlord may elect to terminate this Lease shall have the right, exercisable by written notice to Tenant given delivered within thirty (30) days after the effective time Date of such Taking, and this Lease shall terminate effective as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such notice. (c) If (i) the part of the Premises subject to a Taking contains more than ten percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time of the Taking. (d) Upon any termination of this Lease pursuant as to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part remainder of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenses.

Taking. Taking" shall mean and refer to the acquisition or taking of property (aor any right, title or interest therein) If during the Term the entire Premises shall be taken or condemned by any public governmental or quasi-governmental authority acting under power of condemnation or for any public use or destroyed eminent domain, and shall encompass contested as well as uncontested takings as long as initiated by the action applicable governmental or quasi-governmental authority. If the whole of any public authority (including the Premises is temporarily or permanently taken, by sale under threat virtue of such a taking) (a "Taking"), then this Lease shall automatically terminate on the date on which title vests in such public authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Taking. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time of such Taking, and this Lease shall terminate effective as of the date set forth title vests in Landlord's notice which the condemning authority, and Tenant shall in no event be earlier than thirty (30) days from the date of such notice. (c) pay all Rent, additional rent, and other payments up to that date. If (ia) the part of the Premises subject to a Taking contains more than ten twenty percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (1020%) or more of the area Premises is permanently taken by virtue of a Taking, or (b) in the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time case of the Taking. a Taking of less than twenty percent (d20%) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Tenant is unable to make reasonable use of the balance of the Premises remaining after the Taking, as determined by Tenant in its reasonable, good faith discretion, or (c) access to the Building or Premises by Tenant is, by virtue of a Taking, permanently denied, or (d) the parking ratio for the Building is, by virtue of a Taking of any parking areas serving the Building, permanently reduced to a ratio which fails to meet applicable code requirements after taking into account any portion of the Building taken and any reasonable substitute parking provided by Landlord shall receive in lieu of the entire award for any such acquisition or condemnationparking areas so taken, then Landlord and Tenant shall each have no claim against Landlord or the condemning authority for right (to be exercised by written notice to the value other within sixty (60) days after receipt of any unexpired notice of said taking) to terminate this Lease from the date when possession of the applicable portion of the TermProperty is taken thereunder pursuant to such Taking. Nothing contained If neither party elects to terminate this Lease, as aforesaid, then Landlord shall diligently, and within a reasonable time, after title vests in this Article V the condemning authority, repair and restore, at Landlord's expense, the portion not taken so as to render same into an architectural whole to the fullest extent reasonably possible, and, if any portion of the Premises is taken, thereafter the Rent shall be deemed reduced (on a per square foot basis) in proportion to prevent the portion of the Premises taken. If there is a temporary Taking involving the Premises or Building, or if a Taking of other portions of the Building or common areas does not deny Tenant from making access to the Building and Premises, or if less than twenty percent (20%) of the Premises is permanently taken by a separate claim in any condemnation proceedings for Tenant's Property, alterations installed Taking and Tenant is able to make reasonable use of the balance of the Premises as determined by Tenant or improvementsin its reasonable good faith discretion, then this Lease shall not terminate, and Landlord shall, as soon as reasonably practicable thereafter, repair and restore, at its own expense, the portion not taken so as to render same into an architectural whole to the fullest extent reasonably possible. If any portion of the Premises was permanently taken, then value the Rent shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken, commencing on the date Tenant is deprived of the use of such portion of the Premises. If any Tenant's fixtures portion of the Premises was temporarily taken, then the Rent shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken for the period of such temporary taking, that is, from the date upon which Tenant is deprived of the use of such portion of the Premises until the date Tenant is restored to the use of such portion of the Premises. If any portion of the parking is taken, but not so as to provide a right of termination, Landlord shall use reasonable efforts to try and locate or personal property and for any moving expensesprovide alternative parking within reasonable proximity to the Building, provided Landlord shall not be required to expend an amount in excess of $15,000 in order to satisfy such obligation.

Taking. (a) If during an Event of Taking (other than a Minor Loss) shall have occurred, or the Term Borrower shall have received written notice from the entire Premises relevant Governmental Authority having jurisdiction that an Event of Taking (other than a Minor Loss) will occur, the Borrower (i) shall diligently pursue all its rights to compensation against the condemning authority in respect of such Event of Taking and (ii) so long as no Default (other than a Default caused by such Event of Taking) or Event of Default shall have occurred and be continuing, may, with the written consent of the Administrative Agent, compromise or settle any claim against the condemning authority. The right to compromise or settle any claim against the condemning authority (if a Default or Event of Default shall have occurred and be continuing) is hereby assigned to the Administrative Agent and the right to collect all amounts and proceeds (including instruments) payable in respect of an Event of Taking ("Condemnation Proceeds") is hereby assigned to the Collateral Agent, in each case as Collateral for the Obligations, for the benefit of the Secured Parties and the Borrower as set forth in this Agreement. All Condemnation Proceeds (other than for a Minor Loss) shall be taken or condemned by any public authority or for any public use or destroyed paid to the Collateral Agent and the Administrative Agent shall direct the Collateral Agent to (after deducting all reasonable expenses incurred by the action of any public authority (including by sale under threat of such a taking) (a "Taking")Administrative Agent, then this Lease shall terminate on the date on which title vests in such public authorityCollateral Agent, and the Annual Fixed Rent Borrower in litigating, arbitrating, compromising, or settling any claims against the condemning authority) hold such Condemnation Proceeds as security for the Obligations and Additional Rent apply the same in accordance with the provisions of this Section 5.18. The Administrative Agent may participate in any proceedings relating to any such Event of Taking and the Borrower shall from time to time deliver to the Administrative Agent all instruments requested by either of them to permit such participation. All Condemnation Proceeds with respect to any Minor Loss shall be abated on and as of such date, and paid directly to the parties' obligations hereunder shall cease. If only a part of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such TakingBorrower. (b) If there is In the case of an Event of Taking (other than for a Taking Minor Loss), all Condemnation Proceeds shall be applied to pay or reimburse the Borrower for the cost of more than fifty percent (50%) of Restoration in accordance with the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after same procedures as provided in the effective time of such Taking, and this Lease shall terminate effective as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such notice. (c) If (i) the part of the Premises subject to a Taking contains more than ten percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, UBOC Account Control Agreement with respect to Insurance Proceeds or, if the parking areas, Landlord Borrower is unable not permitted to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of Restore the area of the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time of the Taking. (d) Upon any termination of this Lease Pipeline pursuant to the provisions of this Section 5.25.17, Annual Fixed Rent and Additional Rent such Condemnation Proceeds shall be apportioned as of, and shall be paid or refunded up to and including, the date of such terminationapplied in accordance with Section 2.10(b). (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenses.

Taking. If the whole of the Premises is taken, either permanently or temporarily, by eminent domain or condemnation, this Lease shall automatically terminate as of the date title vests in the condemning authority, and Tenant shall pay all Base Rent, Additional Rent, and other payments up to the date on which Tenant loses the right of possession and use of all or substantially all of the Premises. If any part of the Premises is permanently taken, or if access to the Premises by Tenant is, by virtue of a taking, permanently denied, by eminent domain or condemnation, then Landlord or Tenant shall have the right (ato be exercised by written notice to the other within sixty (60) days after receipt of notice of said taking) to terminate this Lease from the date when possession is taken thereunder pursuant to such proceeding or purchase. If during neither parry elects to terminate this Lease, as aforesaid, then Landlord shall within a reasonable time after title vests in the Term condemning authority, repair and restore, at Landlord’s expense, the entire portion not taken so as to render same into an architectural whole to the fullest extent reasonably possible, and, if any portion of the Premises is taken, thereafter the Base Rent shall be taken reduced (on a per square foot basis) in proportion to the portion of the Premises taken. If there is a temporary taking involving the Premises or condemned by any public authority Building, if a taking of other portions of the Building or for any public use or destroyed by Common Areas does not deny Tenant access to the action of any public authority (including by sale under threat of such a taking) (a "Taking")Building and Premises, then this Lease shall terminate on the date on which title vests in such public authoritynot terminate, and Landlord shall repair and restore, at its own expense, the Annual Fixed Rent and Additional portion not taken so as to render same into an architectural whole to the fullest extent reasonably possible, and, if any portion of the Premises was taken, thereafter the Base Rent shall be abated reduced (on and as of such date, and a per square foot basis) in proportion to the parties' obligations hereunder shall cease. If only a part portion of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Takingtaken. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time of such Taking, and this Lease shall terminate effective as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such notice. (c) If (i) the part of the Premises subject to a Taking contains more than ten percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time of the Taking. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenses.

Taking. If, prior to the Closing Date any part of the Real Property shall be taken by exercise of the power of eminent domain or Seller receives notice that such a taking shall take place (a “Taking”), then Seller shall promptly notify Purchaser of such fact (a “Taking Notice”). (a) If during In the Term the entire Premises shall be taken or condemned by any public authority or for any public use or destroyed by the action case of any public authority (including by sale under threat of such a taking) (Taking other than a "Taking"), then this Lease shall terminate on the date on which title vests in such public authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part of the Premises shall be subject to a Material Taking, then, except as hereinafter provided in this Articledefined, this Lease and the Term Agreement shall continue in full force and effect, provided that from effect and after the date there shall be no abatement of the vesting of title, the Annual Fixed Rent Purchase Price. Seller shall be modified relieved, however, of its duty to reflect convey title to the reduction portion of the Premises and/or Real Property so taken, but Seller shall, on the Building Closing Date, assign to Purchaser all rights and claims to any awards arising therefrom as a result well as any money theretofore received by Seller on account thereof, net of such Takingany expenses actually incurred by Seller, including attorneys’ fees, in collecting the same. (b) If there is In the case of a Taking of which includes more than fifty five percent (505%) of the BuildingLot, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after reduces the effective time of such Taking, and this Lease shall terminate effective as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such notice. (c) If (i) the part of the Premises subject to a Taking contains more than ten percent (10%) of the total area of the Building below 180,000 gross square feet, reduces by at least five percent (5%) the number of parking spaces in the Proposed Project, or a material portion otherwise reduces or materially interferes with the use of the parking area located on Real Property for the Land, Proposed Project (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenanteach a “Material Taking”), immediately prior Purchaser shall have the right to such acquisition or condemnation, or (ii) if, terminate this Agreement by reason delivering notice of such acquisition termination to Seller on or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more before the earlier of the area of the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time of the Taking. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid Closing Date or refunded up to and including, the date of twenty (20) days after it receives the Taking Notice. In the event that Purchaser fails to exercise such termination. termination right within such twenty (e20) Upon any acquisition day (or condemnation of all or any part of the Premisesshorter) period, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V Purchaser shall be deemed to prevent Tenant from making have waived such termination right, in which event the provisions of Section 14.1(a) shall apply to such Taking. In the event that Purchaser delivers a separate claim in any condemnation proceedings for Tenant's Propertynotice of termination as aforesaid, alterations installed by Tenant or improvementsthen this Agreement shall terminate, the then value Title Company shall refund the Deposit plus any accrued interest to Purchaser, whereupon neither party shall have any further liabilities, rights or obligations under this Agreement except for those which expressly survive the termination of any Tenant's fixtures this Agreement. Notwithstanding the foregoing, in the event that a Taking occurs which prohibits the Improvements and/or the Proposed Project from being constructed, maintained, and used on the Lot, the Purchaser shall be deemed to have duly delivered a notice of termination of this Agreement as required hereunder, in the absence of a contrary notice from the Purchaser on or personal property and for any moving expensesbefore the earlier of the Closing Date or the date that is ten (10) days after it receives the Taking Notice.

Taking. (a) If during the Term whole of the entire Premises shall be taken is taken, either permanently or condemned temporarily, by any public authority eminent domain or for any public use or destroyed by the action of any public authority (including by sale under threat of such a taking) (a "Taking")condemnation, then this Lease shall automatically terminate on the date on which title vests in such public authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Taking. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time of such Taking, and this Lease shall terminate effective as of the date set forth title vests in Landlord's notice which the condemning authority, and Tenant shall in no event be earlier than thirty (30) days from the date of such notice. (c) pay all Base Rent, Additional Rent, and other payments up to that date. If (i) the part of the Premises subject to a Taking contains more than ten twenty percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (1020%) or more of the area Premises is permanently taken, or if access to the Tenant is, by virtue of the Buildinga taking, permanently denied or materially adversely affected, by eminent domain or condemnation, then Landlord or Tenant may shall have the right (to be exercised by written notice to the other within sixty (60) days after receipt of notice of said taking) to terminate this Lease from the date when possession is taken thereunder pursuant to such proceeding or purchase. If neither party elects to terminate this Lease, as aforesaid, then Landlord shall within a reasonable time after title vests in the condemning authority, repair and restore, at Landlord's expense, the portion not taken so as to render same into an architectural whole to the fullest extent reasonably possible, and, if any portion of the Premises is taken, thereafter the Base Rent shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken. If there is a temporary taking involving the Premises or Building, if a taking of other portions of the Building or Common Areas does not deny Tenant access to and continued use (in the same manner as prior to the taking) of the Building and Premises, or if less than twenty percent (20%) of the Premises is permanently taken by notice eminent domain or condemnation and does not deny Tenant access to Landlordand continued use of the Building and Premises, and then this Lease shall end not terminate, and expire on Landlord shall repair and restore, at its own expense, the effective time portion not taken so as to render same into an architectural whole to the fullest extent reasonably possible, and, if any portion of the Taking. (d) Upon any termination of this Lease pursuant to Premises was taken, thereafter the provisions of this Section 5.2, Annual Fixed Rent and Additional Base Rent shall be apportioned as of, and shall be paid or refunded up reduced (on a per square foot basis) in proportion to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expensesPremises taken.

Taking. (a) If during Section 1. If, prior to the Term expiration of the entire term hereof, all or substantially all of the Demised Premises shall be taken or condemned by any public authority or for any public use or destroyed by under the action power of any public authority (including by sale under threat of such a taking) (a "Taking")eminent domain, then this Lease and the term thereof shall cease and terminate on as of the date on which title vests of such taking, provided, however, that in 8 10 such public authority, event Tenant shall have the right to exercise its option to purchase pursuant to Article V and the Annual Fixed Rent and Additional Rent shall be abated on and as entitled to receive the entire condemnation award. Section 2. If, prior to the expiration of such datethe term hereof, and any public or private authority shall, under the parties' obligations hereunder shall cease. If only power of eminent domain, take a part of the Premises Demised Premises, then either party may, at their election, terminate this Lease by giving the other notice of the exercise of its election within thirty (30) days after it shall be subject to a Takingreceive notice of such taking. In the event of termination under the provisions of this Article XVI, then, except as hereinafter provided in this ArticleSection 2, this Lease and the Term term hereof shall cease and terminate as of the date of such taking and any unearned rent or other charges, if any, paid in advance shall be refunded to Tenant, provided, however, that in such event Tenant shall have the right to exercise its option to purchase and shall be entitled to receive the entire condemnation award. Notwithstanding anything to the contrary contained herein, a taking of up to 25 feet along the public right-of-way shall not give rise to a right to terminate by either Landlord or Tenant. Compensation payable to Landlord, as a result of such partial taking, shall be credited against the Option Price. Section 3. If neither Landlord or Tenant shall have the right to terminate by reason of any such taking, or in the event that Landlord or Tenant, having such right, shall not elect to terminate as aforesaid, then this Lease and the term hereof shall continue in full force and effect, provided that from and after the date Landlord shall, at its expense, use its best efforts to forthwith restore what may remain of the vesting of titleDemised Premises, including any and all improvements made theretofore, the Annual Fixed Rent parking areas, driveway and other paved areas to substantially the same condition they were in prior to such taking. In the event that Tenant exercises its option to purchase the Demised Premises and Rear Parcel, if applicable, subsequent to such taking, the option price shall be modified reduced by the amount received by Landlord from the condemning authority. Section 4. Except as otherwise provided in this Article XVI, the entire award arising out of any such taking shall belong to reflect Landlord without any deduction therefrom for any leasehold estate or interest now or hereafter vested in Tenant. Despite anything herein to the reduction contrary contained, Tenant shall not be prevented from making a claim in its own name against any such condemning authority with respect to any furniture, trade fixtures, trade equipment, merchandise or personal property of any kind belonging to Tenant and not forming part of the Premises and/or real estate, or for the Building cost of moving all of the same. Section 5. For all purposes herein, a taking shall include a voluntary or settled deed, easement or otherwise by Landlord executed and delivered as a result of such Takinga settled transaction with the appropriate governmental authority. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time of such Taking, and this Lease shall terminate effective as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such notice. (c) If (i) the part of the Premises subject to a Taking contains more than ten percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time of the Taking. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenses.

Taking. Taking" shall mean and refer to the acquisition or taking of property (aor any right, title or interest therein) If during the Term the entire Premises shall be taken or condemned by any public governmental or quasi-governmental authority acting under power of condemnation or for any public use or destroyed eminent domain, and shall encompass contested as well as uncontested takings as long as initiated by the action of any public authority (including by sale under threat of such a taking) (a "Taking"), then this Lease shall terminate on the date on which title vests in such public applicable governmental or quasi-governmental authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part the whole of the Premises shall be subject to is temporarily taken for a Taking, then, except as hereinafter provided period in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date excess of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Taking. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time days, or is permanently taken, in either case by virtue of such a Taking, and this Lease shall automatically terminate effective as of the date set forth title vests in Landlord's notice which the condemning authority, and Tenant shall in no event be earlier than thirty (30) days from the date of such notice. (c) pay all Base Rent, additional rent, and other payments up to that date. If (ia) the part of the Premises subject to a Taking contains more than ten twenty percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (1020%) or more of the area Premises is permanently taken by virtue of a Taking, or (b) in the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time case of the Taking. a Taking of less than twenty percent (d20%) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Tenant is unable to make reasonable use of the balance of the Premises remaining after the Taking, as determined by Tenant in its reasonable, good faith discretion, or (c) access to the Building or Premises by Tenant is, by virtue of a Taking, permanently denied, or (d) if free parking is provided for under this Lease (which Tenant acknowledges is not the case as of the date hereof), the parking ratio for the Building is, by virtue of a Taking of any parking areas serving the Building, permanently reduced to a ratio which fails to meet applicable code requirements after taking into account any portion of the Building taken and any reasonable substitute parking provided by Landlord shall receive in lieu of the entire award for any such acquisition or condemnationparking areas so taken, and then Tenant shall have no claim against the right (to be exercised by written notice to Landlord or within sixty (60) days after receipt of notice of said taking) to terminate this Lease effective upon the condemning authority for date when possession of the value of any unexpired applicable portion of the TermLand and/or Building is taken thereunder pursuant to such Taking. Nothing contained If Tenant does not elect to terminate this Lease as aforesaid, then Landlord shall diligently, and within a reasonable time, after title vests in this Article V the condemning authority, repair and restore, at Landlord's expense, the portion not taken so as to render same into an architectural whole to the extent reasonably practicable, and, if any portion of the Premises is taken, thereafter the Base Rent (and Tenant's Share) shall be deemed reduced (on a per square foot basis) in proportion to prevent the portion of the Premises taken. If there is a temporary Taking involving the Premises or Building, or if a Taking of other portions of the Building or common areas does not deny Tenant from making access to the Building and Premises, or if less than twenty percent (20%) of the Premises is permanently taken by a separate claim Taking and Tenant is able to make reasonable use of the balance of the Premises as determined by Tenant in its reasonable good faith discretion, then this Lease shall not terminate, and Landlord shall, as soon as reasonably practicable thereafter, repair and restore, at its own expense, the portion not taken so as to render same into an architectural whole to the fullest extent reasonably practicable. If any condemnation proceedings for portion of the Premises was permanently taken, then the Base Rent (and Tenant's PropertyShare) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken, alterations installed by commencing on the date Tenant or improvementsis deprived of the use of such portion of the Premises. If any portion of the Premises was temporarily taken, then the then value of any Base Rent (and Tenant's fixtures or personal property and Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken for any moving expensesthe period of such temporary taking, that is, from the date upon which Tenant is deprived of the use of such portion of the Premises until the date Tenant is restored to the use of such portion of the Premises.

Taking. (a) If during the Term whole of the entire Premises shall be is temporarily taken for a period in excess of thirty (30) days, or condemned is permanently taken, in either case by any public authority or for any public use or destroyed by the action virtue of any public authority (including by sale under threat of such a taking) (a "Taking"), then this Lease shall automatically terminate on as of the date on which title vests in such public the condemning authority, and the Annual Fixed Rent and Additional Rent Tenant shall be abated on and as of such datepay all Base Rent, additional rent, and the parties' obligations hereunder shall cease. If only a part of the Premises shall be subject other payments up to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Takingdate. (b) If there If(a) twenty percent (20%) or more of the Premises is permanently taken by virtue of a Taking, or (b) in the case of a Taking of more ofless than fifty twenty percent (5020%) of the Premises, Tenant is unable to make reasonable use of the balance of the Premises remaining after the Taking, as determined by Tenant in its reasonable, good faith discretion, or (c) access to the Xxx ding or Premises by Tenant is, by virtue of a Taking, permanently denied, or (d) the parking ratio for the Building is, by virtue of a Taking of any parking areas serving the Building, permanently ~educed to a ratio which fails to meet applicable code requirements after taking into account any portion of the Building taken and any reasonable substitute parking provided by Landlord may elect in lieu ofthe.parking areas so taken, or the actual parking ratio available to Tenant as required under this Lease after such Taking is reduced by more than twenty percent (20%) (again taking into account any reasonable substitute parking provided by Landlord in lieu of the parking areas so taken), then Landlord and Tenant shall each have the right (to be exercised by written notice to the other within ninety (90) days after receipt of notice of said taking) to terminate this Lease by notice to Tenant given within thirty (30) days after effective upon the effective time date when possession of the applicable portion of the Land and/or Building is taken thereunderpursuantto such Taking, and this Lease shall terminate effective as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such notice. (c) If neither party elects to terminate this Lease, as aforesaid, then Landlord shall diligently and within a reasonable time (inot to exceed 180 days in the aggregate) after title ests in the part condemning authority, repair and restore, at Landlord's expense, the portion not taken so as to render same into an architectural whole to the extent reasonably practicable, and, if any portion of the Premises subject is taken, thereafter the Base Rent (and Tenant's Share) shall be reduced (on a per square foot basis) in proportion to a Taking contains more than ten percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time of the TakingPremises taken. (d) Upon any termination If there is a temporary Taking involving the Premises or Building, or if a Taking of this Lease pursuant other portions of the Building or common areas does not deny Tenant access to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenses.56

Taking. (a) If during a Taking of all or substantially all of the Term Premises occurs, then this Lease shall terminate as of the entire Premises shall be taken or condemned by any public authority or for any public use or destroyed by Vesting Date. If there is a Taking of less than substantially all of the action of any public authority (including by sale under threat of such a taking) (a "Taking")Premises, then this Lease shall terminate on the date on which title vests in such public authority, and Vesting Date with respect to the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Takingportion so taken. (b) If there is a Taking of more than fifty percent (50%) part of the BuildingComplex but none of or less than substantially all of the Premises, Landlord may elect to terminate this Lease by if (i) there is any Taking occurring during the last two (2) years of the Term; or (ii) in Landlord’s reasonable judgment, it shall not be economically feasible to restore and replace the Building, the Premises, the Common Areas, the Complex or part thereof, to tenantable condition capable of being operated as a mixed use complex in an economical manner. If Landlord elects to terminate this Lease pursuant to this Section, Landlord shall, within one hundred twenty (120) days of the Taking, give notice to Tenant given within thirty (30) days after the effective time of such TakingTenant, and this Lease the Term shall terminate effective expire as of the date set forth last day of the calendar month in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such noticeNotice is given. (c) If (i) the part of the Premises subject to there is a Taking contains of more than ten percent thirty-three (1033%) of the total area Square Feet of the Building or a material portion of the parking area located on the LandPremises, (andTenant, with respect subject to the parking areasLandlord’s lenders’ requirements, Landlord is unable may elect to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) terminate this Lease if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more the Taking there is a prohibition of the area use of the Building, then Premises for Tenant’s actual permitted use thereof. If Tenant may elects to terminate this Lease by notice pursuant to this Section, Tenant shall, within one hundred twenty (120) days of the Taking, give Notice to Landlord, and this Lease the Term shall expire and come to an end and expire as of the last day of the calendar month in which such Notice is given. (d) If there is a Taking, then commencing on the effective time Vesting Date, Base Rent shall be the product of (i) Base Rent immediately preceding the Taking, and (ii) a fraction, the numerator of which shall be the number of Square Feet within the Premises remaining after the Taking, and the denominator of which shall be the number of Square Feet within the Premises immediately preceding the Taking. (de) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent Tenant shall not be apportioned as of, and shall be paid or refunded up entitled to and including, the date hereby waives any and all claims against Landlord for any compensation or damage for loss of such termination. (e) Upon any acquisition or condemnation of all or any part use of the Premises, Landlord shall receive the entire award Common Areas or any portion thereof, for any such acquisition interruption of services required to be provided by Landlord hereunder, and/or for any inconvenience or condemnationannoyance resulting from any damage, destruction, repair or restoration. (f) All compensation awarded or paid in respect of a Taking shall belong to and be the property of Landlord without any participation by Tenant. Nothing herein shall be construed to preclude Tenant shall have no from prosecuting any claim directly against Landlord or the condemning authority in such condemnation proceeding for moving expenses; any fixtures or equipment owned by Tenant; and the unamortized cost of Tenant’s improvements, provided that no such claim shall (x) diminish or otherwise adversely affect Landlord’s award or the award of any Fee Mortgagee, or (y) include any value for the value leasehold estate created hereby or the unexpired term of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expensesLease.