Common use of Condemnation Clause in Contracts

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunder.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of If the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises Property or any part thereofthereof is condemned or taken by power of eminent domain by any public or quasi-public authority, except that (except as hereinafter provided) nothing the Seller or the Purchaser or both may appear and defend or prosecute in this Lease shall any such proceeding. All compensation or awards received from the condemning authority by either the Seller or the Purchaser shall, subject to the requirements of any Prior Encumbrances, be deemed applied first to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion payment of the Land or the Improvements or any means expenses of ingresslitigation, egress or access next to the Leased Premises, acquisition and installation costs of any replacements or restorations of condemned property requested by the loss of which even after restoration would, Purchaser in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, writing not later than ninety (90) 15 days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) following the date that possession is required to be surrendered by the condemning authority, next to the applicable authority reduction of the unpaid balance of this contract in the inverse order of its maturity, next to any other sums then due to the Seller (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all including accrued and unpaid Basic Rent as of such dateinterest and reimbursable advances and expenses), and (y) all Additional Rent due the surplus, if any, shall be paid to the Purchaser. The Prepayment Premium shall not be added to any payments required by this paragraph. All of the replacements and payable on or prior to such date that remains unpaid restorations shall have the same purpose and upon such paymentfunction as the condemned property, this Lease shall terminate and, except as otherwise consented to by the Seller in writing and except to the extent necessitated by the condemnation or then applicable law, none of the replacements or restorations may be materially different from the condemned property. Any condemnation awards used to restore or replace any of the Property shall be deposited in a disbursement account and disbursed in the manner specified herein for those provisions that survive termination, neither Tenant nor Landlord insurance proceeds following an insured casualty. No total or partial taking of the Property by condemnation shall have any further obligations hereunderconstitute a failure of consideration or provide a basis for the rescission of this contract.

Condemnation. Each of Landlord If, after the Effective Date and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject prior to the provisions of this Paragraph 13 and Paragraph 15Closing, Tenant hereby irrevocably assigns to Landlord any award a condemnation or payment in respect of any Condemnation of eminent domain proceeding (“Taking”) is commenced against the Leased Premises or any part thereofProperty, except Seller will give Purchaser notice within ten (10) days after Seller receives notice that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Awardthe proceeding has commenced. (a) If the Taking is a Material Taking (Ias hereinafter defined), Purchaser may, by written notice to Seller (“Taking Notice”) elect to terminate this Agreement, which Taking Notice shall be sent no later than thirty (30) days after receipt of Seller’s notice, time being of the entire Leased Premisesessence, or such sooner period of time if the Closing is less than thirty (30) days after receipt of Seller’s notice. For purposes of this Agreement, a “Material Taking” shall be a Taking which(i) has, or would have, the effect of reducing the value of the Property which has been acquired or threatened to be acquired by the powers of eminent domain by greater than two percent (2%) of the Purchase Price, (IIii) a material portion of the Land or the Improvements or any means of ingress, egress or is reasonably anticipated to materially and permanently prevent access to the Leased Premisescondemned Tract, (iii) results in the loss condemned Tract materially violating or failing to comply with any laws, applicable zoning ordinances (including, without limitation, parking), after the condemned Tract has been restored to an operable condition after the completion of which even after restoration would, in Tenant’s reasonable business judgment, the condemnation and any work to be substantially and materially adverse to completed by the business operations condemning authority as a result of Tenant at the Leased Premisessuch condemnation, or (IIIiv) results in any means Major Tenant having the right to terminate its applicable Lease as the result of ingressthe condemnation of such Tract, egress and such Tenant has not waived its rights with respect thereto; (b) If the Taking is not a Material Taking or access to the Leased Premises which if it is a Material Taking and Purchaser does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of give Seller a Taking by a duly constituted authority Notice in accordance with Section 9.2(a), Purchaser will complete the transaction contemplated hereby without abatement or agency having jurisdictionreduction in the Purchase Price, then Tenant mayand Seller shall assign to Purchaser all rights, not later than ninety (90) days after such Taking has occurredif any, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent award payable as a result of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderproceeding.

Condemnation. Each of Landlord 18.1 This Lease and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, term hereof shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. terminate: (a) If (I) if the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, Demised Premises shall be substantially and materially adverse to the business operations of Tenant at the Leased Premisestaken by condemnation, or (IIIb) any means at the option of ingress, egress or access Tenant (exercisable by notice given to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety Landlord within thirty (9030) days after the date of any such Taking has occurredtaking), serve if a material part of the Demised Premises shall be taken in any condemnation proceeding(s); or (c) at the option of Landlord (exercisable by notice given to the Tenant within thirty (30) days after the date of taking) if more than fifteen percent (15%) of the Demised Premises or the Building or the Land shall be taken by condemnation. A taking of a “material part” of the Demised Premises shall mean the condemnation of so much of the Demised Premises (including any exclusive parking) as shall materially and adversely interfere with Tenant’s Termination Notice upon Landlordoperations in the Demised Premises; provided, however, that in the event of any taking of any exclusive parking, the Landlord shall use its best efforts to provide alternative parking of an equal or greater size within the “Industrial Park” in which the Building and the building at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ currently occupied by Tenant, are located in which case this Lease shall terminate on remain in full force and effect as to such remaining portion to the Taking Termination Date extent that such alternative parking is provided. 18.2 Upon the termination of this Lease in accordance with this Article, rents shall be adjusted as of such termination. The entire condemnation award shall be the sole and exclusive property of Landlord and shall be payable solely to Landlord except any allocations or awards for Tenant’s trade fixtures and moving expenses. Tenant shall not make any claim in any condemnation proceeding for the value of the unexpired portion of the Lease or the term hereof, and waives all right thereto. 18.3 In the event that any portion of the Demised Premises is taken in condemnation and if this Lease is not terminated, then this Lease shall remain in full force and effect as to such remaining portion, except that from and after the effective date of any such taking, Tenant shall be entitled to receive a proportionate reduction in the Fixed and retain Additional Rent required to be paid hereunder in accordance with any reduction in square foot area of the entire awardDemised Premises caused by such taking. In the event that Tenant terminates any portion of Tenant’s exclusive parking is taken in condemnation and if this Lease pursuant to the foregoing sentenceis not terminated, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, then this Lease shall terminate andremain in full force and effect as to such remaining portion. Landlord shall promptly restore the portion of the Demised Premises remaining after such taking to a complete architectural unit. Any restoration by Landlord shall be limited to the basic building structure as demised by Landlord to Tenant as of the Commencement Date, except for those provisions that survive termination, neither and Tenant nor shall have such reasonable time thereof to restore the interior of the Demised Premises to an operational condition with an accompanying abatement of rent during such time. Landlord shall have the right to install, maintain and alter or relocate within the Demised Premises any further obligations hereundergas, water, electric or sewer lines which may be necessary provided that Tenant’s facilities are not materially or adversely affected. 18.4 In the event this Lease is not terminated as aforesaid and Landlord does not restore the Demised Premises within a period of ninety (90) business days after the date of taking, then and in that event, Tenant may, as its sole remedy, have the right to terminate this Lease by notice in writing delivered to Landlord prior to completion of such restoration.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge 15.1 TOTAL TAKING OR OTHER TAKING WITH EITHER LEASED PROPERTY RENDERED UNSUITABLE FOR ITS PRIMARY INTENDED USE. If title to the fee of the institution whole of any proceeding for Condemnationa Leased Property is Taken, this Lease shall notify cease and terminate as to the other party thereof Leased Property Taken as of the Date of Taking by the Condemnor and each of Landlord and Tenant Rent shall be entitledapportioned as of the termination date, provided, however, that if the Award to Lessor is less than the Repurchase Price for such Leased Property at the time of such Award, it shall be a condition precedent to the termination of this Lease as to such Leased Property that Lessee pay the amount of the deficiency to Lessor. If title to the fee of less than the whole of a Leased Property is Taken, but such Leased Property is thereby rendered Unsuitable for Its Primary Intended Use, Lessee and Lessor shall each have the option by written Notice to the other, at its sole cost and expenseany time prior to the taking of possession by, or the date of vesting of title in, the Condemnor, whichever first occurs, to participate in any Condemnation proceeding. Subject terminate this Lease with respect to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation such Leased Property as of the Leased Premises or any part thereofdate so determined, except that (except as hereinafter provided) nothing in which event this Lease shall thereupon so cease and terminate as of the earlier of the date specified in such Notice or the date on which possession is taken by the Condemnor. If this Lease is so terminated as to a Leased Property, Rent shall be apportioned as of the termination date, and Lessee shall be deemed to assign have elected to Landlord purchase such Leased Property for the Repurchase Price therefor. Lessee shall complete the purchase within forty-five (45) days of the Taking, and Lessee shall receive credit against such Repurchase Price for any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined Award received by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderLessor.

Condemnation. Each of Landlord and TenantIf, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject prior to the provisions of this Paragraph 13 and Paragraph 15Closing, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises all or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land Property is subjected to a bona fide threat of condemnation by a body having the power of eminent domain or the Improvements is taken by eminent domain or condemnation (or sale in lieu thereof), or if Contributor has received written notice that any means of ingress, egress condemnation action or access proceeding with respect to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that Property is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking contemplated by a duly constituted authority body having the power of eminent domain, Contributor shall give GIPLP immediate written notice of such threatened or agency having jurisdictioncontemplated condemnation or of such taking or sale, then Tenant may, not later than ninety and GIPLP may by written notice to Contributor given within thirty (9030) days after the receipt of such Taking has occurrednotice from Contributor, serve a Tenant’s Termination Notice upon Landlordelect to cancel this Agreement. If GIPLP chooses to cancel this Agreement in accordance with this Section 7.2, in which case this Lease shall terminate on then the Taking Termination Date and Landlord ▇▇▇▇▇▇▇ Money shall be entitled returned immediately to receive GIPLP by Escrow Agent and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentencerights, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination dateduties, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such dateobligations, and (y) all Additional Rent due liabilities of the parties hereunder shall immediately terminate and payable on or prior to such date that remains unpaid be of no further force and upon such payment, this Lease shall terminate andeffect, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement. If GIPLP does not elect to cancel this Agreement in accordance herewith, this Agreement shall remain in full force and effect and the contribution of the Property contemplated by this Agreement, less any interest taken by eminent domain or condemnation, or sale in lieu thereof, shall be effected with no further adjustment and without reduction of the Contribution Consideration, and at the Closing, Contributor shall assign, transfer, and set over to GIPLP all of the right, title, and interest of Contributor in and to any awards applicable to the Property that survive terminationhave been or that may thereafter be made for such taking. At such time as all or a part of the Property is subjected to a bona fide threat of condemnation and GIPLP shall not have elected to terminate this Agreement as provided in this Section 7.2 (and either the 30-day period within which GIPLP has a right to terminate this Agreement pursuant to this Section 7.2 has expired or GIPLP has agreed to waive its right to terminate this Agreement), neither Tenant nor Landlord and provided that the Inspection Period has expired (i) GIPLP shall have thereafter be permitted to participate in the proceedings as if GIPLP were a party to the action, and (ii) Contributor shall not settle or agree to any further obligations hereunderaward or payment pursuant to condemnation, eminent domain, or sale in lieu thereof without obtaining GIPLP’s prior written consent thereto in each case.

Condemnation. Each (a) (i) if the entire Premises shall be taken or appropriated under the power of eminent domain or conveyed in lieu thereof (any such event, a “Taking”) (ii) there is a Taking of less than the entire Premises and, as a result of such Taking, (A) (i) there remains no reasonable means of access to the Premises; or (ii) the remaining available parking is not sufficient to comply with Legal Requirements and Landlord fails to secure sufficient parking in the Premises to comply with Legal Requirements within a reasonable time period upon the occurrence of such noncompliance or (B) this Lease and Tenantall right, promptly upon obtaining knowledge title and interest of Tenant hereunder shall cease and come to an end on the date of vesting of title pursuant to such Taking with respect to the Premises, and (iii) the Fixed Rent and Additional Rent payable with respect to the Premises shall be apportioned as of the institution date of any proceeding such vesting. (i) if there is a Taking of less than the entire Premises or this Lease shall terminate as to the portion of the rentable area of the Premises so taken upon vesting of title pursuant to such Taking, and if, but only if, such Taking is so extensive that it renders the remaining rentable portion of the Premises unsuitable for Condemnationthe use being made of the Premises on the date immediately preceding such Taking, shall notify either Tenant or Landlord may terminate this Lease as to the remainder of the Premises by written notice to the other party thereof not later than thirty (30) days after the date of such vesting, specifying as the date for termination a date not later than thirty (30) days after such notice. On the date specified in such notice; (i) the term of this Lease and each all right, title and interest of Tenant hereunder shall cease, and (ii) the Fixed Rent and Additional Rent payable with respect to the Premises shall be apportioned as of the effective date of such termination. (c) If there is a Taking of less than the entire Premises and the entire Lease is not terminated as provided in Section 14(b) above, this Lease shall terminate as to the rentable area of the Premises so taken upon vesting of title pursuant to such Taking. Upon such Taking, the Fixed Rent to be paid under this Lease for the remainder of the Term shall be proportionately reduced, such that the Fixed Rent to be paid by Tenant shall be in the ratio that the rentable area of the Building not so taken bears to the total rentable area of the Building prior to such Taking and Landlord shall use any available insurance proceeds to restore to the maximum extent reasonably feasible, the remaining portion of the Premises and Improvements to the condition of such Premises or Improvements immediately prior to such Taking. For purposes of this Section 14(c), the standard set forth in Section 13(b)(i)(a)-(c) above shall govern whether or not insurance proceeds are “available.” In addition, this provision shall not be construed as in any way requiring Landlord to repair or restore any trade fixtures, furnishings, equipment, or personal property of Tenant. (d) If, during the twelve (12) months prior to the expiration of the Term, there is a Taking of any substantial portion of the rentable area of the Premises, both Landlord and Tenant shall be entitledhave the option, at its sole cost and expense, to participate in any Condemnation proceeding. Subject exercisable by written notice to the provisions other party given within thirty (30) days after such vesting of title, of terminating this Paragraph 13 Lease as of the date of vesting of title pursuant to the Taking. (e) Landlord shall receive (and Paragraph 15Tenant shall assign to Landlord upon demand from Landlord) any income, rent, award or any interest therein which may be paid in connection with any Taking, whether partial or total, and whether or not either Landlord or Tenant exercises any right it may have to terminate this Lease. Tenant shall have no claim against Landlord for any part of such sum paid by virtue of the Taking, whether or not attributable to the value of the unexpired term or this Lease. However, Tenant hereby irrevocably assigns shall be entitled to Landlord any award or payment in respect petition the condemning authority for the following: (i) the then unamortized value of any Condemnation alterations paid for by Tenant; (ii) the value of Tenant’s trade fixtures; and (iii) Tenant’s relocation costs. (f) Notwithstanding anything to the contrary contained in this Section 14, if there is a Taking of any part of the Leased Premises or any part thereofduring the Term which shall be temporary in nature, except that (except as hereinafter provided) nothing in this Lease shall be deemed and remain unaffected by such Taking and Tenant shall continue to assign pay in full all Fixed Rent and Additional Rent payable hereunder by Tenant during the Term. In such event, Tenant shall be entitled to Landlord receive that portion of any Tenant’s Award. (a) If (I) award which represents compensation for the entire Leased Premises, (II) a material use or occupancy of the Premises during the affected portion of the Land or the Improvements or any means of ingressTerm, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive that portion of any award which represents the cost of restoration of the Premises and retain the use and occupancy of the Premises after the end of the Term. Notwithstanding the foregoing, if Landlord or Tenant determines in its reasonable judgment that any Taking of any part of the Premises which is reasonably anticipated to be temporary in nature shall continue until the end of the Term, either party may elect to terminate this Lease by written notice to the other party within thirty (30) days after Landlord has made such determination and delivered written notice thereof to Tenant, and Landlord shall be entitled to receive the entire award. In award for the event Taking, except for that Tenant terminates this Lease pursuant to portion which represents compensation for the foregoing sentence, such termination shall be effective upon use or occupancy of the later Premises during the period of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or time prior to such date termination. (g) Tenant understands and agrees that remains unpaid the provisions of this Section 14 are intended to govern fully the rights and upon such paymentobligations of the parties in the event of a Taking of all or any portion of the Premises. Accordingly, Tenant hereby waives any right to terminate this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have in whole or in part under Sections 1265.120 and 1265.130 of the California Code of Civil Procedure or under any further obligations hereundersimilar Law now or hereafter in effect.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion whole of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject taken by any public or quasi-public authority under the power of a Taking by a duly constituted authority eminent domain, condemnation or agency having jurisdictionconveyance in lieu thereof, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later as of (i) the Termination Date set forth in such Termination Notice and (ii) the date that on which possession of the Premises is required to be surrendered to the applicable condemning authority (and the “Taking Termination Date”). Upon such termination date, Tenant shall pay have no claim against Landlord or the condemning authority for the value of the unexpired term of this Lease. Tenant shall have the right to Landlord claim, however, the sum unamortized cost of any improvements or additions made to the Premises by Tenant at its cost, the value of any Tenant fixtures and furnishings and any moving expenses. (xb) all accrued If a portion of the Premises shall be so taken or conveyed, and unpaid Basic Rent if such partial taking or conveyance shall render the Premises unsuitable for the business of the Tenant, then the term of this Lease shall cease and terminate as of such datethe date on which possession of the portion of the Premises is surrendered to the condemning authority, and (y) all Additional Rent due and payable on Tenant shall have no claim against Landlord or prior the condemning authority for the value of any unexpired term of this Lease. In the event such partial taking or conveyance is not extensive enough to such date that remains unpaid and upon such paymentrender the Premises untenantable for the business of Tenant, this Lease shall terminate andcontinue in full force and effect, except for those provisions that survive terminationthe Minimum Rent shall be reduced in the same proportion that the floor area of the Premises so taken or conveyed bears to such floor area immediately prior to such taking or conveyance. In the event of such partial taking and continuation of Lease, neither Tenant nor Landlord shall have any further obligations hereunderpromptly restore the Premises as nearly as practical to the condition comparable to that which existed prior to the condemnation.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) In the entire Leased Premises, (II) a material portion event that the whole of the Land Premises shall be taken under the exercise of the power of eminent domain or the Improvements by agreement with any condemnor in lieu of such taking, or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration wouldsuch portion thereof that, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations remainder of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does is not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient suitable for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of purposes (herein called a Taking by a duly constituted authority or agency having jurisdiction“Total Taking”), then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate as of the earlier of the date when title thereto vests in the condemnor or the date when possession thereof shall be delivered to the condemnor. (b) In the event that a portion or portions of the Premises shall be taken under the exercise of the power of eminent domain or by agreement with any condemnor in lieu of such taking, and such taking does not constitute a Total Taking (herein called a “Partial Taking”), then this Lease, only as to the portion or portions so taken, shall terminate as of the date possession thereof shall be delivered to the condemnor, but otherwise this Lease shall remain in full force and effect. In the case of a Partial Taking, the rent payable under this Lease after possession of the portion so taken shall be equitably reduced based on the Taking Termination Date acreage so taken and Landlord shall be entitled to receive and retain Tenant’s loss of use of the entire awardremainder of the Premises. In the event of any Partial Taking, the condemnation award given to either Landlord or Tenant shall be paid first to Tenant to restore the improvements on the Premises to a complete operational unit. (c) In the event that Landlord and Tenant terminates are unable to obtain separate awards with respect to their respective interests in the Premises, then, the single award shall be fairly and equitably apportioned between Landlord and Tenant. The portion of the award to be received by Landlord shall be based upon the taking of or injury to the fee simple estate in the Land, but not the improvements thereon. The portion of the award to be received by Tenant shall be based upon the taking and reduction of Tenant’s leasehold estate created by this Lease, the taking of any improvements constructed or placed by Tenant on the Land, loss or interruption of Tenant’s business and the cost of any restoration or repair necessitated by such taking or condemnation. Notwithstanding the foregoing, however, in the event Tenant exercises its right to terminate this Lease pursuant under this Section, then Tenant shall first receive all condemnation proceeds until Tenant has received an amount equal to the foregoing sentenceappraised value of the improvements made to the Land by Tenant prior to the taking. Tenant shall have the right to participate, at its own expense, in any such termination shall be effective upon the later condemnation proceedings and to negotiate on behalf of (i) the Termination Date set forth itself and Landlord in such Termination Notice proceedings, and (ii) the date that possession is required Landlord agrees to cooperate with Tenant and to execute such documentation as may be surrendered reasonably necessary to the applicable authority (the “Taking Termination Date”)allow Tenant to participate in such condemnation proceedings. Upon such termination date, Neither Landlord nor Tenant shall pay enter voluntarily into any binding agreement or settlement related to Landlord a Total Taking or a Partial Taking without the sum prior consent of (x) all accrued and unpaid Basic Rent as of such datethe other party, and (y) all Additional Rent due and payable on which consent shall not be unreasonably withheld, conditioned or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderdelayed.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge (A) Condemnation proceeds to landlord If the whole or any part of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant premises or property shall be entitledtaken by power of eminent domain or condemned by any competent authority for any public or quasi-public use or purpose, at its sole cost or if landlord shall grant a deed or other instrument in lieu of such taking by eminent domain or condemnation, landlord (and expenseif more than 10% of the rentable area of the premises is taken, to participate in any Condemnation proceeding. Subject or if access to the provisions premises is substantially impaired, tenant) shall have the option to terminate this lease on 30 days' notice, provided such notice is given no later than 60 days after the date of this Paragraph 13 such taking, condemnation, reconfiguration, vacation, deed, or other instrument. Landlord shall be entitled to receive the entire award or payment in connection therewith ("condemnation proceeds") without any payment to tenant (except as set forth in paragraph (B) below) and Paragraph 15, Tenant tenant hereby irrevocably assigns to Landlord any landlord its interest in such award or payment in respect of any Condemnation of the Leased Premises or any part thereofpayment, except that tenant shall have the right to file any separate claim available to tenant for any taking of tenant's personal property and fixtures belonging to tenant and removable by tenant upon expiration of the term, and for moving expenses (except so long as hereinafter provided) nothing in this Lease such claim does not diminish the award available to landlord or any holder, and such claim is payable separately to tenant). All rent shall be deemed to assign to Landlord apportioned as of the date of such termination, or the date of such taking, whichever shall first occur. If any Tenant’s Awardpart of the premises shall be taken and this lease shall not be so terminated, the rent shall be proportionately abated. (aB) If Payment to tenant Notwithstanding the foregoing, if this lease shall terminate pursuant to paragraph (IA) the entire Leased Premisesabove or paragraph (C) below, landlord agrees to pay tenant an amount calculated as follows: (II1) a material Landlord shall pay tenant that portion of the Land or the Improvements or any means of ingress, egress or access condemnation proceeds attributable to the Leased Premises, the loss "value of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or tenant's leasehold improvements"; and (III2) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain as its own property the entire awardcondemnation proceeds. To determine the value of tenant's leasehold improvements, landlord and tenant shall each select a real estate appraiser who is a duly qualified member of the American Institute of Real Estate Appraisers (or of comparable qualification) and such appraisers shall determine the fair market value of the property (including the premises) so condemned or taken, which appraisal is referred to herein as "land and improvements appraisal." Such appraiser shall then determine the fair market value of the improvements (other than trade fixtures and personal property which tenant may remove from the premises) tenant has made to the premises, which appraisal is referred to herein as "tenant's improvements appraisal." If the two appraisers so appointed cannot agree, they shall select a third appraiser similarly qualified, and the decision of the majority shall constitute the decision of the appraisers. In the event that Tenant terminates this Lease pursuant the condemnation proceeds shall equal the amount of the land and improvements appraisal, the value of tenant's leasehold improvements shall be equal to the foregoing sentence, such termination amount of tenant's improvements appraisal. In the event the condemnation proceeds shall be effective upon less or more than the later amount of the land and improvements appraisal, the value of tenant's leasehold improvements shall be determined by multiplying the condemnation proceeds by a fraction, the denominator of which shall be the land and improvements appraisal and the numerator of which shall be the tenant's improvements appraisal and the resulting amount shall constitute the value of tenant's leasehold improvements. (iC) Partial condemnation If the Termination Date set forth space so taken or condemned, in the event that less than the whole or substantially the whole of the property or the premises be condemned or taken, is such Termination Notice that in the reasonable exercise of tenant's business judgment the area of the premises remaining after the condemnation is insufficient for tenant to conduct its business in an efficient businesslike manner, tenant may, at its option, terminate the lease and (ii) the term and estate hereby granted as of the date that of the taking of possession is required for such use or purpose by notifying landlord in writing of such termination. (D) Rent abatement Upon any such condemnation or taking referred to in paragraph (C) above, if the lease continues in force as to any part of the premises, the base rent and tenant's pro rata share shall be surrendered diminished by an amount proportionate to the applicable authority (part of the “Taking Termination Date”)premises which may be so condemned or taken. Upon such termination dateLandlord shall, Tenant shall pay at its expense, proceed with reasonable diligence to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such daterepair, alter, and (y) all Additional Rent due restore the remaining part of the building and payable on or prior the premises to such date substantially their former condition to the extent that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderthe same may be feasible.

Condemnation. Each of Landlord and (a) Tenant, promptly upon after obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party Landlord thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, entitled to participate in any Condemnation proceeding. Subject to Landlord, promptly after obtaining knowledge of the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect institution of any Condemnation of proceeding for Condemnation, shall notify Tenant thereof and Tenant shall have the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing right to participate in this Lease shall be deemed to assign to Landlord any Tenant’s Awardsuch proceedings. (ab) If (Ii) the entire Leased Premises, Premises or (IIii) a material portion at least ten percent (10%) of the Land or the Improvements on such Land or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration Restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be the subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant mayshall, not later than ninety (90) days after such a Taking has occurred, serve a notice (“Tenant’s Termination Notice Notice”) upon Landlord, in which case Landlord of Tenant’s intention to terminate this Lease shall terminate on any Basic Rent Payment Date specified in such Tenant’s Termination Notice, which date (the Taking “Termination Date and Landlord Date”) shall be entitled to receive no sooner than the first Basic Rent Payment Date occurring at least thirty (30) days after the date of such Tenant’s Termination Notice. From and retain after the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentenceTermination Date, such termination shall be effective upon the later of (i) except for Tenant’s obligations under Paragraph 13(c) and those which expressly survive the Termination Date set forth in such Termination Notice expiration or earlier termination of this Lease, Tenant shall have no further obligations or liabilities with respect to the Leased Premises, and (ii) the date that possession is required this Lease shall be deemed to be surrendered terminated and the Term shall be deemed to have expired for all purposes. (c) In the event of a Condemnation of all or any part of the Leased Premises which results in a termination of this Lease, Tenant hereby irrevocably assigns to Landlord, any award or payment in respect of any Condemnation of the Leased Premises, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any award or payment on account of the Trade Fixtures, moving expenses and out-of-pocket expenses incidental to the applicable authority move, if available, to the extent Tenant shall have a right to make a separate claim therefor against the condemnor, it being agreed, however, that Tenant shall in no event be entitled to any payment that reduces the award to which Landlord is or would be entitled for the Condemnation of the Leased Premises. Tenant shall not be entitled to any award or payment on account of Tenant’s leasehold interest under this Lease or of the Leased Premises, as the case may be, to the extent that any such award or payment reduces the award to which Landlord is or would be entitled for the condemnation of the Leased Premises. (d) In the event of a Condemnation of any part of the Leased Premises which does not result in a termination of this Lease, the Net Award of such Condemnation as to the Leased Premises shall be held by Landlord to fund the Restoration of the Leased Premises; and promptly after such Condemnation, Tenant shall commence and diligently continue to restore the Leased Premises as nearly as possible to its value, condition and character immediately prior to such Condemnation, in accordance with the provisions of this Lease, including but not limited to the provisions of Paragraphs 11(a), 12 and 15 (such restoration following a Condemnation and restoration following a casualty is, as the context shall require, herein called a “Restoration”). (i) Upon the payment to Landlord of the Net Award of a Taking which falls within the provisions of this Paragraph 13(d), Landlord shall, to the extent received, make that portion of the Net Award equal to the cost of Restoration (the “Taking Termination DateRestoration Award”) available to Tenant for Restoration, in accordance with the provisions of Paragraph 15, and promptly after completion of the Restoration (or if no Restoration is required). Upon , the balance of the Net Award shall be paid to Landlord and all Basic Rent, Additional Rent and other sums payable hereunder shall continue unabated and unreduced. (ii) In the event of a Requisition of the Leased Premises, Landlord shall apply the Net Award of such termination dateRequisition, to the extent available, to the installments of Basic Rent, Additional Rent or other sums payable by Tenant hereunder thereafter payable and Tenant shall pay any balance remaining thereafter. Upon the expiration of the Term, any portion of such Net Award which shall not have been previously credited to Landlord Tenant on account of the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior shall be retained by Landlord. (e) Notwithstanding anything to such date that remains unpaid and upon such paymentthe contrary in this Paragraph 13, Tenant’s rights pursuant to this Paragraph 13 to exclude the Lease Premises from this Lease or receive any compensation shall be no greater than Landlord’s rights as tenant under the Prime Lease, if any, to terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereundersuch Prime Lease or receive compensation.

Condemnation. Each A. If the Land or the Encroachment Area shall be taken or condemned under the right of Landlord and Tenanteminent domain or if such a substantial part thereof shall be taken as shall result in the portion remaining being unsuitable for the permitted uses, promptly upon obtaining knowledge then this License shall terminate as of the institution date upon which title shall vest in such condemning authority; and the net awards or payments on account of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant such taking shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except apportioned as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award.follows: (a) Licensee shall receive that portion attributed to the then value of Licensee’s Encroachments. (b) City shall receive that portion attributed to the then value of the Encroachment Area and the Land. B. If (I) only a part of the entire Leased PremisesEncroachment Area shall be so taken or condemned and the part not so taken can be adapted for the permitted uses, (II) a material this License shall remain in full force and effect without any abatement or reduction in rent, and Licensee, whether or not its portion of the Land awards or payments, if any, on account of such taking shall be sufficient for the purpose, at its own expense shall promptly commence and complete the restoration of all buildings and other improvements (including without limitation any sidewalks and roadways) on the Encroachment Area as nearly as possible to their value, condition and character immediately prior to such taking or condemnation. C. In the event of any such taking or condemnation in whole or in part, the entire award shall be paid to City in trust for disbursement as herein provided, and Licensee hereby assigns to City the right to receive such award or awards in trust. D. If the award or payments on account of any taking shall not be divided or apportioned by the court or the Improvements or any means of ingresscondemning authority into the portions set forth in Section A, egress or access and if City and Licensee shall be unable to the Leased Premisesagree on such apportionment, the loss of which even after restoration would, in Tenant’s reasonable business judgment, then such apportionment shall be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretionappraisers. City and Licensee shall each appoint an appraiser, and the two appraisers so appointed shall be subject of promptly appoint a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety third appraiser. The three appraisers shall jointly determine the appropriate apportionment and shall render their decision within thirty (9030) days after such Taking has occurred, serve the appointment of the third appraiser. The appraisal agreed upon by a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord majority shall be entitled to receive and retain binding upon the entire awardparties. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination All appraisers shall be effective upon members of the later American Institute of (i) Real Estate Appraisers or, if such Institute shall not then exist, members of its successor organization or an organization of substantially equivalent stature. The fees of the Termination Date set forth in such Termination Notice appraisers shall be borne equally by City and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderLicensee.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award.29- (a) If during the term of this Lease the Building, Property or Improvements, or any substantial part of any of them, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (Iincluding any transfer in avoidance of an exercise of the power of eminent domain), or receives irreparable damage by reason of anything lawfully done under color of public or other authority, then (i) this Lease shall terminate as to the entire Leased PremisesBuilding at Landlord's election by written notice given to Tenant within thirty (30) days after the taking has occurred, and (IIii) a material this Lease shall terminate as to the entire Building at Tenant's election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Land Building taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant's use of the Improvements or any means balance of ingressthe Building. If Tenant elects to terminate this Lease, egress or access to Tenant shall also notify Landlord of the Leased Premisesdate of termination, the loss of which even after restoration would, in Tenant’s reasonable business judgment, date shall not be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or earlier than thirty (III30) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not days nor later than ninety (90) days after such Taking Tenant has occurrednotified Landlord of Tenant's election to terminate, serve a Tenant’s Termination Notice upon Landlord, in which case except that this Lease shall terminate on the Taking Termination Date date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of minimum rental and of Tenant's Operating Cost Share of Operating Expenses based upon the degree to which Tenant's ability to conduct its business in the Building is impaired), Landlord shall be entitled restore the Building Shell and Common Area improvements to receive a complete architectural whole and retain a functional condition and as nearly as reasonably possible to the entire awardcondition existing before the taking, and Tenant shall restore the Tenant Improvements and Tenant's other alterations, additions and improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, each party shall use its respective best efforts (including, without limitation, any necessary negotiation or intercession with its respective lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Landlord and Tenant in portions reasonably corresponding to the cost and scope of their respective restoration obligations, subject only to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event that of a partial condemnation of the Building or Property. (b) The respective obligations of Landlord and Tenant terminates pursuant to Section 15.2(a) are subject to the following limitations: (i) Each party's obligation to repair and restore shall not exceed, net of any condemnation awards or other proceeds available for and allocable to such restoration as contemplated in Section 15.2(a), an amount equal to twenty percent (20%) of the replacement cost of the Building Shell and Common Area improvements, as to Landlord, or twenty percent (20%) of the replacement cost of the Tenant Improvements, as to Tenant; if the replacement cost as to either party exceeds such amount, then the party whose limit has been exceeded may terminate this Lease unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall; and (ii) If this Lease is terminated pursuant to the foregoing sentenceprovisions of this Section 15.2, such termination or if this Lease remains in effect but any condemnation awards or other proceeds become available as compensation for the loss or destruction of any of the Improvements, then Landlord and Tenant agree (and any Lender shall be effective upon asked to agree) that such proceeds shall be allocated between Landlord and Tenant, respectively, in the later respective proportions in which Landlord and Tenant would have shared, under Section 15.1(c), the proceeds of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to any insurance proceeds following loss or destruction of the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderImprovements by an insured casualty.

Condemnation. Each of Landlord and Tenant14.1 If, promptly upon obtaining knowledge during the Term, the entire Premises shall be taken as the result of the institution exercise of any proceeding for Condemnationthe power of eminent domain or conveyed under threat thereof (hereinafter referred to as the "Proceedings"), this Lease and all right, title and interest of Tenant hereunder shall notify terminate on the other party thereof and each earlier of taking of possession by the condemning authority or the date of vesting of title pursuant to such Proceedings. Landlord and Tenant each shall be entitledentitled to an allocation of the award to be made in such Proceedings relative to their respective interests in the Premises. For purposes of determining the value of Tenant's interest, at its sole cost and expenseit shall be assumed that Tenant would extend the Term for the maximum number of Extension Periods. 14.2 If, to participate during the Term, less than the entire Premises shall be taken in any Condemnation proceedingsuch Proceedings, but such taking shall materially effect Tenant's use of the Premises, Tenant may terminate this Lease. Subject Such termination shall be effected by notice in writing given not more than sixty (60) days after the date of vesting of title in such Proceedings, and shall specify a date not more than sixty (60) days after the giving of such notice as the date for such termination. Upon the date specified in such notice, the Term this Lease, and all right, title and interest of Tenant hereunder shall cease and terminate. If this Lease is terminated as provided in this Section 14.2, Landlord and Tenant each shall be entitled to an allocation of the award to be made in such Proceedings relative to their respective interests in the Premises. For purposes of determining the value of Tenant's interest, it shall be assumed that Tenant would extend the Term for the maximum number of Extension Periods. 14.3 If during the Term, less than the entire Premises shall be taken, but either (i) such taking shall not materially effect Tenant's use of the Premises or (ii) Tenant does not elect to terminate pursuant to Section 14.2, this Lease, upon the earlier of taking of possession by the condemning authority or vesting of title in the Proceedings, shall terminate as to the parts so taken, and the proceeds of the award for such taking shall be delivered to Tenant to the extent necessary to restore that portion of the Improvements on the Premises not so taken to a complete architectural and mechanical unit and otherwise to make the remaining Premises appropriate for the use and occupancy of Tenant. In the event that the net amount of the award (after deduction of all costs and expenses, including attorneys' fees) that may be received in any such Proceedings for physical damage to the Improvements or the Land as a result of such taking is insufficient to pay all costs of such restoration work, Landlord shall deposit with Tenant such additional sum as may be required. The provisions and conditions in Article VIII applicable to changes and alterations shall apply to Tenant's obligations to restore as aforesaid. 14.4 In the event of any termination of this Paragraph 13 and Paragraph 15Lease, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord a result of any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination dateProceedings, Tenant shall pay to Landlord all Rent and all other charges payable hereunder with respect to that portion of the sum of (x) all accrued and unpaid Basic Rent as Premises so taken, apportioned to the date of such datetermination. 14.5 If Tenant either is not entitled, and (y) all Additional Rent due and payable on or prior does not elect, to such date that remains unpaid and upon such payment, terminate this Lease in the event of a partial taking of the Premises, the Rent payable hereunder during the period from and after the earlier of the taking of possession by the condemning authority and the date of vesting of title in such Proceedings through to the expiration or termination of this Lease (as the Term may be extended) shall terminate and, except for those provisions ▇▇▇▇▇ and be diminished in proportion to that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderpart of the Improvements and the Land which has been taken.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge 7.1 If the whole of the institution Demised Premises shall be taken under the power of eminent domain by any public or private authority or in the event of sale to such authority in lieu of formal proceedings of eminent domain, then this Lease shall cease and terminate as of the date of such taking or sale, which date is defined, for all purposes of this Section 7, as the date the public or private authority has the right to possession of the property being taken or sold. 7.2 In the event of any proceeding for Condemnationtaking or sale of all or any part of the Demised Premises, the entire proceeds of the award or sale shall notify the other party thereof and each of Landlord be paid to Landlord, and Tenant shall have no right to any part thereof, provided, however, that nothing contained herein shall be entitledconstrued to prevent Tenant from recovering any allowance for its personal property or for moving expenses which the law permits to be made to tenants, so long as such allowance does not diminish the award paid to Landlord. 7.3 If any public or private authority shall, under the power of eminent domain, make a taking, or should a sale in lieu thereof occur of less than the whole of the Demised Premises, then Landlord may, at its sole cost election, terminate this Lease by giving Tenant written notice of the exercise of its election within twenty (20) days after the nature and expense, to participate in any Condemnation proceedingextent of the taking or sale have been finally determined. Subject to In the event of termination by Landlord under the provisions of this Paragraph 13 Section 7.3, this Lease shall cease and Paragraph 15terminate as of the date of such taking or sale. If Landlord does not so terminate this Lease, subject to Section 7.5, this Lease shall continue in full force and effect. 7.4 In the event of a partial taking or sale not resulting in a termination of this Lease pursuant to Section 7.3, Landlord shall, if Landlord's fee mortgagee consents thereto, effectuate all such repairs and restoration as are necessary to restore the Demised Premises for the operation of Tenant's business, to the extent net proceeds of the award or sale are available, but nothing contained herein shall be construed so as to require Landlord to pay any cost of repair in excess of the net proceeds of the award or sale price received from the condemning authority and allocable to the Demised Premises. In such case, as of the date of the taking, the basic and additional rent reserved hereunder shall be reduced, but only until such time as Landlord completes its repair or restoration in accordance herewith, by an amount that is in the same ratio to the rental then in effect as the value of the portion of the Demised Premises taken or sold bears to the total value of the Demised Premises immediately before the date of taking or sale. If the net proceeds of the award or sale are not sufficient to repair or restore the Demised Premises, Tenant hereby irrevocably assigns may, at its own expense, complete such repairs or restoration, in accordance with the terms of this Lease. 7.5 Tenant shall have the option, to be exercised by written notice to Landlord any award within fifteen (15) days after such taking or payment sale, to terminate this Lease in respect of any Condemnation the event (i) more than 10% of the Leased square footage of the Demised Premises is taken in condemnation, or (ii) the Lease continues notwithstanding a partial condemnation of more than 10% of the square footage of the Demised Premises and within 120 days after the condemnation, Landlord does not restore the Demised Premises substantially to their condition prior to the condemnation. 7.6 The taking of the Demised Premises or any part thereofthereof by military or other public authority shall constitute a taking of the Demised Premises under the power of eminent domain only when the use and occupancy by the taking authority has continued for longer than 90 consecutive days. During the 90-day period all the provisions of this Lease shall remain in full force and effect, except that rental reserved (except as hereinafter providedbut not the additional rent) nothing in this Lease shall be deemed abated during such period of taking based on the extent to assign to Landlord any which the taking interferes with Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion 's use of the Land or the Improvements or any means of ingress, egress or access to the Leased Demised Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and . Landlord shall be entitled to receive whatever award may be paid for the use and retain occupation of the entire award. In Demised Premises for the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderperiod involved.

Condemnation. Each of (a) Tenant and Landlord and Tenant, shall promptly give the other written notice upon obtaining knowledge of the institution actual or threatened commencement of any condemnation or eminent domain proceeding for or other governmental taking affecting any Demised Premises (a “Condemnation”), and, to the extent not otherwise received, shall deliver to the other copies of any and all papers served in connection with such Condemnation. (b) Subject to the further provisions hereof, following the occurrence of a Condemnation, Tenant, regardless of whether sufficient Condemnation awards are available for restoration, shall, in a reasonably prompt manner, proceed to Restore the Demised Premises to the extent practicable to be of substantially the same character and quality as prior to the Condemnation, in compliance with all applicable material Legal Requirements. Tenant shall notify not be obligated to restore or replace Tenant’s Property or any alterations or additions to the other party thereof Demised Premises made by Tenant unless, with respect to such alterations or additions, the same were Required Alterations. (c) This Master Lease shall terminate with respect to the affected Demised Premises upon the Condemnation of all or substantially all of such Demised Premises, or which renders the unaffected portion of the Demised Premises Unsuitable for its Intended Use (“Total Condemnation”); provided, that in the event of a temporary taking (which shall not exceed six (6) consecutive months), the Master Lease shall continue in full force and each of Landlord effect and Tenant shall be entitledreceive the entire award therefor, at its sole cost and expense, subject to participate in any Condemnation proceedingLandlord Mortgage. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any A Condemnation of the Leased substantially all of a Demised Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. have occurred if (ai) If fifty percent (I50%) the entire Leased Premises, (II) a material portion or more of the Land or the Improvements or any means square footage of ingress, egress or access such Demised Premises shall have been subject to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premisesa Condemnation, or (IIIii) there shall have been a loss of access or egress, parking capacity or any means other appurtenance necessary for the operation of ingress, egress or access to such Demised Premises substantially in the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, manner in which case this Lease shall terminate on the Taking Termination Date it had previously been operated and Landlord shall be entitled to receive and retain the entire awardthere is no reasonably equivalent replacement therefor. In the event that Tenant terminates of a termination of this Lease pursuant to the foregoing sentencethis Section 12.8(c), such termination shall be effective upon the later as of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to Tenant vacates the applicable authority affected Demised Premises (and surrenders the “Taking Termination Date”). Upon such termination datesame) in accordance with this Master Lease, Tenant shall have no further obligation to pay any Base Rent or Additional Charges in respect of the affected Demised Premises for the period after such termination and surrender, and there shall be a Base Rent adjustment with respect to Landlord the sum remainder of the Demised Premises in accordance with the “SHC Base Rent Adjustment” and as otherwise provided in Schedule 2 to the Side Letter (x) all accrued and unpaid Basic Rent as if the remainder of the Demised Premises was akin to the Tenant’s Space referred to in item 3 of such date, and (y) all Additional Rent due and payable on or prior Schedule 2 to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderthe Side Letter).

Condemnation. (a) Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph Section 13 and Paragraph Section 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s AwardAward to the extent Tenant shall have a right to make a separate claim therefor against the condemnor, it being agreed, however, that Tenant shall in no event be entitled to any payment that reduces the award to which Landlord is or would be entitled for the condemnation of Landlord’s interest in the Leased Premises. (ab) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be the subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking applicable Termination Date and Landlord shall be entitled to receive and retain the entire awardNet Award. (i) In the event of a Condemnation of any part of the Leased Premises which does not result in a termination of this Lease, promptly after the Net Award with respect to such Condemnation has been paid by the related authority to the Trustee, Tenant, to the extent Restoration of the Leased Premises is practicable and subject to Section 13(c)(ii)and Section 15, shall commence and diligently continue to completion such Restoration. (ii) Upon the payment to the Trustee of the Net Award of a Taking which falls within the provisions of this Section 13(c), the Trustee shall, to the extent received, make the Net Award available to Tenant for Restoration in accordance with the provisions of Section 15. The proceeds remaining after the completion of, and payment for, the Restoration, if any, shall be retained by Landlord. In the event that Tenant terminates this Lease pursuant of any such partial Condemnation, all Basic Rent and Additional Rent shall continue unabated and unreduced. (iii) In the event of a Requisition of the Leased Premises Landlord shall apply the Net Award of such Requisition received by Landlord to the foregoing sentence, such termination shall be effective upon the later installments of (i) the Termination Date set forth in such Termination Notice Basic Rent or Additional Rent thereafter payable and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay any balance remaining thereafter. Upon the expiration of the Term, any portion of such Net Award which shall not have been previously credited to Landlord Tenant on account of the sum of (x) all accrued and unpaid Basic Rent as and Additional Rent shall be retained by Landlord. (d) No agreement with any condemnor in settlement of such dateor under threat of any Condemnation shall be made by either Landlord or Tenant without the written consent of the other, and (y) all Additional Rent due of the Lenders, if the Leased Premises are then subject to a Mortgage, which consent shall not be unreasonably withheld, provided that if an Event of Default has occurred and payable on is then continuing or prior to such date that remains unpaid and upon such paymentTenant has served a Tenant’s Termination Notice, this Lease then Tenant’s consent shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereundernot be required.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge If any part of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant Premises shall be entitledtaken for public use by right of eminent domain or transferred by agreement under threat of such taking, this Lease shall terminate as of the earlier of the date of such taking or agreement or the date title is vested in the condemnor or transferee. All rights to damages or compensation with respect to such taking shall belong to Lessor in all cases, except that Lessee shall have the right to prove and collect in a separate action the value of the trade fixtures and Lessee Alterations installed by it and moving expenses. In the event of the termination of this Lease under the provisions of this Section 10, all Rent paid in advance shall be apportioned and returned to Lessee as of the date of such termination. Notwithstanding the foregoing, in the event that only a part of the Premises shall be so taken and the part not so taken shall, in Lessee's opinion, be sufficient for the operation of Lessee's business, Lessee, at its election, may retain the part not so taken and this Lease shall continue in full force and effect with a reduction in Rent in corresponding proportion to the reduction in square footage. In the event of a partial taking where Lessee elects to continue this Lease in accordance with the provisions of the immediately preceding sentence, Lessor shall promptly restore, at Lessor's sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation remainder of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed nearly equivalent as practicable to assign its condition immediately prior to Landlord any Tenant’s Award. (a) such taking. If (I) Lessor fails to so restore the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than within ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) from the date that possession of the portion of the Premises taken is required to be surrendered delivered to the applicable condemning authority (the “Taking Termination Date”including any and all periods of Excusable Delay). Upon , then, in such termination dateevent, Tenant shall pay Lessee may elect to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, terminate this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderby no less than ten (10) days' prior written notice to Lessor given no later than thirty (30) days after the expiration of the aforesaid ninety (90)-day period.

Condemnation. Each of Landlord and Tenant14.1 If, promptly upon obtaining knowledge during the Term, the entire Premises shall be taken as the result of the institution exercise of any proceeding for Condemnationthe power of eminent domain or conveyed under threat thereof (hereinafter referred to as the "Proceedings"), this Lease and all right, title and interest of Tenant hereunder shall notify terminate on the other party thereof and each earlier of taking of possession by the condemning authority or the date of vesting of title pursuant to such Proceedings. Landlord and Tenant each shall be entitledentitled to an allocation of the award to be made in such Proceedings relative to their respective interests in the Premises. For purposes of determining the value of Tenant's interest, at its sole cost and expenseit shall be assumed that Tenant would extend the Term for the maximum number of Extension Periods. 14.2 If, to participate during the Term, less than the entire Premises shall be taken in any Condemnation proceedingsuch Proceedings, but such taking, in Tenant's reasonable judgment, shall render the Premises unusable, Tenant may terminate this Lease. Subject Such termination shall be effected by notice in writing given not more than sixty (60) days after the date of vesting of title in such Proceedings, and shall specify a date not more than sixty (60) days after the giving of such notice as the date for such termination. Upon the date specified in such notice, the Term this Lease, and all right, title and interest of Tenant hereunder shall cease and terminate. If this Lease is terminated as provided in this Section 14.2, Landlord and Tenant each shall be entitled to an allocation of the award to be made in such Proceedings relative to their respective interests in the Premises. For purposes of determining the value of Tenant's interest, it shall be assumed that Tenant would extend the Term for the maximum number of Extension Periods. 14.3 If during the Term, less than the entire Premises shall be taken, but such taking, in Tenant's reasonable judgment, shall not render the Premises unusable, this Lease, upon the earlier of taking of possession by the condemning authority or vesting of title in the Proceedings, shall terminate as to the parts so taken, and the proceeds of the award for such taking shall be delivered to Tenant to restore that portion of the Improvements on the Premises not so taken to a complete architectural and mechanical unit and otherwise to make the remaining Premises appropriate for the use and occupancy of Tenant. In the event that the net amount of the award (after deduction of all costs and expenses, including attorneys' fees) that may be received in any such Proceedings for physical damage to the Improvements or the Land as a result of such taking is insufficient to pay all costs of such restoration work, Landlord shall deposit with Tenant such additional sum as may be required. The provisions and conditions in Article VIII applicable to changes and alterations shall apply to Tenant's obligations to restore as aforesaid. 14.4 In the event of any termination of this Paragraph 13 and Paragraph 15Lease, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord a result of any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination dateProceedings, Tenant shall pay to Landlord all Rent and all other charges payable hereunder with respect to that portion of the sum of (x) all accrued and unpaid Basic Rent as Premises so taken, apportioned to the date of such datetermination. 14.5 If Tenant either is not entitled, and (y) all Additional Rent due and payable on or prior does not elect, to such date that remains unpaid and upon such payment, terminate this Lease in the event of a partial taking of the Premises, the Rent payable hereunder during the period from and after the earlier of the taking of possession by the condemning authority and the date of vesting of title in such Proceedings through to the expiration or termination of this Lease (as the Term may be extended) shall terminate and, except for those provisions ▇▇▇▇▇ and be diminished in proportion to that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderpart of the Improvements and the Land which has been taken.

Condemnation. Each 9.1 If (a) the whole of the Premises shall be lawfully taken by condemnation or other eminent domain proceedings pursuant to any law, general or special, or (b) substantially all of the Premises (hereinafter defined) shall be taken in or by such proceedings, and within thirty (30) days after receipt from Landlord of a notice of a pending condemnation Tenant shall have given notice to Landlord of its intention to terminate this Lease if such taking is effected, this Lease shall terminate, in the case of a taking of the whole of the Premises, on the date of such taking, and, in the case of the taking of substantially all of the Premises on the first Rent payment date occurring not less than thirty (30) days after such taking. All Rent required to be paid by Tenant under this Lease shall be paid up to the date of such termination and upon such termination this Lease shall be of no further force and effect, except that any obligation or liability of either party, actual or contingent, under this Lease which has accrued on or prior to such termination date shall survive and any prepayment of Rent shall be prorated between the parties. For purposes of this Article “substantially all of the Premises” shall be deemed to mean such portion of the Premises as, when so taken, would leave remaining a balance of the Premises which, due either to the area so taken or the location of the part so taken in relation to the part not so taken, would not under economic conditions, applicable zoning laws, building regulations then existing or prevailing, readily accommodate a new building or buildings of a nature similar to the Building existing at the date of such taking and after performance of all covenants, agreements, terms and provisions herein and by law provided to be performed and paid by Tenant. Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnationin cooperation with Landlord, shall notify have the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, right to participate in any Condemnation proceedingcondemnation proceedings and be represented by counsel, at Tenant’s sole cost, for the purpose of protecting its interests hereunder. Subject Landlord agrees that it will not enter into any agreement with any condemning authority in settlement of or on the threat of any condemnation or other eminent domain proceeding affecting the Premises without the consent of Tenant, which consent shall not be unreasonably withheld or delayed. 9.2 If only a portion of the Premises shall be so taken and Section 9.1 does not apply, this Lease shall be unaffected by such taking, except that Rent payable by Tenant pursuant to the provisions of this Paragraph 13 Lease shall be equitably reduced to a just and Paragraph 15appropriate amount according to the nature and extent of the taking. 9.3 Landlord shall be entitled to receive the entire award in any proceeding with respect to any taking provided for in this Article without deduction therefrom for any estate vested in Tenant by this Lease and Tenant shall receive no part of such award, except that, in the case of a partial taking which does not result in a termination of this Lease. Tenant hereby irrevocably assigns to Landlord any award all of its right, title and interest in or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease to every such award. Nothing herein contained shall be deemed to assign prohibit Tenant from making a separate claim, to Landlord any the extent permitted by law, for the value of Tenant’s Awardinventory, movable trade fixtures, machinery and moving expenses, provided that the making of such claim does not adversely affect or diminish Landlord’s award. (a) If (I) 9.4 In the entire Leased Premises, (II) a material portion event of any taking of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in a termination of this Lease, Landlord at least one method Landlord’s expense, subject to the provisions of ingress Articles 6 and egress to 8 and from the Leased Premises remaining that is whether or not any award or awards shall be sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretionthe purpose, shall proceed with reasonable diligence to repair, alter and restore the remaining parts of the Premises to substantially the condition existing immediately prior to the date of taking to the extent that the same may be subject feasible and so as to constitute a complete and tenantable Premises. If the proceeds of a Taking by a duly constituted authority such award or agency having jurisdictionawards are not sufficient to pay the full cost thereof, then Tenant mayLandlord shall pay such deficit. 9.5 Anything contained herein to the contrary notwithstanding, any different procedure for the Restoration of the Premises or disbursement of proceeds which may be required under any mortgage or Superior Lease shall take precedence over and be in addition to any contrary procedure provided for in this Lease. 9.6 In case of any governmental action, not later than ninety (90) days after such Taking has occurred, serve resulting in the taking or condemnation of any portion of the Premises but creating a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled right to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentencecompensation therefor, such termination shall be effective as the changing of the grade of any street upon which the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such paymentPremises abut, this Lease shall terminate andcontinue in full force and effect without reduction or abatement of Rent and the award shall be paid to Landlord, except for those provisions that survive termination, neither Tenant nor Landlord shall provided such action does not have any further obligations hereundera material adverse effect on Tenant’s use and occupancy of the Premises.

Condemnation. Each of Landlord and TenantSection 10.1. If, promptly upon obtaining knowledge as a result of the institution exercise of any proceeding for Condemnationthe power of eminent domain (hereinafter in this Article referred to as a "Proceeding"), shall notify the other party thereof and each of Landlord and Tenant entire Premises shall be entitledtaken, at its sole cost this Lease and expenseall right, title and interest of the Lessee hereunder shall cease and come to participate in any Condemnation proceeding. Subject an end on the date condemnor takes possession pursuant to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation Proceeding. The basic rent shall be apportioned as of the Leased Premises or any part thereofdate of such transfer of possession and the Lessor shall be entitled to and shall receive the total award made in the Proceeding, and the Lessee hereby assigns such award to the Lessor, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord Lessee shall be entitled to receive and retain such portion thereof as may be allocated to compensation paid for Lessee's Trade Fixtures, provided Lessee so proves in the Proceeding. The Lessee shall be entitled to keeo any condemnation compensation awarded to the Lessee. Section 10.2. If less than the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination Premises shall be effective upon the later of (i) the Termination Date set forth taken in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such paymentany proceeding, this Lease shall terminate andas to portion of the Premises so taken upon the date the condemnor takes possession, except and in the event, and only in the event, that the remainder of the Premises not so taken is not reasonably fit or suited to being used and employed by Lessee to enable Lessee to discharge and satisfy the purposes for those provisions which the Premises are leased hereunder to Lessee and to carry on its business as conducted thereon at the time of such taking, Lessee, provided that survive Lessee is not in default under this Lease, may in such event terminate this Lease as to the remainder of the Premises by giving a notice in writing not later than thirty (30) days after the date of such vesting, specifying as the date for termination a date not later than thirty (30) days after the giving of such notice. Upon the date specified in such notice, the term of this Lease and all right, title and interest of Lessee hereunder shall cease and come to an end, provided Lessee is not in default under this Lease on such date, and the basic rent shall be apportioned as of the date of such termination. Section 10.3. If less than the entire Premises shall be taken in a proceeding and this Lease is not terminated as permitted by and as in Section 10.2 provided, neither Tenant nor Landlord this Lease shall have terminate as to the portion of the premises so taken upon the transfer of possession. In any further obligations hereundersuch case, Lessor covenants and agrees at Lessor's cost and expense to restore that portion of the Premises not so taken to a complete architectural unit for the use and occupancy of the Lessee as expressed in Section 1.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If during the term of this Lease one or more Buildings, the Property or Improvements, or any substantial part of any of them, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (Iincluding any transfer in avoidance of an exercise of the power of eminent domain), or receives irreparable damage by reason of anything lawfully done under color of public or other authority, then (i) this Lease shall terminate as to the entire Leased Premisesapplicable Building(s) at Landlord's election by written notice given to Tenant within sixty (60) days after the taking has occurred, and (IIii) a material this Lease shall terminate as to the entire applicable Building(s) at Tenant's election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Land Property taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant's use of the Improvements or any means balance of ingressthe applicable Building(s). If Tenant elects to terminate this Lease, egress or access to Tenant shall also notify Landlord of the Leased Premisesdate of termination, the loss of which even after restoration would, in Tenant’s reasonable business judgment, date shall not be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or earlier than thirty (III30) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not days nor later than ninety (90) days after such Taking Tenant has occurrednotified Landlord of Tenant's election to terminate, serve a Tenant’s Termination Notice upon Landlord, in which case except that this Lease shall terminate on the Taking Termination Date date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as to the applicable Building(s) as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and additional rent and of Tenant's Operating Cost Share of Operating Expenses based upon the degree to which Tenant's ability to conduct its business in the applicable Building(s) is impaired), Landlord shall be entitled restore the Building Shell of the applicable Building(s) and the Common Area improvements to receive a complete architectural whole and retain a functional condition and as nearly as reasonably possible to the entire awardcondition existing before the taking, and Tenant shall restore the Tenant Improvements and Tenant's other alterations, additions and improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, each party shall use its respective best efforts (including, without limitation, any necessary negotiation or intercession with its respective lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Landlord and Tenant in portions reasonably corresponding to the cost and scope of their respective restoration obligations, subject only to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event that of a partial condemnation of one or more Buildings or the Property. (b) The respective obligations of Landlord and Tenant terminates pursuant to Section 17.2(a) are subject to the following limitations: (i) Each party's obligation to repair and restore shall not exceed, net of any condemnation awards or other proceeds available for and allocable to such restoration as contemplated in Section 17.2(a), an amount equal to five percent (5%) of the replacement cost of the Building Shell of the applicable Building(s) and the Common Area improvements, as to Landlord, or five percent (5%) of the replacement cost of the Tenant Improvements in the applicable Building(s), as to Tenant; if the replacement cost as to either party exceeds such amount, then the party whose limit has been exceeded may terminate this Lease with respect to the applicable Building(s) unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall; and (ii) If this Lease is terminated with respect to the applicable Building(s) pursuant to the foregoing sentenceprovisions of this Section 17.2, such termination or if this Lease remains in effect but any condemnation awards or other proceeds become available as compensation for the loss or destruction of any of the Improvements, then Landlord and Tenant agree (and any Lender shall be effective upon the later of asked to agree) that there shall be paid from such award or proceeds (i) to Landlord, the Termination Date set forth in such Termination Notice award or proceeds attributable or allocable to the Building Shell of the applicable Building(s) and/or the Common Area improvements, and (ii) to Landlord and Tenant, respectively, portions of the date that possession is required to be surrendered award or proceeds attributable or allocable to the Tenant Improvements in the applicable authority (Building(s), in the “Taking Termination Date”respective proportions in which Landlord and Tenant would have shared, under Section 17.1(c). Upon such termination date, Tenant shall pay to Landlord the sum proceeds of (x) all accrued and unpaid Basic Rent as any insurance proceeds following loss or destruction of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderImprovements by an insured casualty.

Condemnation. Each of Landlord and TenantIf, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject prior to the provisions of this Paragraph 13 and Paragraph 15Closing, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises all or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land Property is subjected to a bona fide threat of condemnation by a body having the power of eminent domain or the Improvements is taken by eminent domain or condemnation (or sale in lieu thereof), or if Contributor has received written notice that any means of ingress, egress condemnation action or access proceeding with respect to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that Property is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking contemplated by a duly constituted authority body having the power of eminent domain, Contributor shall give GIPLP immediate written notice of such threatened or agency having jurisdictioncontemplated condemnation or of such taking or sale, then Tenant may, not later than ninety and GIPLP may by written notice to Contributor given within thirty (9030) days after the receipt of such Taking has occurrednotice from Contributor, serve a Tenant’s Termination Notice upon Landlordelect to cancel this Agreement. If GIPLP chooses to cancel this Agreement in accordance with this Section 7.2, in which case this Lease shall terminate on then the Taking Termination Date and Landlord ▇▇▇▇▇▇▇ Money Deposit shall be entitled returned immediately to receive GIPLP by Escrow Agent and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentencerights, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination dateduties, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such dateobligations, and (y) all Additional Rent due liabilities of the parties hereunder shall immediately terminate and payable on or prior to such date that remains unpaid be of no further force and upon such payment, this Lease shall terminate andeffect, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement. If GIPLP does not elect to cancel this Agreement in accordance herewith, this Agreement shall remain in full force and effect and the contribution of the Property contemplated by this Agreement, less any interest taken by eminent domain or condemnation, or sale in lieu thereof, shall be effected with no further adjustment and without reduction of the Contribution Consideration, and at the Closing, Contributor shall assign, transfer, and set over to GIPLP all of the right, title, and interest of Contributor in and to any awards applicable to the Property that survive terminationhave been or that may thereafter be made for such taking. At such time as all or a part of the Property is subjected to a bona fide threat of condemnation and GIPLP shall not have elected to terminate this Agreement as provided in this Section 7.2 (and either the 30-day period within which GIPLP has a right to terminate this Agreement pursuant to this Section 7.2 has expired or GIPLP has agreed to waive its right to terminate this Agreement), neither Tenant nor Landlord and provided that the Inspection Period has expired (i) GIPLP shall have thereafter be permitted to participate in the proceedings as if GIPLP were a party to the action, and (ii) Contributor shall not settle or agree to any further obligations hereunderaward or payment pursuant to condemnation, eminent domain, or sale in lieu thereof without obtaining GIPLP’s prior written consent thereto in each case.

Condemnation. Each of Landlord and Tenant, promptly (a) Immediately upon obtaining knowledge of the institution of any proceeding for Condemnationwhich may result in the transfer of title to all or a portion of the Premises by condemnation or other eminent domain proceeding, or by reason of any agreement with any potential condemning authority in settlement of or under any such proceedings (each, a “Taking”), Tenant shall notify the other party Landlord thereof and each of Landlord (and Tenant Landlord’s Lender, if any) shall be entitled, at its sole cost and expense, entitled to participate in any Condemnation proceedingsuch proceeding at Tenant’s expense. Subject Landlord, immediately upon obtaining knowledge of the institution of any proceeding which may result in Taking, shall notify Tenant thereof and Tenant shall have the right to the provisions of this Paragraph 13 and Paragraph 15, participate in such proceeding at its own expense. Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereofTaking, except that (except as hereinafter provided) nothing in this Lease shall be deemed to Tenant does not assign to Landlord any award or payment on account of Tenant’s AwardTrade Fixtures or other tangible personal property, moving expenses and similar claims which do not decrease the award to Landlord, and Tenant shall have a right to make a separate claim therefore against the condemning authority. (ab) If (Ii) the entire Leased Premises, Premises or (IIii) a material portion at least 15% of the Land or floor area of the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which which, in any case, even after Restoration (meaning the restoration of the Premises as nearly as possible to the same physical condition as existed immediately prior to the Taking) would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased PremisesTenant, or (IIIiii) any means of ingress, egress or access to the Leased Premises which does not result in that exists as of the date hereof (unless sufficient access can be available after Restoration at least one method of ingress and egress a reasonable cost to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its excess of the “Net Award”, being the entire award paid by reason of the Taking, less actual and reasonable discretioncosts incurred in collecting same, or (iv) the number of parking spaces that would, if eliminated, reduce the total number required by Legal Requirements (unless sufficient replacement parking spaces can be provided on the Premises to satisfy such Legal Requirements at a reasonable cost to Tenant in excess of the Net Award), shall be subject of a Taking by a duly constituted authority or agency having jurisdictionTaking, then Tenant mayshall have the right, exercisable within thirty (30) days after the Taking has occurred, to serve Tenant’s Termination Notice of its intention to terminate this Lease the Termination Date, which shall be no sooner than thirty (30) days after the date of Tenant’s Termination Notice and not later than ninety (90) days after such Taking has occurred, the Tenant’s Termination Notice. In the event that Tenant shall timely serve a Tenant’s Termination Notice upon Landlord, in which case this Lease and the Lease Term hereof shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. Date. (c) In the event of any Taking of part of the Premises which does not result in a termination of this Lease, the Net Award of such Taking shall be retained by Landlord, unless if separately awarded to Tenant, and, promptly after such Taking, Tenant shall commence and diligently continue to perform the Restoration whether or not the Net Award shall be sufficient to do so. Upon the payment to Landlord of the Net Award of the Taking which falls within the provisions of this subparagraph (c), Landlord (and Landlord’s Lender, if any) shall, to the extent received, make that portion of the Net Award equal to the cost of Restoration (the “Restoration Award”) available to Tenant terminates this Lease for Restoration, the balance remaining (the “Net Surplus Award”) shall be the property of Landlord, and shall be applied, at Landlord’s option, as follows: (i) The Net Surplus Award shall be retained by Landlord, in which event the Base Rent becoming due after Landlord receives the Net Surplus Award, but exclusive of any extended Term for which Tenant had not exercised its extension option as of the date Tenant received notice of such Taking, shall be reduced by an amount which bears the same proportion to the Base Rent payable immediately prior to such Taking as the fair market rent of the portion of the Premises so taken shall bear to the fair market rent of the whole of the Premises immediately prior to such Taking. (ii) Tenant shall receive that portion of the Net Surplus Award equal to the present value (calculated at a discount rate of nine percent (9%) of the reductions in the Base Rent, exclusive of any extended Terms for which Tenant had not exercised its extension option as of the date Tenant received notice of such Taking, that would have occurred had Landlord elected to apply the Net Surplus Award under subparagraph (i) above; that portion of the Net Surplus Award in excess of the amount so received by Tenant shall be retained by Landlord; and the Base Rent shall not be reduced. (d) Except with respect to an award or payment to which Tenant is entitled pursuant to the foregoing sentence, such termination provisions of this Paragraph no agreement with any condemning authority in settlement of or under threat of any condemnation or other eminent domain proceedings shall be effective upon made by either Landlord or Tenant without the later written consent of the other, which consent shall not be reasonably withheld, conditioned or delayed provided such award or payment is applied in accordance with this Lease. (ie) Notwithstanding anything to the Termination Date contrary set forth herein after a Taking which does not result in such Termination Notice the termination of this Lease, the Monthly Base Rent and (ii) Operating Expense Payments and other charges, if any, due hereunder shall be reduced in the date that possession is required to be surrendered same proportion as the rentable floor area of the Premises taken bears to the applicable authority (original rentable floor area of the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or Premises prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereundertaking.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion all of the Land Building, or so much of the Building or the Improvements Demised Premises as is necessary for the Tenant's use and occupancy of the Demised Premises for the purposes set forth in Section 5, or any means of ingress, egress or for reasonably convenient access to the Leased Demised Premises, shall be taken by condemnation or in any other manner for any public or quasi-public use and purpose, then the loss term of which even this lease shall forthwith terminate as of the date title vests in the taking authority and the Rent shall be apportioned as of such date. (b) In addition to and apart from the foregoing provisions of Section 20(a), if more than twenty-five percent (25%) of the Gross Rentable Area of the Building shall be so taken, then the Landlord may terminate the term of this lease by giving written notice of such termination within thirty (30) days after restoration wouldthe date title vests in the taking authority. (c) The Tenant shall have the exclusive right in any proceeding with respect to any taking referred to in this Section 20 to any award payable for the Tenant's moving expenses and the then value of the Tenant's property, in Tenant’s reasonable business judgmentbut the Tenant shall have no other right to any award for either a total taking or a partial taking of the Land, be substantially and materially adverse to the business operations of Tenant at Building or the Leased Demised Premises, or including any right for the contract value of this lease, and any such award shall be retained by the Landlord as the Landlord's sole property. (IIId) In the event of any means of ingress, egress or access to the Leased Premises taking which does not result in a termination of the term of this lease, the Rent shall be equitably suspended or abated and the Landlord, at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretionexpense, shall proceed with reasonable diligence to repair and restore the remaining part of the Building and the Demised Premises to substantially its former condition to the extent that the same may be subject feasible. Any suspension or abatement of Rent shall cease upon substantial completion of such repairs or restoration. (e) If only a Taking by a duly constituted authority or agency having jurisdictionpart of the Demised Premises is taken and the remaining portion thereof is not suitable for the conduct of Tenant's business, then Tenant mayshall have the right to terminate this Lease. (f) Anything herein to the contrary notwithstanding, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord Tenant shall be entitled to receive that portion of the award applicable to Tenant's improvements, personal property, fixtures and retain the entire awardmoving expenses. In the event that Tenant terminates this Lease pursuant to separate awards are made by the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination datecondemning authority, Tenant shall pay be entitled to Landlord claim, prove and receive in the sum of (x) all accrued condemnation proceedings such awards as may be allowed for Tenant's improvements, personal property, fixtures and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereundermoving expenses.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge If (i) the whole of the institution Premises, Building or Project, or ninety percent (90%) or more of the Premises, shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use or purpose, or (ii) Master Landlord shall grant a deed or other instrument in lieu of any proceeding for Condemnationsuch takings by eminent domain or condemnation as a result thereof, then (X) Landlord shall notify have the option to terminate this Lease, provided that (1) prior to or concurrently with Landlord’s termination notice terminating this Lease, Master Landlord terminates (A) the leases of all other tenants of the Building which contain termination rights in favor of Master Landlord permitting Master Landlord to terminate such leases in the event of such condemnation or taking, and (B) the CRG Direct Lease, as may be permitted pursuant to the terms thereof, and (2) Master Landlord has elected in writing to terminate the Master Lease in accordance with the terms of Article 12 thereof as a result of the taking in question, and (Y) if the CRG Direct Lease is terminated under Article 12 thereof, or if as a result of any of the aforesaid takings (or deeds in lieu thereof) Tenant cannot conduct its business operations in substantially the same manner such business operations were conducted prior to such taking while still retaining substantially the same material rights and benefits it bargained to receive under this Lease, Tenant shall have the option to terminate this Lease, exercisable by written termination notice delivered by the terminating party to the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that within sixty (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (9060) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire awardterminating party becomes aware thereof. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, Any such termination shall be effective upon the later as of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority. Tenant shall not assert any claim against Landlord or Master Landlord for any compensation because of such taking and Landlord and Master Landlord shall be entitled to the entire award or payment in connection therewith with respect to such party’s respective interest, except that Tenant shall have the right to file any separate claim against the taking authority available to Tenant for any taking of Tenant’s personal property, equipment, improvements, alterations and/or fixtures belonging to Tenant, and for moving expenses. Notwithstanding anything in this Article 12 to the contrary, Landlord and Tenant shall each be entitled to receive fifty percent (50%) of the “Taking Termination Date”)bonus value” of the leasehold estate in connection therewith, which bonus value shall be equal to the difference between the Rent payable under this Lease and the sum established by the condemning authority as the award for compensation. All Rent shall be apportioned as of the date of such termination. Upon such termination dateany taking or other matter described in this Article 12, Rent for the Premises (and for those Supplemental Areas, if any, for which Rent is required to be paid by Tenant under this Lease) shall pay be abated pursuant to Landlord Section 18.4 below. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the sum California Code of Civil Procedure. Notwithstanding anything to the contrary contained in this Article 13, in the event of a temporary taking of all or any portion of the Premises for a period of one hundred and eighty (x180) all accrued and unpaid Basic Rent as days or less, or a taking of such dateless than thirty percent (30%) of the Premises, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, then this Lease shall not terminate and, except pursuant to this Article 12 but the Rent for the Premises (and for those provisions that survive terminationSupplemental Areas, neither if any, for which Rent is required to be paid by Tenant nor under this Lease) shall be abated pursuant to Section 18.4 below; Landlord shall have be entitled to receive the entire award made in connection with any further obligations hereundersuch temporary taking.

Condemnation. Each of Landlord and TenantIf, promptly upon obtaining knowledge prior to the Closing Date, eminent domain proceedings are commenced against all or any substantial part of the institution Subject Property, Seller shall immediately give notice to Purchaser of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitledsuch fact and, at its sole cost and expense, Purchaser’s option (to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph be exercised within fifteen (15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurredSeller’s notice), serve a Tenant’s Termination Notice upon Landlord, in which case this Lease Agreement shall terminate on with respect to the Taking Termination Subject Property. In the event of any such termination, neither party will have further obligations under this Agreement (other than the Surviving Indemnity Obligations, which obligations shall survive any such termination), Purchaser shall, at the request of Seller, execute any document reasonably requested by Seller to evidence such termination including, without limitation, a quit claim deed. If Purchaser fails to elect to terminate this Agreement in the manner provided in this Section 12, then there shall be no reduction in the Purchase Price, and Seller shall assign to Purchaser at the Closing Date all of Seller’s right, title and Landlord interest in and to any award made or to be made in the condemnation proceedings. Prior to the Closing Date, Seller shall not designate counsel, appear in, or otherwise act with respect to the condemnation proceedings without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided, however, that if any action is necessary with respect to such proceeding to avoid any forfeiture or material prejudice, Seller shall be entitled to receive take such action as and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentenceextent necessary without obtaining Purchaser’s prior written consent. For purposes of this Section, such termination shall be effective upon the later of words “substantial part” means (i) the Termination Date set forth in such Termination Notice and amount of any condemnation award is estimated to exceed $1,000,000, (ii) access to or parking on the date that possession Subject Property is required adversely affected, (iii) the condemnation results in the Subject Property violating any laws or failing to be surrendered comply with zoning or any covenants, conditions or restrictions affecting the Subject Property, or (iv) the condemnation entitles the Tenant to terminate the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderLease.

Condemnation. Each If during the Term, or during the period of Landlord time between ------------ the execution of this Lease and Tenantthe Lease Commencement Date, promptly upon obtaining knowledge there is any taking of all or any part of the institution Premises or any interest in this Lease by the exercise of any proceeding governmental power, whether by legal proceedings or otherwise, by any public or quasi-public authority, or private corporation or individual, having the power of condemnation (any of the preceding a "Condemnor"), or a voluntary sale or transfer by Landlord to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending (any of the preceding, a "Condemnation"), shall notify the other party thereof rights and each obligations of Landlord and Tenant shall be entitled, at its sole cost and expense, determined pursuant to participate in any this Paragraph. If such Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation is of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination date the Condemnor takes possession of the Premises (the "Date and Landlord of Condemnation"). A temporary Condemnation of the Premises, or any part of the Premises, for less than 180 days, shall be entitled not constitute a Condemnation under this Paragraph; but the Basic Monthly Rent shall ▇▇▇▇▇ as to receive and retain the entire awardportion of the Premises affected during such temporary Condemnation. In If such Condemnation is of any portion, but not all, of the event that Tenant terminates Premises, then this Lease pursuant shall remain in effect, except that, if the remaining portion of the Premises is rendered unsuitable for Tenant's continued use of the Premises, then Tenant may elect to terminate this Lease, by so notifying Landlord in writing (the foregoing sentence, such "Termination Notice") within 30 days after the date that the nature and extent of the Condemnation have been determined. Such termination shall be effective upon on the later earlier of (i) the date that is 30 days after the giving of the Termination Date set forth in such Termination Notice and Notice, or (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”)Date of Condemnation. Upon such termination date, If Tenant shall pay does not give to Landlord the sum Termination Notice within such 30-day period, then all obligations of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, Tenant under this Lease shall terminate andremain in effect, except that (unless the Premises are restored as set forth below) Basic Monthly Rent shall be reduced by the ratio of (a) the area of the Premises taken to (b) the area of the Premises immediately prior to the Date of Condemnation. Notwithstanding anything to the contrary in this Paragraph, if, within 20 days after Landlord's receipt of the Termination Notice, Landlord notifies Tenant that Landlord at its cost will add to the remaining Premises (or substitute for those provisions the Premises other comparable space in the Project) so that survive terminationthe area of the Premises will be substantially the same after the Condemnation as they were before the Condemnation, neither and Landlord commences the restoration promptly and completes it within 150 days after Landlord so notifies Tenant, then all obligations of Tenant nor under this Lease shall remain in effect, except that Basic 13 Pacific Tower Full Service Gross Office Copper-Mountain-Lease: 08027.208 Landlord___________Tenant___________ Monthly Rent shall be abated or reduced during the period from the Date of Condemnation until the completion of such restoration by the ratio of (A) the area of the Premises taken to (B) the area of the Premises immediately prior to the Date of Condemnation. Unless Landlord restores the Premises pursuant to the preceding sentence, or unless Tenant gives to Landlord the Termination Notice within the relevant 30-day period, Tenant at its sole cost shall accomplish any restoration required by Tenant to use the Premises. All compensation, sums, or anything of value awarded, paid, or received on a total or partial Condemnation (the "Award") shall belong to and be paid to Landlord. Tenant shall have no right to any further obligations hereunderpart of the Award, and Tenant hereby assigns to Landlord all of Tenant's right, title, and interest in and to any part of the Award, except that Tenant shall receive from the Award any sum paid expressly to Tenant from the Condemnor for Tenant's loss of goodwill. Landlord and Tenant waive the provisions of any statute (including without limitation California Code of Civil Procedure Section 1265.130 or any successor statute) that allows Landlord or Tenant to petition the superior court (or any other local court) to terminate this Lease in the event of a partial taking of the Premises. Nothing herein contained shall be deemed or construed to prevent Tenant from interposing and prosecuting in any condemnation proceedings a claim for the value of any personal property installed in or made to the Premises by Tenant, or for its costs of moving or loss of business by reason of such condemnation.

Condemnation. Each of Landlord If after the Effective Date and Tenantprior to the Closing Seller, AFE, PXR, PXURA or PXLA receives notice of, or proceedings are instituted for, eminent domain with respect to the Real Property or Improvements or any portion thereof (a “Condemnation”), Seller shall, promptly upon obtaining Seller, AFE, PXR, PXURA or PXLA receiving actual knowledge thereof, notify Purchaser of the institution same. If, as a result of any proceeding for such Condemnation, Schwab is entitled to and elects to terminate its Lease with respect to the Real Property or Improvements (a “Condemnation Tenant Termination Event”), then Seller shall promptly upon Seller, AFE, PXR, PXURA or PXLA receiving notice of such Condemnation Tenant Termination Event notify Purchaser of the same (a “Condemnation Tenant Termination Notice”). Within five (5) days after receipt of the Condemnation Tenant Termination Notice (but in no event later than the Closing Date), Purchaser shall notify Seller in writing of Purchaser’s election to either (i) terminate this Agreement in which case, Escrow Agent shall immediately direct any ▇▇▇▇▇▇▇ Money previously deposited by Purchaser with Escrow Agent in accordance with Section 3.4 hereof and thereafter the other party thereof parties hereto shall have no further rights or obligations hereunder, except for rights and each of Landlord and obligations which, by their terms, survive the termination hereof, or (ii) to acquire the Membership Interests notwithstanding the Condemnation Tenant shall be entitled, at its sole cost and expense, Termination Event. If (i) Purchaser elects to participate in any acquire the Membership Interests notwithstanding the Condemnation proceeding. Subject Tenant Termination Event or fails to terminate this Agreement with respect to the provisions Membership Interests within such five (5) day period, or (ii) such Condemnation does not give rise to a Condemnation Tenant Termination Event, then Purchaser shall proceed to Closing, and as of this Paragraph 13 Closing, AFE, PXR, PXURA and Paragraph 15, Tenant hereby irrevocably assigns PXLA shall maintain the right to Landlord any award or payment negotiate and otherwise deal with the condemning authority in respect of any such Condemnation (subject to the terms of the Leased Premises or Schwab Lease with respect to any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion rights of the Land or the Improvements or any means of ingress, egress or access Schwab). Notwithstanding anything contained herein to the Leased Premisescontrary, if a Condemnation shall occur to the Real Property and, as a result of such Condemnation, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse lender providing the Term Financing Commitment will not close the loan contemplated by the Term Financing Commitment with respect to the business operations of Tenant at Membership Interests, GECC will not close the Leased Premises, or (III) any means of ingress, egress or access GE Bridge Loan with respect to the Leased Premises which does Membership Interests or Senior Lender will not result in at least one method of ingress and egress close the Bridge Loan with respect to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, Membership Interests (as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdictionapplicable pursuant to Section 4.3.2), then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, this Agreement shall automatically terminate in which case this Lease case, Escrow Agent shall terminate on immediately direct any ▇▇▇▇▇▇▇ Money previously deposited by Purchaser with Escrow Agent in accordance with Section 3.4 hereof and thereafter the Taking Termination Date and Landlord parties hereto shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on have no further right or prior to such date that remains unpaid and upon such payment, this Lease shall terminate andobligations hereunder, except for those provisions that rights and obligations which, by their terms, survive termination, neither Tenant nor Landlord shall have any further obligations hereunderthe termination hereof.

Condemnation. Each (a) If the whole, or substantially the whole, of the Property or the Demised Premises is taken or condemned by eminent domain or by any conveyance in lieu thereof (“condemnation”), then the obligations of the Landlord and Tenant hereunder shall terminate on the earlier to occur of: (i) the date the condemning authority takes possession, or (ii) the date title vests in the condemning authority, or (iii) the date the condemning authority obtains an order of Court of Condemnation. (b) If any portion of the Property shall be taken by condemnation (whether or not such condemnation includes any portion of the Demised Premises), and as a result thereof, Landlord in its discretion, determines that the Property cannot be restored in an economically feasible manner for a use substantially similar to its use immediately prior to such condemnation, than Landlord shall have the right, without liability to Tenant, upon written notice to Tenant, to terminate this Lease, with such notice to be given promptly upon obtaining knowledge after the Landlord has so determined. (c) If a portion, but less than substantially the whole, of the institution of any proceeding for CondemnationDemised Premises shall be taken by condemnation, shall notify then the other party thereof and each obligation of Landlord and Tenant hereunder shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject terminate as of the date of such condemnation as to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingressDemised Premises so taken, egress or access and unless (i) Landlord elects to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse terminate this Lease pursuant to the business operations of Tenant at the Leased PremisesSection 24(b) hereof, or (IIIii) any means the Demised Premises shall no longer be reasonably suitable for the operation of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety business therein (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant with respect to the foregoing sentenceentirety of the Demised Premises), such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, whereupon this Lease shall terminate andremain in full force and effect with respect to the remainder of the Demised Premises. (d) If the obligations of Landlord and Tenant are terminated as provided above, except for those provisions that survive the Rent payable hereunder shall be adjusted as of the date of such termination. Any such termination, neither however, shall not serve to release Landlord or Tenant nor from any obligations contained herein, which expressly, or by their nature are deemed to, survive such termination of this Lease. (e) All compensation awarded or paid upon condemnation of any portion of the Property, including the Demised Premises, shall belong to Landlord without participation by Tenant. Nothing contained herein shall have be construed, however, to prevent Tenant from prosecuting any further obligations hereunderclaim directly against the condemning authority for loss of business, loss of good will, moving expenses, damage to, and cost of removal of, any trade fixtures, furniture and personal property, to the extent such items belong to Tenant; provided, however, that Tenant shall make no claim which shall diminish or adversely affect any award claimed or received by Landlord.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) If, during the entire Leased Premisesterm of this Lease, (II) all or a material portion substantial part of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject taken by police power or under power of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such paymenteminent domain, this Lease shall terminate andas of, except for those provisions that survive terminationand the rent (basic and additional) shall be apportioned to and ▇▇▇▇▇ from and after, neither the date of taking. Except as provided in Section 22(d) below, Tenant nor Landlord shall have no right to participate in any further obligations hereunderaward or damages for such taking and hereby assigns all of its right, title and interest therein to Landlord. For the purposes of this subsection, “a substantial part of the Premises” shall mean such part that the remainder thereof is rendered inadequate for Tenant’s business and that such remainder cannot practicably be repaired and improved so as to be rendered adequate to permit Tenant to carry on its business with substantially the same efficiency as before the taking. (b) If, during the Lease term, less than a substantial part of the Premises (as hereinabove defined) is taken by police power or under power of eminent domain, this Lease shall remain in full force and effect according to its terms; and except as provided in Section 22(d) below, Tenant shall have no right to participate in any award or damages for such taking and tenant hereby assigns all of its right, title and interest in and to the award to Landlord. In such event Landlord shall, at its expense, promptly make such repairs and improvements as shall be necessary to make the remainder of the Premises adequate to permit Tenant to carry on its business to substantially the same extent and with substantially the same efficiency as before the taking; provided that in no event shall Landlord be required to expend an amount in excess of the award received by Landlord for such taking. If Landlord does not substantially complete the making of such repairs or improvements within one hundred twenty (120) days from the date of the taking, Tenant shall have the right to terminate this Lease provided Tenant gives Landlord written termination notice after the expiration of such one hundred twenty (120) day period, so long as such notice is given prior to Landlord’s substantial restoration of the Premises as aforesaid. If, as a result of such taking, any part of the Premises is rendered permanently unusable, the basic annual rent reserved hereunder shall be reduced in such amount as may be fair and reasonable, which amount shall not exceed the proportion which the area so taken or made unusable bears to the total area which was usable by Tenant prior to the taking. If the taking does not render any part of the Premises unusable, there shall be no abatement of rent. (c) For purposes of this section, “taking” shall include a negotiated sale or lease and transfer of possession to a condemning authority under bona fide threat of condemnation for public use, and Landlord alone shall have the right to negotiate with the condemning authority and conduct and settle all litigation connected with the condemnation. As hereinabove used, the words “award or damages” shall, in the event of such sale or settlement, include the purchase or settlement price. (d) Nothing herein shall be deemed to prevent Tenant from claiming and receiving from the condemning authority, if legally payable, compensation for the taking of Tenant’s own tangible property and such amount as may be payable by statute or ordinance toward Tenant’s damages for Tenant’s loss of business, removal and relocation expenses, as well as any other damages for loss of its Lease (including compensation for any increased rent that Tenant shall incur as a result of relocation) so long as such other amounts do not reduce or in any manner adversely affect Landlord’s entitlement or ability to obtain the amounts to which Landlord would otherwise be entitled as compensation under applicable law.

Condemnation. Each of Landlord 18.1 This Lease and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, term hereof shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. terminate: (a) If (I) if the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, Demised Premises shall be substantially and materially adverse to the business operations of Tenant at the Leased Premisestaken by condemnation, or (IIIb) any means at the option of ingress, egress or access Tenant (exercisable by notice given to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety Landlord within thirty (9030) days after the date of any such Taking has occurredtaking), serve if a material part of the Demised Premises shall be taken in any condemnation proceeding(s); or (c) at the option of Landlord (exercisable by notice given to the Tenant within thirty (30) days after the date of taking) if more than fifteen percent (15%) of the Demised Premises or the Building or the Land shall be taken by condemnation. A taking of a “material part” of the Demised Premises shall mean the condemnation of so much of the Demised Premises (including any exclusive parking) as shall materially and adversely interfere with Tenant’s Termination Notice upon Landlordoperations in the Demised Premises; provided, however, that in the event of any taking of any exclusive parking, the Landlord shall use its best efforts to provide alternative parking of an equal or greater size within the “Industrial Park” in which the Building and the building at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ currently occupied by Tenant, are located in which case this Lease shall terminate on remain in full force and effect as to such remaining portion. 18.2 Upon the Taking Termination Date termination of this Lease in accordance with this Article, rents shall be adjusted as of such termination. The entire condemnation award shall be the sole and exclusive property of Landlord and shall be payable solely to Landlord except any allocations or awards for Tenant’s trade fixtures and moving expenses. Tenant shall not make any claim in any condemnation proceeding for the value of the unexpired portion of the Lease or the term hereof, and waives all right thereto. 18.3 In the event that any portion of the Demised Premises is taken in condemnation and if this Lease is not terminated, then this Lease shall remain in full force and effect as to such remaining portion, except that from and after the effective date of any such taking, Tenant shall be entitled to receive a proportionate reduction in the Fixed and retain Additional Rent required to be paid hereunder in accordance with any reduction in square foot area of the entire awardDemised Premises caused by such taking. In the event that Tenant terminates any portion of Tenant’s exclusive parking is taken in condemnation and if this Lease pursuant to the foregoing sentenceis not terminated, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, then this Lease shall terminate andremain in full force and effect as to such remaining portion. Landlord shall promptly restore the portion of the Demised Premises remaining after such taking to a complete architectural unit. Any restoration by Landlord shall be limited to the basic building structure as demised by Landlord to Tenant as of the Commencement Date, except for those provisions that survive termination, neither and Tenant nor shall have such reasonable time thereof to restore the interior of the Demised Premises to an operational condition with an accompanying abatement of rent during such time. Landlord shall have the right to install, maintain and alter or relocate within the Demised Premises any further obligations hereundergas, water, electric or sewer lines which may be necessary provided that Tenant’s facilities are not materially or adversely affected. 18.4 In the event this Lease is not terminated as aforesaid and Landlord does not restore the Demised Premises within a period of ninety (90) business days after the date of taking, then and in that event, Tenant may, as its sole remedy, have the right to terminate this Lease by notice in writing delivered to Landlord prior to completion of such restoration.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge If more than twenty percent (20%) of the institution gross square footage comprising the Premises as of the Commencement Date is taken or condemned for any proceeding for Condemnationpublic use under any Law or by right of eminent domain, shall notify the other party or by private purchase in lieu thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate (in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15case, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction“Material Taking”), then Tenant mayshall have the right to terminate this Lease by so advising Landlord, not later than in writing (“Taking Termination Notice”), within ninety (90) days after such Taking has occurredof the first date on which Tenant receives written notice of the Material Taking, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on whereupon the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) on the date that possession is required to be surrendered to the applicable authority Tenant states in its Taking Termination Notice (the “Taking Termination Date”), but in no event may such stated Taking Termination Date be later than one hundred eighty (180) days after the date of the delivery of the Taking Termination Notice. Upon such termination dateIf Tenant elects to timely deliver the Taking Termination Notice, there shall be no abatement of Rent prior to the Taking Termination Date. If Tenant fails to timely deliver the Taking Termination Notice, then Tenant shall pay automatically and irrevocably be deemed to have waived its right to terminate this Lease as a result of the Material Taking, whereupon for purposes of this Lease from and after the waiver of the termination option, (a) the Material Taking shall instead be treated as a Partial Taking, as discussed below, and (b) the Award (as defined below) shall be paid in the manner described below. If (i) any portion of the Premises is taken or condemned for any public use under any Law or by right of eminent domain, or by private purchase in lieu thereof, but a Material Taking does not occur; or (ii) all or any portion of any Improvements then located on the Premises is taken or condemned for any public use under any Law or by right of eminent domain, or by private purchase in lieu thereof (in the case of (i) or (ii), a “Partial Taking”), neither Landlord nor Tenant shall have any right to terminate this Lease. In the event of a Material Taking, Landlord shall be entitled to any and all payment, income, rent or award, or any interest therein whatsoever, which may be paid or made in connection with such a taking (“Award”) and Tenant shall (x) have no claim against Landlord for the value of any unexpired portion of this Lease nor (y) have any claim to all or any portion of the Award. Notwithstanding the preceding sentence, however, any compensation specifically and independently awarded to Tenant for loss of business or goodwill, for its personal property or otherwise shall be the property of Tenant, and Tenant shall have the right to separately and independently seek such compensation, so long as any such compensation paid to Tenant does not reduce Landlord’s Award. If a Partial Taking occurs, but such Partial Taking involves and affects only the Premises, without involving or affecting any of the Improvements, then the entire Award shall be paid to Landlord. If a Partial Taking occurs, such Partial Taking affects and involves both the Premises and the Improvements, and the applicable governmental authority either (i) issues a single Award for the Partial Taking, or pays a single purchase price, if the Partial Taking is a purchase in lieu of formal governmental action (for purposes of this Section 18, such a purchase price shall also constitute an Award), and that governmental entity specifies an allocation of the Award between the value of the portion of the Premises taken (to be paid to Landlord) and the value of the portion of the Improvements taken (to be paid to Tenant), or (ii) issues separate and distinct Awards for the value of the Premises and the value of the Improvements taken, respectively, then Landlord and Tenant shall be bound by the determination of that governmental authority and either (1) the Award shall be shared between Landlord and Tenant in accordance with the government-directed allocation of value between Premises and Improvements, or (2) the separate and distinct Awards shall be paid to Landlord (for the value of the Premises taken) and paid to Tenant (for the value of the Improvements taken), and neither Landlord nor Tenant shall have any right to contest the determination of the governmental authorities allocation of the Award (whether by way of a single Award or the issue of two separate and distinct Awards). If, however, a Partial Taking occurs that affects and involves both the Premises and the Improvements, and the applicable governmental authority fails or refuses to either (1) allocate its single Award between value as to the portion of the Premises that is the subject of the Partial Taking and value of the portion of the Improvements that is the subject of the Partial Taking or (2) issue separate and distinct Awards for the portion of the Premises that is the subject of the Partial Taking and the value of the portion of the Improvements that is the subject of the Partial Taking, then Landlord and Tenant shall allocate the single Award between them, as follows: (A) first, the sum of $0.61 per square foot of the Premises so taken shall be paid to Landlord from the Award; and (xB) all accrued second, Landlord shall receive 22.88% and unpaid Basic Tenant shall receive 77.12% of the remainder of the Award. If a Partial Taking occurs (or if a Material Taking occurs, but this Lease is not terminated), then the Rent due hereunder shall be ratably adjusted, effective as of such datethe effective date of the Taking . Such adjustment shall be on a proportionate basis, reducing the annual Base Rent by the percentage that is represented by the fraction in which the numerator is the aggregate number of square feet comprising that portion of the Premises that is the subject of the Taking and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderthe denominator is the aggregate number of square feet comprising the Premises immediately preceding the Taking.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining Seller shall give Purchaser written notice within ten (10) days after Seller has knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises that all or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land Property has been or the Improvements or any means of ingress, egress or access is being condemned prior to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that Closing. If such condemnation is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by nature and extent that would permit Tenant to terminate the Lease pursuant to Section 11.2(b) or Section 11.3 of the Lease (a duly constituted authority or agency having jurisdiction“Material Condemnation”), then Tenant may, not later than ninety within ten (9010) days after the determination that such Taking has occurredcondemnation constitutes a Material Condemnation, serve Purchaser shall either (i) terminate this Agreement in a Tenant’s Termination Notice upon Landlordwritten termination notice delivered to Seller within such ten (10) day period, in which case Title Company shall return the Deposit to Purchaser and no party shall have any further liability or obligation to any other party under this Lease Agreement, except as otherwise provided in Article 5 or Section 17.5; or (ii) proceed with the Closing; and failure to timely deliver such notice shall terminate on constitute Purchaser’s election to proceed with the Taking Termination Date and Landlord shall be entitled to receive and retain the entire awardClosing. In the event that Tenant terminates of a Material Condemnation for which Purchaser does not elect to terminate this Lease pursuant Agreement or a non-Material Condemnation, Seller shall assign all of Seller’s rights to the foregoing sentenceaward to Purchaser, such termination Seller shall not be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered restore the Property but may elect to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay commence to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such datedo so, and (yz) all Additional Rent due there shall be a credit against the Purchase Price equal to the amount of (A) any condemnation award collected by Seller as a result of any such condemnation less (B) any sums expended by Seller toward the restoration of the Property. If the award has not been collected as of the Closing, then such award shall be assigned to Purchaser, and payable on or prior Purchaser shall not receive any credit against the Purchase Price with respect to such date that remains unpaid and upon such payment, this Lease award. The Closing Date shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderbe automatically extended to allow the foregoing notice periods.

Condemnation. Each (a) If all of the Demised Premises is taken or condemned for a public or quasi-public use, this Lease shall terminate as of the earlier of the date title to the condemned real estate vests in the condemnor and the date on which Tenant is deprived of possession of all of the Demised Premises. In such event, the Minimum Rent herein reserved and all Additional Rent and other sums payable hereunder shall be apportioned and paid in full by Tenant to Landlord to that date, all Minimum Rent, Additional Rent and other sums payable hereunder prepaid for periods beyond that date shall forthwith be repaid by Landlord to Tenant, and neither party shall thereafter have any liability hereunder, except that any obligation or liability of either party, actual or contingent, under this Lease which has accrued on or prior to such termination date shall survive. (b) In the event of a taking of "Substantially All of the Demised Premises" (as herein defined), Tenant may, at its option, upon thirty (30) days' written notice to Landlord, which shall be given no later than sixty (60) days following the taking, have the right to terminate this Lease. All Minimum Rent and other sums payable by Tenant hereunder shall be apportioned and paid through and including the date of taking, and neither Landlord nor Tenant shall have any rights in any compensation or damages payable to the other in connection with such condemnation. For purposes of this provision, "Substantially All of the Demised Premises" shall mean (i) so much of the Demised Premises as, when taken, leaves the untaken portion unsuitable, in the reasonable opinion of Tenant and Landlord, for the continued feasible and economic operation of the Demised Premises by Tenant for the same purposes as immediately prior to such taking or as contemplated herein, or (ii) so many of the parking spaces on the Land as reduces the parking ratio below that which is required by the zoning ordinance applicable to the Project, and Landlord's failure to provide substantially similar alternative parking reasonably acceptable to Tenant within sixty (60) days after such taking, or (iii) so much of the Demised Premises that access to the Demised Premises is materially impeded, as reasonably determined by Landlord and Tenant, promptly upon obtaining knowledge . (c) If only part of the institution Demised Premises is taken or condemned for a public or quasi-public use and this Lease does not terminate pursuant to Section 22(b) above, Tenant shall restore, using all reasonable speed and diligence, the Demised Premises to a condition and to a size as nearly comparable as reasonably possible to the condition and size thereof immediately prior to the taking and Landlord, to the extent of any proceeding for Condemnationthe award it receives in excess of the costs of collecting the award and value of the Land taken (herein, the "Net Condemnation Proceeds"), shall notify release the other party thereof and each of Landlord Net Condemnation Proceeds to Tenant for that purpose and Tenant shall be entitled, at its sole cost and expense, have the right to participate in any Condemnation proceeding. Subject proceeding relating to the provisions awarding of this Paragraph 13 restoration damages. Tenant shall not be required to expend more than the Net Condemnation Proceeds disbursed by Landlord in connection with such restoration. There shall be an equitable abatement of the Minimum Rent and Paragraph 15Additional Rent according to the loss of use of the Demised Premises after the taking. Determination of such value of the Demised Premises after a partial taking shall be mutually agreed to by the parties within sixty (60) days from the date of the taking and if the parties can not so agree, then such value shall be determined in accordance with the Dispute Resolution Procedure (as defined in Section 34), with real estate appraisers having at lease ten (10) years experience appraising commercial real estate, including build-to-suit leases, serving as Officials. Pending such determination, Tenant hereby irrevocably assigns shall continue to pay the Minimum Rent and Additional Rent as herein originally specified, and upon such determination, if Tenant is entitled to a refund because of an overpayment of Minimum Rent or Additional Rent, Landlord any award shall make the same promptly, or payment in respect lieu thereof credit the amount thereof to future installments of any Condemnation of the Leased Premises Minimum Rent or any part thereof, except that (except Additional Rent as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Awardthey become due. (ad) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award in any proceeding with respect to any taking provided for in this Section 22, without deduction therefrom for any estate vested in Tenant by this Lease, and Tenant shall receive no part of such award. In Nothing herein contained shall be deemed to prohibit Tenant from making a separate claim, against the event that Tenant terminates this Lease pursuant condemnor, to the foregoing sentenceextent permitted by law, such termination shall be effective upon for the later value of the unamortized tenant improvements (i) installed in accordance with Section 19 at Tenant's expense), Tenant's moveable trade fixtures, machinery and moving expenses, provided that, in any case, the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as making of such date, claim shall not and (y) all Additional Rent due and payable on does not adversely affect or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderdiminish Landlord's award.

Condemnation. Each (a) If L▇▇▇▇▇▇▇ receives notice of the intention of any authority to appropriate, take or condemn any portion of the Premises or the Building for public or quasi-public use under any right of eminent domain, condemnation or other law (collectively, “Taking”), Landlord shall promptly notify Tenant thereof. If the whole of the Premises shall be subject to a Taking, or if such Taking relates to a portion of the Premises that as a result thereof, in Tenant’s judgment, the balance cannot be used for the Permitted Use and with substantially the same utility to Tenant as immediately prior to such Taking, then in either of such events, this Lease shall terminate upon delivery of possession to the condemning authority, and Rent shall be prorated and adjusted as of such date, and any award, compensation or damages (hereinafter sometimes called the “award”) shall be paid to and be the sole property of Landlord whether the award shall be made as compensation for diminution of the value of the leasehold estate or the fee of the Building or otherwise and Tenant hereby assigns to Landlord all of Tenant’s right, title and interest in and to any and all such award. Notwithstanding the foregoing, Tenant shall have the right to recover from the condemning authority, but not from Landlord, such compensation as may be separately awarded to Tenant, promptly upon obtaining knowledge including the right to file a claim for and receive compensation for moving expenses, T▇▇▇▇▇’s alterations and non-movable fixtures and costs or loss of Tenant in removing Tenant’s equipment and inventory, but not for the value of the institution leasehold (“Tenant’s Award”). Tenant shall continue to pay Rent until the Term is terminated. (b) If only a part of any proceeding the Premises shall be subject to a Taking, but the balance of the Premises, in Tenant’s judgment, can still be used for Condemnationthe Permitted Use and with substantially the same utility to Tenant as immediately prior to such Taking, then this Lease shall not terminate and Landlord, at its expense, shall notify repair and restore the Premises and all improvements thereon the remaining parts of the Building directly affecting the Premises, with reasonable diligence, so as to constitute a complete and tenantable Premises, except that Landlord shall not hereby be required to expend for repair and restoration any sum in excess of the award, provided that in the event of the failure of Landlord to so repair and restore the Premises and all improvements thereon to a complete and tenantable Premises Tenant shall have the right to terminate this Lease. Any portion of the award which has not been expended by Landlord for such repairing or restoration shall be retained by Landlord as Landlord’s sole property. Base Rent and Additional Rent shall be equitably abated following delivery of partial possession to the condemning body. In addition, Base Rent and Additional Rent shall be abated during any period in which the business operations in the Premises are ceased for Landlord’s restoration. Notwithstanding the foregoing if fifty percent (50%) or more of the Building or the Premises shall be so taken or condemned, then either Landlord or Tenant shall have the right to terminate this Lease by giving written notice to the other party thereof and each within sixty (60) days after such taking. In such event, the award shall be paid to or be the sole property of Landlord and Landlord. Notwithstanding the foregoing, Tenant shall have the right to recover from the condemning authority, but not from Landlord, T▇▇▇▇▇’s Award. (c) If the temporary use or occupancy shall be lawfully taken by condemnation or in any other manner for any public or quasi-public use or purpose during the Term, Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed set forth, to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material receive that portion of the Land or award for such taking which represents compensation for the Improvements or any means use and occupancy of ingressthe Premises and, egress or access to if so awarded, for the Leased Premisestaking of Tenant's property and for moving expenses, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain that portion which represents reimbursement for the entire awardcost of restoration of the Premises. In the event that Tenant terminates this This Lease pursuant to the foregoing sentence, such termination shall be effective upon and remain unaffected by such taking, except Base Rent and Additional Rent shall be abated during the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as period of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereundertemporary taking.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge (a) Borrower shall give Lender prompt notice of the institution actual or threatened commencement of any condemnation or eminent domain proceeding for Condemnationand shall deliver to Lender copies of any and all papers served in connection with such proceedings. If less than 25% of the land constituting the Property is taken, shall notify then the other party thereof net amount of all awards and each of Landlord and Tenant payments received by Lender with respect to such taking shall be entitledheld in a segregated account (the "Net Awards Account") and invested in an Eligible Investment. Lender shall be entitled to deduct from the condemnation award all of its administrative costs and expenses incurred in connection with investing and collecting such condemnation award and the balance, if any, (hereinafter referred to as the "Net Award"), will be disbursed by ▇▇▇▇▇▇ to pay for the costs and expenses of the Condemnation Restoration (hereinafter defined), provided (i) Borrower is not in default under this Security Instrument, the Note or any of the Other Security Documents, (ii) Borrower proceeds promptly after the making of any award of payment for such taking with the restoration, replacement, rebuilding or repair of the Property as nearly as possible to the condition the Property was in immediately prior to such taking (the "Condemnation Restoration"), (iii) the Condemnation Restoration shall be done in compliance with all applicable laws, rules and regulations, and, following the Condemnation Restoration, the Property shall be permitted under all applicable zoning laws to be used for, and shall continue to be used for, all purposes associated with multi-family residences, (iv) a set of plans and specifications in connection with the Condemnation Restoration shall be submitted to Lender and shall be satisfactory to Lender in all respects, (v) Borrower shall have reimbursed Lender for all costs and expenses incurred by Lender in connection with making the Net Award available for the Condemnation Restoration of the Property, including, without limitation, counsel fees, inspecting engineer fees and appraisal fees incurred by ▇▇▇▇▇▇, (vi) rental loss proceeds are available to offset in full any loss in rents throughout the Condemnation Restoration and a reasonable lease-up period following the completion of the Condemnation Restoration, and (vii) in the opinion of Lender the Condemnation Restoration of the Property can be completed within one (1) year after the taking and at its sole cost least one (1) year prior to the maturity date of the Note. (b) The Net Award shall be held in trust by ▇▇▇▇▇▇ in the Net Awards Account and expenseshall be paid by Lender or a Depository designated by Lender to, or as directed by, Borrower from time to participate time during the course of the Condemnation Restoration, upon receipt of evidence satisfactory to Lender, that (i) all materials installed and work and labor performed (except to the extent they are to be paid for out of the requested payment) in connection with the Condemnation Restoration have been paid for in full, (ii) there exist no notices of intention, mechanics' or other liens or encumbrances on the Property arising out of the Condemnation Restoration, and (iii) the balance of the Net Award plus the balance of any Condemnation proceeding. Subject deficiency deposits given by Borrower to Lender or Depositary pursuant to the provisions of this Paragraph 13 paragraph hereinafter set forth shall be sufficient to pay in full the balance of the cost of the Condemnation Restoration. (c) Notwithstanding anything to the contrary contained herein, Lender shall not be obligated to make the Net Award available for the Condemnation Restoration of the Property unless the principal balance of the Note after the completion of the Condemnation Restoration (assuming the amount of the Net Award received by ▇▇▇▇▇▇ in excess of the cost of the Condemnation Restoration as estimated by ▇▇▇▇▇▇ is applied to the prepayment of the Note) will be sufficient to cause (i) the Debt Service Coverage Ratio applicable to the Property immediately following the Condemnation Restoration to be not less than 1.2 to 1.0 and Paragraph 15(ii) in the event of any Condemnation Restoration involving Net Award of more than $250,000.00, Tenant hereby irrevocably assigns the ratio of (a) the then outstanding principal balance of the Note to Landlord (b) the appraised value of the Property after completion of the Condemnation Restoration (as determined by an independent third-party appraiser holding an MAI designation and having a national practice and at least ten (10) years real estate experience appraising properties of a similar nature and type as the Property) to be equal to or less than the Minimum Loan to Value Ratio. (d) Notwithstanding anything to the contrary contained herein, if the Net Award shall be less than $50,000.00, only one such disbursement shall be required upon the completion of the Condemnation Restoration to the satisfaction of Lender. If the Net Award shall be $50,000.00 or more, Lender shall disburse the Net Award as provided above, however, in no event shall Lender be required to disburse such Net Award, or any portion thereof, more often than once every thirty (30) days. If at any time the Net Award, or the undisbursed balance thereof, shall not, in the opinion of ▇▇▇▇▇▇, be sufficient to pay in full the balance of the cost of Condemnation Restoration, Borrower shall deposit such deficiency with Lender or Depository before any further disbursement of the Net Award shall be made. (e) Notwithstanding anything to the contrary contained herein, any taking by any public or quasi public authority through eminent domain or otherwise (including but not limited to any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for in the Note and in this Security Instrument and the Debt shall not be reduced until any award or payment therefor shall have been actually received and applied in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in accordance with this Lease paragraph 6. Lender shall not be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access limited to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate interest paid on the Taking Termination Date and Landlord award by the condemning authority but shall be entitled to receive out of the award interest at the rate or rates provided herein and retain in the entire award. In Note. (f) Any amount of the event that Tenant terminates this Lease Net Award received by ▇▇▇▇▇▇ and not required to be disbursed for the Condemnation Restoration pursuant to the foregoing sentence, such termination shall be effective upon the later provisions of (i) the Termination Date this paragraph hereinabove set forth may be retained and applied by ▇▇▇▇▇▇ to the discharge of the Debt, whether or not then due and payable, in such Termination Notice priority and (ii) proportions as Lender in its discretion shall deem proper. If the date that possession Property is required sold through foreclosure or otherwise prior to the receipt by Lender of such award or payment, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive such award or payment or a portion thereof sufficient to pay the Debt, whichever is less. Borrower shall file and prosecute its claim or claims for any such award or payment in good faith and with due diligence and cause the same to be surrendered collected and paid over to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such dateLender, and (y) Borrower hereby irrevocably authorizes and empowers Lender, in the name of Borrower or otherwise, to collect and receipt for any such award or payment and to file and prosecute such claim or claims, and although it is hereby expressly agreed that the same shall not be necessary in any event, Borrower shall upon demand of Lender make, execute and deliver any and all Additional Rent due assignments and payable on other instruments sufficient for the purpose of assigning any such award or prior payment to such date that remains unpaid Lender, free and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have clear of any further obligations hereunderencumbrances of any kind or nature whatsoever.

Condemnation. Each of Landlord and Tenant, (a) Oneida shall promptly upon obtaining knowledge give Mortgagee written notice of the institution actual or threatened commencement of any condemnation or eminent domain proceeding for (a "Condemnation") and shall deliver to Mortgagee copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, Oneida, regardless of whether an Award (hereinafter defined) is available, shall notify promptly proceed to restore, repair, replace or rebuild the other party thereof same to the extent practicable to be of at least equal value and each of Landlord substantially the same character as prior to such Condemnation, all to be effected in accordance with applicable law. (b) Mortgagee is hereby irrevocably appointed as Mortgagor's attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and Tenant shall be entitledretain any award or payment ("Award") for any taking accomplished through a Condemnation (a "Taking") and to make any compromise or settlement in connection with such Condemnation, at its sole cost and expense, to participate in any Condemnation proceeding. Subject subject to the provisions of this Paragraph 13 Mortgage. Notwithstanding any Taking by any public or quasi-public authority (including, without limitation, any transfer made in lieu of or in anticipation of such a Taking), Oneida shall continue to pay the Indebtedness at the time and Paragraph 15in the manner provided for in the Notes, Tenant hereby irrevocably assigns and the Indebtedness shall not be reduced unless and until any Award shall have been actually received and applied by Mortgagee to Landlord expenses of collecting the Award and by Secured Parties to the discharge of the Indebtedness. Mortgagor shall cause any award or payment in respect Award that is payable to Mortgagor to be paid directly to Mortgagee. (c) In the event of any Condemnation where the Award is in an aggregate amount less than $500,000, and if, in the reasonable judgment of Mortgagee, the Mortgaged Property can be restored within six (6) months and prior to the maturity of the Leased Premises or Notes to an economic unit not less valuable and not less useful than the same was prior to the Condemnation, and after such restoration will adequately secure the outstanding balance of the Indebtedness, then, if no Event of Default shall have occurred and be then continuing, the proceeds of the Award (after reimbursement of any part thereof, except that (except as hereinafter providedexpenses incurred by Mortgagee) nothing in this Lease shall be deemed applied to assign reimburse Oneida for the cost of restoring, repairing, replacing or rebuilding the Mortgaged Property or part thereof subject to Landlord any Tenant’s AwardCondemnation, in the manner set forth below. Oneida hereby covenants and agrees to commence and diligently to prosecute such restoring, repairing, replacing or rebuilding; provided always, that Oneida shall pay all costs (and if required by Mortgagee, Oneida shall deposit the total thereof with Mortgagee in advance) of such restoring, repairing, replacing or rebuilding in excess of the Award made available pursuant to the terms hereof. (ad) Except as provided above, the Award collected upon any Condemnation shall, at the option of Mortgagee in its sole discretion, be applied to the payment of the Indebtedness or applied towards the cost of restoring, repairing, replacing or rebuilding the Mortgaged Property or part thereof subject to the Condemnation, in the manner set forth below. If the Mortgaged Property is sold, through foreclosure or otherwise, prior to the receipt by Mortgagee of such Award, Mortgagee shall have the right, whether or not a deficiency judgment shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of said Award sufficient to pay the Indebtedness. (Ie) In the entire Leased Premisesevent Oneida is entitled to payment of the Award received by Mortgagee, such proceeds shall be disbursed from time to time upon Mortgagee being furnished with (1) evidence satisfactory to it of the estimated cost of completion of the restoration, repair, replacement and rebuilding resulting from such condemnation, (II2) a material portion funds or, at Mortgagee's option, assurances satisfactory to Mortgagee that such funds are available, sufficient in addition to the proceeds of the Land or Award to complete the Improvements or proposed restoration, repair, replacement and rebuilding, and (3) such architect's certificates, waivers of lien, contractor's sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of costs, payment and performance as Mortgagee may reasonably require and approve; and Mortgagee may, in any means event, require that all plans and specifications for such restoration, repair, replacement and rebuilding be submitted to and approved by Mortgagee prior to commencement of ingress, egress or access work. No payment made prior to the Leased Premisesfinal completion of the restoration, repair, replacement and rebuilding shall exceed ninety percent (90%) of the value of the work performed from time to time; funds other than proceeds of the Award shall be disbursed prior to disbursement of such proceeds; and at all times, the loss undisbursed balance of which even after restoration wouldsuch proceeds remaining in hands of Mortgagee, in Tenant’s reasonable business judgment, be substantially and materially adverse together with funds deposited for that purpose or irrevocably committed to the business operations satisfaction of Tenant at the Leased Premises, Mortgagee by or (III) any means on behalf of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining Mortgagor for that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretionpurpose, shall be subject at least sufficient in the reasonable judgment of a Taking Mortgagee to pay for the costs of completion of the restoration, repair, replacement or rebuilding, free and clear of all liens or claims for lien. Any surplus which may remain out of the Award received by a duly constituted authority Mortgagee after payment of such costs of restoration, repair, replacement or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlordrebuilding shall, in which case this Lease shall terminate on the Taking Termination Date sole and Landlord shall absolute discretion of Mortgagee, be entitled retained by Mortgagee and applied to receive and retain payment of the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderIndebtedness.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge Section 14.01 If the whole of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant Demised Premises shall be entitled, at its sole cost and expense, to participate taken in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such paymentcondemnation, this Lease shall terminate andupon the vesting of title in the condemnor and all rent and other charges paid or payable by Tenant shall be apportioned as of the date of vesting of title in such condemnation proceeding. Section 14.02 If more than thirty five percent (35%) of the Demised Premises, or fifty percent (50%) of the Demised Premises if the condemnation is by the City of New York or any other government entity at the City’s request, as the case may be, shall be so taken in condemnation, then Tenant may either terminate this Lease as to the remainder of the Demised Premises on thirty (30) days’ written notice to Landlord or remain in possession of the remaining portion of the Demised Premises under all of the terms, conditions and covenants of this Lease, except that the rent thereafter shall be apportioned and reduced from the date of each such partial taking to the amount equal to the product of the dollar amount of rent payable on such date and the number of square feet in the part remaining. The portion of the proceeds of any award for those provisions partial taking allocable to the Demised Premises shall be applied by Landlord to the repair, restoration or replacement of the remaining Demised Premises, and if there be any surplus, it shall belong to the Landlord. Said repairs, restoration or replacement of the remaining Demised Premises shall be completed within nine (9) months of the aforesaid taking in condemnation (subject to Force Majeure and Tenant Delay), pursuant to plans and specifications approved by the occupying agency and D&PM., which approval shall not be withheld if the plans and specifications, in D&PM’s and the occupying agency’s reasonable opinion, specify restoration of the Demised Premises to the substantially similar condition (including any Landlord’s Work and Tenant’s Work that survive terminationwere already completed in accordance with the terms of this Lease) as prior to the taking. In the event said repairs, neither restoration or replacement are not completed within said nine (9) months period, Tenant, in addition to any other remedy it may have, may either (i) terminate this Lease on thirty (30) days written notice, or (ii) perform said repairs, restoration and replacement and deduct the actual and reasonable cost thereof from any rent which may be due and payable under this Lease. Section 14.03 Tenant nor Landlord shall have be entitled to an award for the value of the improvements and fixtures made or paid for by Tenant upon that part of the Demised Premises taken in condemnation, provided it does not reduce Landlord’s award. Tenant shall also be entitled to an award for the unexpired term of this Lease for the Demised Premises taken, unless the condemnation is by the City of New York or by any further obligations hereunderother governmental entity at the City’s request.

Condemnation. Each of Landlord and Tenant, promptly (A) Immediately upon obtaining knowledge of the institution commencement or threat of any proceeding for action in connection with (1) any condemnation, (2) any other taking of the Property or any part thereof by any public authority or private entity having the power of eminent domain, or (3) any conveyance in lieu of such condemnation or taking of the Property or any part thereof ("Condemnation"), Mortgagor shall notify Mortgagee in writing but in no event later than ten (10) days after Mortgagor obtains knowledge of the other party thereof and each commencement of Landlord and Tenant or threat or likelihood of a Condemnation. Mortgagee shall be entitledhave the right, at its sole cost and expensebut not the obligation, to participate in any proceedings relating to any Condemnation proceeding. Subject and may, in its sole discretion, consent or withhold its consent to any settlement, adjustment, or compromise of any claims arising from the Condemnation and no such settlement, adjustment or compromise shall be final or binding upon Mortgagee without Mortgagee's prior consent. (B) Except as expressly provided in Section 1.03(C), if all or part of the Property is taken by Condemnation and Mortgagee in its reasonable judgment determines that the remainder of the Property, if any, cannot be operated as an economically viable entity at substantially the same level of operations as immediately prior to such Condemnation, then all proceeds of the Condemnation ("Condemnation Proceeds") shall be paid over to Mortgagee and shall be applied first toward reimbursement of the costs and expenses (including reasonable attorneys' and paralegals' fees) of Mortgagee, if any, in connection with the recovery of such Condemnation Proceeds, and then, in the sole and absolute discretion of Mortgagee and without regard to the provisions adequacy of its security under this Paragraph 13 Mortgage, shall be applied against all amounts due hereunder or under the Note and Paragraph 15any remaining Condemnation Proceeds shall be released to Mortgagor. Partial prepayment of the Note under this Section 1.03(B) with Condemnation Proceeds shall not be subject to the Prepayment Premium; however, Tenant hereby irrevocably assigns such partial prepayment shall not entitle Mortgagor to Landlord any award prepay the portion of the Note remaining unpaid after application of the Condemnation Proceeds. Full or payment partial prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. (C) If less than all of the Property is taken by Condemnation and Mortgagee in respect its reasonable judgment determines that the remainder of the Property can be operated as an economically viable entity at substantially the same level of operations as immediately prior to such Condemnation, then Mortgagor shall diligently restore the Property to a condition and use as close as possible to its condition immediately prior to the Condemnation and all Condemnation Proceeds shall be made available to Mortgagor for such restoration. If the estimated cost of restoration, as reasonably determined by Mortgagee, is equal to or less than One Hundred Fifty Thousand Dollars ($150,000), all Condemnation Proceeds shall be released directly to Mortgagor for restoration of the Property. If the estimated cost of restoration exceeds One Hundred Fifty Thousand Dollars ($150,000), all Condemnation Proceeds shall be deposited into an escrow fund in accordance with Section 1.05 below. Mortgagee shall have the right to obtain an opinion of an independent contractor or engineer satisfactory to Mortgagee, at Mortgagor's expense, to estimate the cost to restore the remaining portion of the Property. If the amount of the Condemnation Proceeds is not sufficient to restore the Property based on the opinion of an independent contractor or engineer, subject to revision as restorations are made, Mortgagor shall be obligated to pay the difference toward the restoration of the Property, prior to the disbursement of any Condemnation of Proceeds to, or for the Leased Premises or any part thereofaccount of, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s AwardMortgagor. (aD) If (I) an Event of Default exists at any time from the entire Leased Premisestime of a Condemnation through the completion of restoration and payment of any Condemnation Proceeds, (II) a material portion the use of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, Condemnation Proceeds shall be subject of a Taking governed by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date remedies set forth in Article III below. If an event has occurred which with notice, the passage of time, or both, could become an Event of Default, then, the Condemnation Proceeds shall be held by Mortgagee or in the Escrow Fund (as defined below), as applicable, pending cure of such Termination Notice and (ii) the date that possession is required to be surrendered event prior to the expiration of any applicable authority (cure or grace period. The application of any Condemnation Proceeds to the “Taking Termination Date”). Upon such termination dateindebtedness secured hereby shall not cure or waive any Event of Default hereunder, Tenant shall pay or invalidate any act done pursuant to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereundernotice thereof.

Condemnation. Each In the event that a portion of Landlord the Premises is taken by condemnation or right of eminent domain or conveyed in lieu thereof or taken in any other manner, whether permanently or temporarily, (a “Partial Condemnation”), then (a) subject to Tenant’s right to terminate the lease pursuant to the immediately succeeding sentence, this Lease and Tenant, promptly upon obtaining knowledge ’s right to possession of the institution portion of any proceeding for Condemnation, the Premises not subject to the Partial Condemnation shall notify the other party thereof continue unabated; and each of (b) Landlord and Tenant shall be entitledshall, at its Landlord’s sole cost and expense, promptly commence and diligently prosecute to participate completion all work of restoration, reconstruction and repair necessary to restore any such remainder of the Premises to a complete architectural unit as nearly like its condition prior to such Partial Condemnation as shall be practicable; provided, however, that if the damages or compensation awarded in connection with such Partial Condemnation is not sufficient to cover such restoration, reconstruction and repair, then Landlord and Tenant will discuss in good faith commercially reasonable mechanisms to comply with the terms of the Agreements. In the event of a Partial Condemnation after the occurrence of a Rent Triggering Event, then Tenant shall have the option, in his sole and absolute discretion, to (i) terminate this Lease if the Partial Condemnation renders more than fifty percent (50%) of the Premises or twenty-five percent (25%) of the Mansion permanently unusable, or (ii) reduce his payment of fair market rent pursuant to Section 3 pro-rata in accordance with the ratio that the fair market value of the portion of the Premises subject to the Partial Condemnation bears to the fair market value of the whole of the Premises. In the event that all of the Premises are taken by condemnation or right of eminent domain or conveyed in lieu thereof or taken in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15other manner (a “Total Condemnation” and, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter providedcollectively with a “Partial Condemnation” a “Taking”) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and terminate. Landlord shall be entitled to receive all damages or compensation awarded in connection with a Taking, provided that that (A) Tenant’s payment of rent shall be abated as set forth in this Section 11.1, and retain (B) Tenant shall have the entire award. In right to file against the event governmental authority that effectuated the Taking any separate claim available to Tenant, including without limitation a claim for compensation for the (1) taking of Tenant’s personal property and any fixtures belonging to Tenant terminates this Lease and removable by Tenant upon expiration of the Term pursuant to the foregoing sentenceterms of this Lease, such termination shall be effective upon (2) moving expenses, (3) damages for the later loss or interruption of (i) use of the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such datePremises, and (y4) all Additional Rent due and payable on or prior to such the unamortized cost of the improvements made after the date that remains unpaid and upon such payment, of this Lease shall terminate and, except to the extent paid for those provisions that survive termination, neither by Tenant nor Landlord shall have any further obligations hereunderfrom Tenant’s own funds and not by Landlord.

Condemnation. Each of Landlord and Tenant12.1 If, promptly upon obtaining knowledge during the Term, the entire Premises or the Building, or such portion thereof as Landlord, in its reasonable discretion, determines would render the Premises or the Building unusable, shall be taken as the result of the institution exercise of the power of eminent domain or conveyed under threat thereof (hereinafter referred to as the "Proceedings"), this Lease and all right, title and interest of Tenant hereunder shall terminate on the earlier of taking of possession by the condemning authority or the date of vesting of title pursuant to such Proceedings. The entire condemnation award for the Premises shall be payable to Landlord without any proceeding deduction for Condemnationthe value of Tenant's leasehold estate; provided, however, that Tenant shall be entitled to such award as may be allowed for such trade fixtures and other personal property of Tenant as Tenant has a right to remove at the expiration of this Lease as provided hereunder, as well as any relocation expenses to which Tenant is entitled under applicable law. 12.2 If during the Term, less than the entire Premises or the Building shall be taken, but such taking, in Landlord's reasonable judgment, shall notify not render the other party thereof and each Premises or the Building unusable, this Lease, upon the earlier of taking of possession by the condemning authority or vesting of title in the Proceedings, shall terminate as to the parts so taken. Landlord and Tenant shall each be entitledentitled to awards for damages as set forth in Section 12.1. If this Lease is not terminated following such a condemnation or taking, at its sole cost Landlord, as soon as reasonably practicable after such condemnation or taking and expensethe termination and payment of Landlord's award on account thereof, shall expend as much as may be necessary of the net amount which is awarded to Landlord and released by Mortgagee, if any, in restoring, to participate the extent originally constructed by Landlord (consistent, however, with zoning laws and building codes then in existence), so much of the Premises as was originally constructed by Landlord to an architectural unit as nearly like its condition prior to such taking as shall be practicable. Should the net amount so awarded to Landlord be insufficient, in the reasonable estimate of Landlord, to cover the cost of restoring the Premises and the Building, Landlord may, but shall have no obligation to, supply the amount of such insufficiency and restore the Premises to such an architectural unit, with all reasonable diligence, or Landlord may terminate this Lease by giving notice to Tenant within a reasonable time after Landlord has determined the estimated net amount which may be awarded to Landlord and the estimated cost of such restoration. If the net amount so awarded is insufficient to restore the Premises and the Building and should Landlord elect not to pay the insufficiency, Landlord shall, prior to electing to terminate this Lease, notify Tenant, in writing, of the amount of such deficiency and Tenant shall have fifteen (15) days after receiving Landlord's notice within which to advise Landlord, in writing, whether or not Tenant elects to pay such insufficiency and, if so, to simultaneously deliver to Landlord a check in payment of the amount of the insufficiency. If Tenant does not timely elect and pay to Landlord the amount of such insufficiency, this Lease shall terminate immediately. 12.3 In the event of any Condemnation proceeding. Subject to the provisions termination of this Paragraph 13 and Paragraph 15Lease, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord a result of any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination dateProceedings, Tenant shall pay to Landlord all Rent and all other charges payable hereunder with respect to that portion of the sum of (x) all accrued and unpaid Basic Rent as Premises so taken, apportioned to the date of such date, and (y) all Additional Rent due and payable on or prior termination. 12.4 If Landlord does not elect to such date that remains unpaid and upon such payment, terminate this Lease in the event of a partial taking of the Premises or the Building, the Rent payable hereunder during the period from and after the earlier of the taking of possession by the condemning authority and the date of vesting of title in such Proceedings through to the expiration or termination of this Lease (as the Term may be extended) shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderabate and be diminished in proportion to the reduction in rentable ar▇▇ ▇▇ the Premises by reason of the condemnation or taking.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If the whole, or any part of the Premises shall be taken by any public, or quasi-public authority under any statute or by power or right of eminent domain, the Term shall cease on that part of the Premises so taken or conveyed (Ihereinafter referred to as the "Condemned Portion") from the day the possession of the Condemned Portion shall be taken by the condemning authority. Unless this Lease is cancelled as hereinafter provided, the Fixed Base Rent provided for herein commencing with the date possession is acquired by the condemning authority, shall be reduced in proportion to the amount of the Premises taken. If less than the entire Leased PremisesPremises shall be taken by such condemning authority, and in the event, and only in the event, that the remainder of the Premises not so taken is not, in Landlord's judgment, reasonably fit or suited to being used by Tenant to enable Tenant to discharge and satisfy the purposes for which the Premises are leased hereunder to Tenant and to carry on its business therein, Tenant, provided that Tenant is not in default under this Lease, may in such event terminate this Lease as to the remainder of the Premises by giving written notice to Landlord not later than fifteen (II15) days after the vesting of title in the condemning authority or the date possession of the Condemned Portion shall be taken by the condemning authority, whichever shall first occur, specifying as the date of termination a material date not later than thirty (30) days after the giving of such notice. Upon the date specified in such notice, the Term and all right, title, and interest of Tenant hereunder shall cease and come to an end, provided Tenant is not in default under this Lease on such date, and Fixed Base Rent, Percentage Rent and other charges shall be apportioned as of the date of such termination. (b) If less than the entire Premises shall be taken by such condemning authority and this Lease is not terminated as hereinabove provided, Landlord covenants and agrees at Landlord's cost and expense to restore that portion of the Land or the Improvements or any means of ingress, egress or access Premises no so taken to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlordcomplete architectural unit, in which case this Lease event (i) the Fixed Base Rent shall terminate on be reduced by an amount based upon the Taking Termination Date proportion which the square feet of usable floor space of the Premises, including space occupied by interior walls and columns remaining after the taking, bears to the total floor space of the Premises prior to the taking, and (ii) the Base Sales Amount of Gross Sales in excess of which Percentage Rent shall be due and payable as provided in Section 3, paragraph (c) shall be reduced by the same percentage as the percentage of reduction in usable floor space in the Premises after restoration thereof. In the event Landlord is obligated to restore the Premises to a complete architectural unit as above provided, Landlord shall not be required to spend for such work an amount in excess of the amount received by Landlord as damages for the part of the Premises so taken, less any amount paid to Landlord's mortgagee from such award. (c) The entire compensation award for any taking shall belong to and be the property of Landlord, including, but not limited to, all damages as comprehensive for diminution in value of the leasehold, reversion, and fee, without any deduction therefrom for any present or future estate of Tenant, and Tenant hereby assigns such award to landlord, except that Tenant shall be entitled to receive such portion thereof as may be allocated to compensation paid for Tenant's trade fixtures and retain the entire award. In the event cost of removal of stock, provided that Tenant terminates so proves in any such condemnation proceeding. (d) Anything in this Lease pursuant Section 16 to the foregoing sentencecontrary notwithstanding, such termination if a portion of the Premises shall be effective upon taken by any public or quasi-public authority under the later power of (i) eminent domain, the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderthe option of terminating this Lease as of the date of vesting of title in the condemning authority by written notice to Tenant given within fifteen (15) days after vesting of title in the condemning authority, in which event Landlord shall make a proportionate refund to Tenant of such rent as may have been paid in advance. (e) For the purpose of this Section 16 a sale to such public or quasi-public authority under threat of condemnation shall constitute a vesting of title and shall be construed as a taking by such condemning authority.

Condemnation. Each of Landlord If a Major Condemnation occurs, this Agreement shall terminate, and Tenantno Party shall have any claims, promptly upon obtaining knowledge rights, obligations, or liabilities towards any other Party arising after termination, other than as provided for herein. If a Minor Condemnation occurs or the use or occupancy of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises Project or any part thereofthereof is temporarily requisitioned by a civil or military governmental authority, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. then (a) If this Agreement shall continue in full force and effect; (Ib) the entire Leased Premises, (II) a material portion of the Land or the Improvements or Developer shall promptly perform all Restoration required in order to repair any means of ingress, egress or access physical damage to the Leased PremisesProject caused by the Condemnation, and to restore the loss of which even after restoration wouldProject, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations extent reasonably practicable, to its condition immediately before the Condemnation. If a Minor Condemnation occurs, any Proceeds in excess of Tenant at the Leased PremisesForty Million Dollars ($40,000,000) will be and are hereby, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress extent permitted by applicable law and egress agreed to by the condemnor, assigned to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking withdrawn and paid into an escrow account to be created by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety an escrow agent (90the “Escrow Agent”) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of selected by (i) the Termination Date set forth in such Termination Notice and first Mortgagee if the Project is encumbered by a first Mortgage; or (ii) Developer and the date that possession City in the event there is required no first Mortgagee, within ten (10) days of when the Proceeds are to be surrendered made available. If Developer or the City for whatever reason cannot or will not participate in the selection of the Escrow Agent, then the other party shall select the Escrow Agent. Nothing herein shall prohibit the first Mortgagee from acting as the Escrow Agent. This transfer of the Proceeds, to the extent permitted by applicable authority law and agreed to by the condemnor, shall be self-operative and shall occur automatically upon the availability of the Proceeds from the Condemnation and such Proceeds shall be payable into the escrow account on the naming of the Escrow Agent to be applied as provided in this Section 10.4. If the City or Developer are unable to agree on the selection of an Escrow Agent, either the City or Developer may apply to the Superior Court Department of the Trial Court of the Commonwealth sitting in the Hampden County Hall of Justice in the City for the appointment of a local bank having a capital surplus in excess of Two Hundred Million Dollars ($200,000,000) as the “Taking Termination Date”Escrow Agent. The Escrow Agent shall deposit the Proceeds in an interest-bearing escrow account and any after tax interest earned thereon shall be added to the Proceeds. The Escrow Agent shall disburse funds from the Escrow Account to pay the cost of the Restoration in accordance with the procedure described in Section 10.2(b), (c) and (d). Upon such termination dateIf the cost of the Restoration exceeds the total amount of the Proceeds, Tenant Developer shall pay be responsible for paying the excess cost. If the Proceeds exceed the cost of the Restoration, the Escrow Agent shall distribute the excess Proceeds, subject to Landlord the sum rights of the Mortgagees. Nothing contained in this Section 10.4 shall impair or abrogate any rights of Developer against the condemning authority in connection with any Condemnation. All fees and expenses of the Escrow Agent shall be paid by Developer. Notwithstanding the foregoing the obligation to proceed with Restoration shall be conditioned on the existence of a remaining term of the Category 1 license issued by the Commission of not less than five (x5) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderyears.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If there shall be a total taking of the Land and/or the Building in condemnation proceedings or by any right of eminent domain, this Lease and the term and estate hereby granted with respect to the Premises shall terminate as of the date of taking of possession by the condemning authority and all Rent shall be prorated and paid as of such termination date. If there shall be a taking of any material (Iin Landlord’s reasonable judgment) the entire Leased Premises, (II) a material portion of the Land and/or Building (whether or not the Improvements Premises or any means portion thereof are affected by such taking), then Landlord may terminate this Lease and the term and estate granted hereby by giving notice to Tenant within sixty (60) days after the date of ingress, egress or access to taking of possession by the Leased Premises, condemning authority. If there shall be a taking of the loss Premises of which even after restoration would, such scope (but in no event less than 25% thereof) that the untaken part of the Premises would in Tenant’s reasonable business judgment, judgment be substantially and materially adverse to no longer suited for the business operations purposes set forth in Article 2 of Tenant at the Leased Premisesthis Lease, or (III) any Tenant no longer has reasonable means of ingress, egress or access to such Premises then Tenant may terminate this Lease and the Leased term and estate granted hereby by giving notice to Landlord 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, then this Lease and the term and estate granted hereby shall terminate as of the date of such notice and all Rent shall be prorated and paid as of such termination date. In the event of a taking of the Premises which does not result in at least one method the termination of ingress this Lease (i) the term and egress estate hereby granted with respect to the taken part of the Premises shall terminate as of the date of taking of possession by the condemning authority and all Rent shall be appropriately abated for the period from such date to the Expiration Date and (ii) Landlord shall with reasonable diligence restore the remaining portion of the Premises (exclusive of Tenant’s Property) as nearly as practicable to its condition prior to such taking. (b) In the event of any taking of all or a part of the Building, Landlord shall be entitled to receive the entire award in the condemnation proceeding, including any award made for the value of the estate vested by this Lease in Tenant or any value attributable to the unexpired portion of the Term, and Tenant hereby assigns to Landlord any and all right, title and interest of Tenant now or hereafter arising in or to any such award or any part thereof, and Tenant shall be entitled to receive no part of such award; provided, however, that nothing shall preclude Tenant from intervening in any such condemnation proceeding to claim or receive from the Leased Premises remaining that is sufficient for condemning authority any compensation to which Tenant may otherwise lawfully be entitled in such case in respect of Tenant’s use thereof Property, Tenant’s Alterations, Betterments or Improvements (except to the extent such Alterations constitute property which is, or at the expiration of the Term, becomes Landlord’s property) or moving expenses, provided the same does not include any value of the estate vested by this Lease in Tenant or of the unexpired portion of the Term and that meets does not reduce the award available to Landlord or materially delay the payment thereof. (c) If all existing Legal Requirements, as determined by Tenant in its reasonable discretion, or any part of the Premises shall be subject taken for a limited period, Tenant shall be entitled, except as hereinafter set forth, to that portion of a Taking by a duly constituted authority or agency having jurisdictionthe award for such taking which represents compensation for the use and occupancy of the Premises, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a for the taking of Tenant’s Termination Notice upon Property, Tenant’s Alterations (except to the extent such Alterations constitute property which is, or at the expiration of the Term, becomes Landlord’s property) or for moving expenses, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive the remainder, including that portion which represents reimbursement for the cost of restoration of the Premises. This Lease shall remain unaffected by such taking and retain Tenant shall remain responsible for all of its obligations under this Lease to the entire awardextent such obligations are not affected by such taking and shall continue to pay in full all Rent when due. If the period of temporary use or occupancy shall extend beyond the Expiration Date, that part of the award which represents compensation for the use and occupancy of the Premises shall be apportioned between Landlord and Tenant as of the Expiration Date. Any award for temporary use and occupancy for a period beyond the date to which the Rent has been paid shall be paid to, held and applied by Landlord as a trust fund for payment of the Rent thereafter becoming due. (d) In the event that Tenant terminates of any taking which does not result in termination of this Lease pursuant to the foregoing sentenceLease, such termination shall be effective upon the later of (i) Landlord, whether or not any award shall be sufficient therefor, shall proceed with reasonable diligence to repair the Termination Date set forth in such Termination Notice remaining parts of the Building and the Premises (other than those parts of the Premises which constitute Tenant’s Property) to substantially their former condition to the extent that the same may be feasible (subject to reasonable changes which Landlord deems desirable) and so as to constitute a complete and rentable Building and Premises and (ii) Tenant, whether or not any award shall be sufficient therefor, shall proceed with reasonable diligence to repair the date that possession is required remaining parts of the Premises which constitute Tenant’s Property, to be surrendered substantially their former condition to the applicable authority (extent that the “Taking Termination Date”). Upon such termination datesame may be feasible, Tenant subject to reasonable changes which shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderbe deemed Alterations.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation (a) If a portion of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed taken in or by condemnation or other eminent domain proceedings pursuant to assign any law, general or special, Lessee shall have the option, at its expense, to Landlord repair any Tenant’s Award.damage to the Leased Premises caused by such taking in conformity with the requirements of Paragraph 11 (a) promptly after such taking so that, after the completion of such repair, the Leased Premises shall be, as nearly as practicable, in its condition immediately prior to such taking. (b) Except as herein otherwise specifically provided, if a portion of the Leased Premises shall be taken as aforesaid, this Lease shall continue but the Basic Rent thereafter payable by Lessee shall be reduced from the date of each such partial taking by an amount equal to the product of the Basic Rent payable at the time of each such taking multiplied by a fraction, the numerator of which is the area of the Leased Premises taken and the denominator of which is the area of the Leased Premises immediately prior to such taking. (c) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of taken in or by condemnation or other eminent domain proceedings under any law, general or special (other than a Taking by a duly constituted authority or agency having jurisdictiontaking for temporary use), then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date date of the termination of the Sublease occasioned by such taking, except with respect to obligations and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates liabilities of Lessee under this Lease pursuant to the foregoing sentenceLease, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination dateactual or contingent, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable which have arisen on or prior to such date of termination, upon payment by Lessee of (i) all Basic Rent due with respect to the period during which this Lease is in effect, and (ii) all other sums due and payable by it under this Lease to and including such date, and Lessee shall not be required to repair the Property pursuant to Paragraph 12(a). If at the time of a taking (other than a taking for temporary use) under such proceedings of any substantial portion of the Property which is sufficient, in the good faith judgment of Lessee, to render the remaining portion thereof uneconomic for Lessee's continued use or occupancy, Lessee, at its election, may give written notice to Lessor of the termination of this Lease on any date for the payment of Basic Rent after the date of such taking (but not less than thirty (30) days after such taking) provided that remains unpaid the Sublease shall have terminated on or by such date, and this Lease shall terminate as of the date specified in such notice. (d) All awards and payments made on account of any taking of the Property in condemnation or other eminent domain proceedings shall be paid as follows: (i) if on account of the Leased Premises, to Lessor, and, if on account of the Improvements, to Lessee; or (ii) if the award cannot be so allocated by the condemning authority or the court before which such action is pending, to Lessor and Lessee in proportion to the fair market value of the Leased Premises and the Improvements, respectively, determined as of the date prior to such taking as if this Lease had not been and would not be terminated by reason of such taking. If Lessor and Lessee are unable to agree upon such paymentrespective values, such values shall be determined by appraisal within a reasonable time in accordance with Paragraph 25 and the fees for such appraisal shall be deducted from the awards and payments made with respect to the Property prior to the disbursement of such awards and payments in accordance with this clause, provided, however, that all payments to be made under this Paragraph 13(d) shall be subject to the provisions of the Sublease and the Mortgage, as long as the same are in effect. For the purposes of this Lease, all amounts payable pursuant to any agreement with any condemning authority which has been made in settlement of or under threat of such taking shall be deemed to constitute an award made in such proceeding. (e) In the event of a taking in or by such proceedings of all or any portion of the Leased Premises for temporary use, this Lease shall terminate andcontinue in full effect without reduction or abatement of Basic Rent and additional rent, except for those and Lessee, subject to the provisions that survive terminationof the Sublease and the Mortgage, neither Tenant nor Landlord as long as the same are in effect, shall be entitled, after paying the reasonable expenses of Lessor, Lessee and the Mortgagee incurred in collecting the same, to make claim for, recover and retain any awards or proceeds made on account thereof, whether in the form of rents or otherwise, unless such period of temporary use or occupancy shall extend beyond the term of this Lease, in which case such awards or proceeds, after deducting the cost of repairs made to the Improvements by Lessee by reason thereof, shall be apportioned between Lessor and Lessee as of such date of expiration of the term of this Lease. (f) In the event of the termination of the Sublease as the result of the rejection of the Sublessee's offer to purchase the Property resulting from condemnation of a portion of the Property, Lessor shall have any further obligations hereunderthe right to terminate this Lease by purchasing Lessee's Estate at its fair market value, determined as of the date immediately following such damage or destruction.

Condemnation. (a) Each of Landlord and Tenant, Borrower shall promptly upon obtaining knowledge give Lender written notice of the institution actual or threatened commencement of any proceeding for Condemnation with respect to all or any portion of the Property owned by such Borrower and shall deliver to Lender copies of any and all papers served in connection with such Condemnation. Following the occurrence of a Condemnation, the Borrower that owns such Property, regardless of whether an Award is available, shall notify promptly proceed with the other party thereof Restoration of such Property. (b) Any and all awards or payments (each, an “Award”) for any taking accomplished through a Condemnation or any transfer of any Property, or any portion thereof, in lieu of, or in anticipation of, a Condemnation (any of the foregoing, a “Taking”) are hereby assigned by each of Landlord Borrower to Lender and Tenant shall be entitledLender is hereby authorized to make any compromise or settlement in connection with such Condemnation, at its sole cost and expense, to participate in any Condemnation proceeding. Subject subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect Agreement. (c) In the event of any Condemnation of the Leased Premises or affecting any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of Property where (i) the Termination Date set forth Award is in an aggregate amount less than ten percent (10.0%) of the Allocated Loan Amount for such Termination Notice Property, (ii) in the reasonable judgment of Lender, the Restoration can be completed prior to the earlier to occur of (A) the date which is twelve (12) months following such Taking and (B) the date which is twelve (12) months prior to the Stated Maturity Date, (iii) such Restoration is permitted pursuant to the terms of the applicable Franchise Agreement, and (iv) in the reasonable judgment of Lender, after the completion of such Restoration, such Property will have a value at least equal to the value immediately prior to such Taking and the Properties, together, will adequately secure the Outstanding Principal Balance, then, if no Event of Default shall have occurred and be continuing, the Net Proceeds shall be applied to reimburse the Borrower that owns the affected Property for the cost of the Restoration, and such Award shall be disbursed in the same manner as provided in Section 5.2(c)(iii) for the application of Insurance Proceeds. Borrowers hereby covenant and agree to commence and diligently to prosecute the Restoration; provided always, that Borrowers shall pay all costs of the Restoration in excess of the Award made available pursuant to the terms hereof (and if required by Lender, Borrowers shall deposit such excess amount with Lender in advance). Any surplus that may remain out of the Award received by Lender after payment of such costs of the Restoration shall, in the sole and absolute discretion of Lender, be retained by Lender and applied to payment of the Obligations. (d) Except as provided in Section 5.3(c) above, the Award collected upon any Condemnation shall, at the option of Lender in its sole discretion, be applied to the payment of the Obligations or applied to reimburse the applicable Borrower for the cost of the Restoration in the same manner as provided in Section 5.2(c)(iii) hereof for the application of Insurance Proceeds. Throughout the term of the Loan if an Event of Default has occurred and is continuing, then Borrowers shall pay to Lender, with respect to any payment of the Obligations pursuant to this paragraph, an additional amount equal to the Yield Maintenance Premium; provided, however, that if an Event of Default is not continuing, then the Yield Maintenance Premium shall not be payable. Any such application to the Debt shall (i) be applied to those payments of principal and interest last due under this Agreement but shall not postpone or reduce any payments otherwise required hereunder other than such last due payments and (ii) not cause or result in the date that possession Monthly Debt Service Payment Amount being re-cast based upon the reduction of the Outstanding Principal Balance and the number of months remaining until the Maturity Date. If the applicable Property is required to be surrendered sold, through foreclosure or otherwise, prior to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as receipt by Lender of such dateAward, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable or shall have been sought, recovered or denied, to receive all or a portion of said Award sufficient to pay the Obligations. (e) Notwithstanding any Taking by any Governmental Authority (including, without limitation, any transfer made in lieu of or in anticipation of such a Taking), Borrowers shall continue to pay the Obligations at the time and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such paymentin the manner provided for in the Note, this Lease Agreement and the other Loan Documents and the Obligations shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord not be reduced unless and until any Award shall have any further obligations hereunderbeen actually received and applied by Lender to expenses of collecting the Award and to discharge of the Obligations.

Condemnation. Each (a) Tenant and Landlord shall promptly give the other written notice of Landlord the actual or threatened commencement of any condemnation or eminent domain proceeding affecting any Leased Property (a “Condemnation”) and, to the extent not otherwise received, shall deliver to the other copies of any and all papers served in connection with such Condemnation. (b) Subject to Section 10.3(c) and (e), following the occurrence of a Condemnation, Tenant, promptly regardless whether sufficient Condemnation awards are available for restoration, shall in a reasonably prompt manner proceed to Restore the Leased Property to the extent practicable to be of substantially the same character and quality as prior to the Condemnation, in compliance with all applicable material Legal Requirements. Tenant shall not be obligated to restore or replace Tenant’s Property or any alterations or additions to the Leased Property made by Tenant unless, with respect to such alterations or additions, the same were Required Alterations. (c) This Lease shall terminate with respect to the affected Leased Property upon obtaining knowledge the Condemnation of all or substantially all of such Leased Property. A Condemnation of substantially all of a Leased Property shall be deemed to have occurred if (i) 50% or more of the institution square footage of any proceeding for such Leased Property shall have been subject to a Condemnation, or (ii) there shall have been a loss of access or egress, parking capacity or any other appurtenance necessary for the operation of such Leased Property substantially in the manner in which it had previously been operated and there is no reasonably equivalent replacement therefor. (d) If a Leased Property is the subject of a Condemnation and this Lease does not terminate with respect thereto pursuant to clause (c) above, then Tenant shall not be required to restore, repair, replace or rebuild such Leased Property if: (i) the Restoration cannot reasonably be completed prior to the beginning of the fifth (5th) year immediately preceding the expiration of the Term for such Property, and 20% or more (but less than 50%) of the square footage of such Leased Property shall have been subject to a Condemnation; or (ii) Tenant does not have the right to restore the applicable Leased Property pursuant to the provisions of an applicable Ground Lease and no superior lessor or lessee is required to restore such Leased Property. (e) With respect to a Leased Property that is described in Section 10.3(d) above, Tenant shall notify Landlord of its election not to restore within one hundred and eighty (180) days after it is notified of the other party thereof and each of Landlord Condemnation or, if later, after the net Condemnation Proceeds available for Restoration are determined, in which case, this Lease shall terminate with respect the affected Leased Property on a date specified in said notice not later than the thirtieth (30th) day after such notice, and Tenant shall be entitledpay over and/or assign to Landlord all proceeds payable to Tenant in connection with such Condemnation, at its sole cost less any portion thereof previously used by Tenant to secure and expensemake safe the affected Leased Property. (f) The Base Rent and Additional Charges in respect of any Leased Property affected by a Condemnation shall not ▇▇▇▇▇ by reason thereof (other than, in the case of any Additional Charges, if the same ▇▇▇▇▇ by the terms of any Ground Lease, applicable law or otherwise as a result of such Condemnation), except as a result of a termination of this Lease with respect to participate an affected Leased Property as provided in Section 10.3(c) or (e). (g) Tenant is hereby irrevocably appointed as Landlord’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any proceeds in respect of a Condemnation proceeding. Subject and to make any compromise or settlement in connection with such Condemnation, subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease Section. Nothing herein shall be deemed to assign to Landlord any Tenant’s AwardLandlord, or preclude Tenant from seeking and retaining its interest in, a separate award to Tenant for moving expenses, business dislocation damages or similar claims (provided that, where this Lease is to terminate as a result of such Condemnation, such claim does not reduce the award that would otherwise be paid over or assigned to Landlord). (ah) If (I) the entire Leased Premises, (II) Any surplus which may remain out of proceeds or awards received pursuant to a material portion Condemnation after payment of the Land or the Improvements or any means such costs of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, Restoration shall be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress paid over to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon belong to Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunder.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge If any part of the institution Premises, Building or Project is taken for any public or quasi-public use by power of any proceeding eminent domain or by private purchase in lieu thereof (a “Taking”) for Condemnationmore than 180 consecutive days, shall notify the other party thereof and each of Landlord and Tenant shall be entitledmay terminate this Lease; provided, at its sole cost and expensehowever, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to that Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in may not terminate this Lease shall be deemed pursuant to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) this sentence unless a material portion of the Land Premises has been Taken or Landlord also exercises all rights it may have acquired as a result of the Improvements or Taking to terminate any means other leases of ingress, egress or access space in the Building (to the Leased Premises, extent such leases provide Landlord with termination rights comparable to those found herein with respect to such Taking). If more than 25% of the loss rentable square footage of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means Common Area or portion of ingress, egress or the Base Building necessary for access to or tenantability of the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that Premises, is sufficient Taken for Tenant’s use thereof and that meets all existing Legal Requirementsmore than 180 consecutive days, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case may terminate this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire awardLease. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, Any such termination shall be effective upon the later as of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to must be surrendered to the applicable authority (authority, and the “Taking Termination Date”)terminating party shall provide termination notice to the other party within 45 days after receiving written notice of such surrender date. Upon such termination dateExcept as provided above in this Section 13, neither party may terminate this Lease as a result of a Taking. Tenant shall pay not assert, and hereby assigns to Landlord, any claim it may have for compensation because of any Taking; provided, however, that Tenant may file a separate claim for any Taking of Tenant’s personal property or any trade fixtures that Tenant is entitled to remove upon the expiration hereof, and for moving expenses, so long as such claim does not diminish the award available to Landlord the sum of (x) or any Security Holder and is payable separately to Tenant. If this Lease is terminated pursuant to this Section 13, all accrued and unpaid Basic Rent shall be apportioned as of the date of such date, termination. If a Taking occurs and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease is not so terminated, Monthly Rent shall terminate andbe abated for the period of such Taking in proportion to the percentage of the rentable square footage of the Premises, except for those provisions if any, that survive terminationis subject to, neither Tenant nor Landlord shall have any further obligations hereunderor rendered inaccessible or untenantable by, such Taking and not occupied by Tenant.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge In the event that the whole or any substantial part of the institution Building shall be taken or appropriated by eminent domain or shall be condemned for any public or quasi-public use, or (by virtue of any proceeding such taking, appropriation or condemnation) shall suffer any damage (direct, indirect or consequential) for Condemnation, shall notify the other party thereof and each of which Landlord and or Tenant shall be entitledentitled to compensation, at its sole cost then (and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter providedsuch event) nothing in this Lease and the Term hereof may be terminated at the election of Landlord by a notice in writing of its election so to terminate which shall be deemed given by Landlord to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than within ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in following the date on which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire awardhave received notice of such taking, appropriation or condemnation. In the event that Tenant terminates a substantial part of the Premises or of the means of access thereto or of the Garage Parking Spaces (as such term is defined in Section 10.14 hereof) (unless replaced without undue delay by substitute facilities within 1,000 feet of the Building) shall be so taken, appropriated or condemned so as to substantially interfere with the Permitted Uses of the Premises, then this Lease pursuant and the Term hereof may be terminated at the election of Tenant by a notice in writing of its election so to terminate which shall be given by Tenant to Landlord within sixty (60) days following the date on which Tenant shall have received notice of such taking, appropriation or condemnation. Substantial part for purposes of this Section 6.2 shall mean fifty percent (50%) or more of the Premises or fifty percent (50%) or more of the Garage Parking Spaces, as applicable. Upon giving of any such notice of termination (either by Landlord or Tenant), this Lease and the Term hereof shall terminate as of the date on which Tenant shall be required to vacate any part of the Premises or shall be deprived of a substantial part of the means of access thereto. In the event of any such termination, this Lease and the Term hereof shall expire as of the effective termination date as fully and completely as if such date were the date herein originally scheduled as the Term Expiration Date. If neither party elects to terminate, Landlord will with reasonable diligence and at Landlord's expense, restore the remainder of the Premises and Building, or the remainder of the means of access and Garage Parking Spaces, to substantially the same condition as practicable as existed prior to such taking, appropriation or condemnation in which event a just proportion of the Annual Fixed Rent and Additional Rent, according to the foregoing sentencenature and extent of the taking, such termination appropriation or condemnation and the resultant injury sustained by the Premises and the means of access thereto, shall be effective upon abated until what remains of the later Premises and the means of access thereto shall have been restored as fully as may be for permanent use and occupancy by Tenant hereunder. In the event of any taking of the Premises or any part thereof for temporary use, (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate be and remain unaffected thereby, and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunder.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) during the entire Leased Premises, (II) a material term of this Lease the Premises or any portion of the Land Building or Common Areas of the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining Center that is sufficient necessary for Tenant’s use thereof and that meets all existing Legal Requirementsoccupancy of the Premises, as determined or any substantial part of any of them, is taken by Tenant eminent domain or by reason of any public improvement or condemnation proceeding, or in its reasonable discretionany manner by exercise of the right of eminent domain (including any transfer in lieu of or in avoidance of an exercise of the power of eminent domain), shall be subject or receives irreparable damage by reason of a Taking anything lawfully done by a duly constituted authority or agency having jurisdictionunder color of any public authority, then (i) this Lease shall terminate as to the entire Premises at Landlord’s election by written notice given to Tenant maywithin thirty (30) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises, Building or Center taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the Premises. If Tenant elects to terminate this Lease, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after such Taking Tenant has occurred, serve a notified Landlord of Tenant’s Termination Notice upon Landlordelection to terminate, in which case except that this Lease shall terminate on the Taking Termination Date date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of minimum rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the improvements for which Landlord is responsible (as provided in Section 15.1 above) to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking, and Tenant shall restore the improvements for which Tenant is responsible (as provided in Section 15.1 above) to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking; provided, however, that Tenant in its discretion may elect not to repair, restore or replace any or all of the items which would otherwise be entitled Tenant’s responsibility to receive the extent such items were constructed or installed at Tenant’s sole expense and retain without any use of funds from the entire awardTenant Improvement Allowance. In connection with any such restoration, each party shall use reasonable efforts (including, without limitation, any necessary negotiation or intercession with its respective lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Landlord and Tenant in portions reasonably corresponding to the cost and scope of their respective restoration obligations, subject only to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Premises, Building and Center. Each party expressly waives the provisions of California Code of Civil Procedure Section 1265.130 and of any other existing or future law allowing either party to terminate (or to petition the Superior Court to terminate) a lease in the event of a partial condemnation or taking of the leased property, it being the intention of the parties that Tenant terminates their respective rights in such circumstances shall be governed solely by the provisions of this Article 13. (b) If this Lease is terminated pursuant to the foregoing sentenceprovisions of this Section 15.2, such termination or if this Lease remains in effect but any condemnation awards or other proceeds become available as compensation for the loss or destruction of the Building and/or the Center, then Landlord and Tenant agree (and any Lender shall be effective upon asked to agree) that such proceeds shall be allocated between Landlord and Tenant, respectively, in the later respective proportions in which Landlord and Tenant would have shared, under Section 15.1(c), the proceeds of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required any insurance proceeds following damage to be surrendered to or destruction of the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay improvements due to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderan insured casualty.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If during the term of this Lease the Premises or the Common Areas of the Center, or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (Iincluding any transfer in avoidance of an exercise of the power of eminent domain), or receives irreparable damage by reason of anything lawfully done under color of public or other authority, then (i) this Lease shall terminate as to the entire Leased PremisesPremises at Landlord’s election by written 23. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. notice given to Tenant within sixty (II60) a material days after the taking has occurred, and (ii) this Lease shall terminate as to the entire Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Land Premises taken is of such extent and nature as substantially to handicap, impede or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for permanently impair Tenant’s use thereof and that meets all existing Legal Requirementsof the balance of the Premises. If Tenant elects to terminate this Lease, as determined by Tenant in its reasonable discretionshall also notify Landlord of the date of termination, which ▇▇▇▇ shall not be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not earlier than thirty (30) days nor later than ninety (90) days after such Taking Tenant has occurred, serve a notified Landlord of Tenant’s Termination Notice upon Landlordelection to terminate, in which case except that this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to receive and retain the entire award. In the event that Tenant terminates terminate this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such paymenthereinabove provided, this Lease shall terminate and, continue in full force and effect (except for those provisions that survive termination, neither Tenant nor there shall be an equitable abatement of minimum rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired). Landlord shall have restore the shell of the buildings in which the Premises are located and Common Area improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking, and Tenant shall restore the other improvements in the Premises and Tenant’s other alterations, additions and improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any further obligations hereundersuch restoration, each party shall use its respective best efforts (including, without limitation, any necessary negotiation or intercession with its respective lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Landlord and Tenant in portions reasonably corresponding to the cost and scope of their respective restoration obligations, subject only to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Premises or the Center.

Condemnation. (a) Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s AwardAward to the extent Tenant shall have a right to make a separate claim therefor against the condemnor, it being agreed, however, that Tenant shall in no event be entitled to any payment that reduces the award to which Landlord is or would be entitled for the condemnation of Landlord’s interest in the Leased Premises. (ab) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, including loss of legally sufficient parking or truck turnaround areas or loading dock access, the loss of which which, even after giving effect to such restoration as is reasonably practicable within the remaining Leased Premises, would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then then, in either case, Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking applicable Termination Date and Landlord shall be entitled to receive and retain the entire awardAward. (i) In the event of a Condemnation of any part of the Leased Premises which does not result in a termination of this Lease, promptly after the Net Award with respect to such Condemnation has been paid by the related authority to the Trustee (or Landlord if no Loan is then outstanding), Tenant, to the extent Restoration of the Leased Premises is practicable, shall promptly (subject to Tenant’s receipt of the Net Award therefor in accordance with the terms of Paragraph 15), commence and diligently continue to completion such Restoration. (ii) Upon the payment to Landlord or Trustee of the Net Award of a Taking which falls within the provisions of this Paragraph 13(c), Landlord and Lender shall, to the extent received, make the Net Award available to Tenant for Restoration in accordance with the provisions of Paragraph 15. The proceeds remaining after the completion of, and payment for, the Restoration, if any, shall be retained by Landlord. In the event that Tenant terminates this Lease pursuant of any such partial Condemnation, all Basic Rent and Additional Rent shall continue unabated and unreduced. (iii) In the event of a Requisition of the Leased Premises, Landlord shall apply the Net Award of such Requisition received by Landlord to the foregoing sentence, such termination shall be effective upon the later installments of (i) the Termination Date set forth in such Termination Notice Basic Rent or Additional Rent thereafter payable and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay any balance remaining thereafter. Upon the expiration of the Term, any portion of such Net Award which shall not have been previously credited to Landlord Tenant on account of the sum of (x) all accrued and unpaid Basic Rent as and Additional Rent shall be retained by Landlord. (d) No agreement with any condemnor in settlement of such dateor under threat of any Condemnation shall be made by either Landlord or Tenant without the written consent of the other, and (y) all Additional Rent due of the Lender, if the Leased Premises are then subject to a Mortgage, which consent shall not be unreasonably withheld, delayed, or conditioned; provided that if an Event of Default has occurred and payable on is then continuing or prior to such date that remains unpaid and upon such paymentTenant has served a Tenant’s Termination Notice, this Lease then Tenant’s consent shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereundernot be required.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge (a) If any substantial part of the institution Premises should be taken for any public or quasi-public use under governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and the taking would prevent or materially interfere with the use of the Premises for the purpose for which it is then being used, this Lease shall terminate effective when the physical taking shall occur in the same manner as if the date of such taking were the date originally fixed in this Lease for the expiration of the term hereof. As used herein, “substantial part” shall mean more than twenty percent (20%). (b) If part of the Premises shall be taken for any proceeding public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and this Lease is not terminated as provided in the Paragraph above, this Lease shall not terminate but the rent payable hereunder during the unexpired portion of this Lease shall be reduced to such extent, if any, as may be fair and reasonable under all of the circumstances and Landlord shall undertake to restore the Premises to a condition suitable for CondemnationTenant's use, shall notify as near to the other party condition thereof and each of Landlord and immediately prior to such taking as is reasonably feasible under all circumstances. (c) Tenant shall be entitled, at its sole cost and expense, to participate not share in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any condemnation award or payment in respect lieu thereof or in any award for damages resulting from any grade change of adjacent streets, the same being hereby assigned to Landlord by Tenant; provided, however, that Tenant may separately claim and receive from the condemning authority, if legally payable, compensation for Tenant's removal and relocation costs and for Tenant's loss of business and/or business interruption. (d) Notwithstanding anything to the contrary contained in this paragraph, if the temporary use or occupancy of any Condemnation part of the Leased Premises shall be taken or any part thereofappropriated under power of eminent domain during the term of this Lease, except that (except as hereinafter provided) nothing in this Lease shall be deemed and remain unaffected by such taking or appropriation and Tenant shall continue to assign pay in full all rent payable hereunder by Tenant during the term of this Lease; in the event of any such temporary appropriation or taking, Tenant shall be entitled to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material receive that portion of any award which represents compensation for the Land use of or occupancy of the Improvements or any means Premises during the term of ingressthis Lease, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive that portion of any award which represents the cost of restoration of the Premises and retain the entire award. In use and occupancy of the event that Tenant terminates Premises after the end of the term of this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderLease.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If prior to the Kickoff Date, any authority having the right of eminent domain commences negotiations or commences legal action for the damaging, taking or acquiring of the leased premises or any Appurtenances thereto (Ias the same is defined in the applicable Lease or New Lease) the entire Leased Premises, (II) a at any Store or any material portion (as determined by Buyer in the exercise of its reasonable commercial judgment) thereof, by condemnation or by exercise of the Land right of eminent domain (a "Material Taking"), Seller will promptly give notice of the same to Buyer. Buyer will notify Seller within five (5) days from the notice by Seller to state whether Buyer will elect, as its sole remedy, to either: (i) waive the Material Taking, release Seller of any obligation or the Improvements or any means of ingress, egress or access liability with respect to the Leased PremisesMaterial Taking, and complete the loss acquisition of which even after restoration would, the Purchased Assets in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premisesaccordance with this Agreement, or (IIIii) any means of ingress, egress or access terminate this Agreement. (b) If after the Kickoff Date but prior to the Leased Premises which does not result Effective Time for an Assumed Lease Store or Owned Store there is a Material Taking, Seller will promptly give notice of the same to Buyer. Buyer will notify Seller within five (5) days of such notice of whether Buyer will elect, as its sole remedy, to either: (i) waive the Material Taking, release Seller of any obligation or liability with respect to the Material Taking, and complete the acquisition of the Purchased Assets at such Store in at least one method of ingress accordance with this Agreement, or (ii) refuse to purchase the Purchased Assets and egress assume the Lease (or enter into the New Lease, as the case may be) with respect to and from the Leased Premises remaining such Store that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be the subject of a the Material Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety and (90x) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord Buyer shall be entitled to receive deduct from the Non-Inventory Purchase Price the amount set forth opposite such Store on Exhibit A, (y) such Stores so excluded shall be deemed Remaining Stores and retain Licensed Stores (and not an Assumed Lease Store or File Buy Store) under Section 11.15, and Seller shall have the entire awardright to use the "Pharm" name at such locations pursuant to Section 11.15; and (z) Seller shall have the ability to continue to operate such excluded Stores without any restriction imposed hereunder, including any restrictions set forth in Section 11.05 of this Agreement. (c) If Buyer does not elect to terminate this Agreement pursuant to Section 7.04(a)(ii), does not exclude the applicable Store or Stores pursuant to Section 7.04(b)(ii), or if the taking is not material (as determined by Buyer in the exercise of its reasonable commercial judgment), then upon Effective Time for such Store, Buyer will be entitled to the benefits of all awards, claims, settlement proceeds, and other proceeds payable by reason of any such taking, and Seller will assign to Buyer all awards, claims, settlement proceeds, or other proceeds payable by reason of any such taking. In the event that Tenant terminates this of any negotiations with respect to any of the Purchased Assets, the Assumed Lease pursuant Stores or the Owned Store with any authority regarding settlement on account of any taking, Seller will inform Buyer of all such negotiations, will permit Buyer to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such datetake part therein, and (y) all Additional Rent due and payable on or will not enter into any settlements thereof without Buyer's prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderwritten consent.

Condemnation. Each In the event of Landlord and Tenant, promptly upon obtaining knowledge Condemnation of all of the institution Premises, this Lease shall terminate as of any proceeding for Condemnationthe date that the condemning authority is entitled to legal possession of the Premises, shall notify the other party thereof and each of Landlord and Tenant shall pay Aggregate Rent to Landlord until such date. In the event of Condemnation of only a part of the Premises (A) then, effective as of the date of vesting of title, the Aggregate Rent hereunder shall be entitledabated in an amount apportioned according to the area of the Premises so condemned, and (B) if in Tenant’s commercially reasonable judgment such taking renders the Premises unsuitable for the Use of Premises, Tenant may, at its sole cost Tenant’s option, terminate this Lease by notifying Landlord of such termination; if Tenant elects not to so terminate this Lease, this Lease shall be and expenseremain unaffected by such Condemnation, to participate in any Condemnation proceeding. Subject except that the Aggregate Rent hereunder shall be abated to the provisions of this Paragraph 13 and Paragraph 15extent, Tenant hereby irrevocably assigns to Landlord any award or payment in respect if any, hereinbefore provided. In the event of any Condemnation of the Leased Premises all or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, Tenant shall be substantially and materially adverse entitled to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient an award for Tenant’s use thereof relocation expenses and that meets all existing Legal Requirements, as determined the leasehold improvements placed on the Premises by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a at Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and expense; Landlord shall be entitled to receive the balance of the award in such Condemnation proceeding, including, without limitation, any award for the value of the unexpired portion of the Lease Term and retain the entire interest vested by this Lease in Tenant, and Tenant hereby expressly and irrevocably assigns to Landlord all right, title and interest of Tenant now or hereafter arising in or to any such award or any part thereof, and Tenant shall be entitled to receive no part of such award. In the event that Tenant terminates this Lease pursuant Any restoration to the foregoing sentence, such termination Premises made necessary by Condemnation shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to performed by Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderat Landlord’s sole expense.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge (i) if such Taking involves less than or equal to ten percent (10%) of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation rentable area of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, Building as determined by Tenant an independent architect chosen by Seller (subject to Purchaser's review and reasonable approval of the same), neither party shall have any right to terminate this Agreement, and the parties shall nonetheless consummate this transaction in its reasonable discretionaccordance with this Agreement, shall be subject without any abatement of a Taking by a duly constituted authority the Purchase Price or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate any liability or obligation on the Taking Termination Date part of Seller by reason of such Taking; provided, however, that Seller shall, on the Closing Date, (i) assign and Landlord remit to Purchaser, and Purchaser shall be entitled to receive and retain keep, the entire award. In net proceeds of any award or other proceeds of such Taking which may have been collected by Seller as a result of such Taking less the event that Tenant terminates this Lease pursuant to the foregoing sentencereasonable expenses incurred by Seller in connection with such Taking, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and or (ii) the date that possession is required if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller's right to any such award or other proceeds which may be surrendered payable to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent Seller as a result of such dateTaking and Purchaser shall reimburse Seller for the reasonable expenses incurred by Seller in connection with such Taking. (ii) if such Taking involves more than ten percent (10%) of the rentable area of the Building as determined by an independent architect chosen by Seller (subject to Purchaser's review and reasonable approval of the same), Purchaser shall have the option, exercisable within fifteen (15) business days after receipt of notice (from either the governmental authority seeking to exercise its right of eminent domain or Seller, whichever is received earlier) of such Taking, time being of the essence with respect to such option, to terminate this Agreement by delivering notice thereof to Seller, whereupon the Deposit shall be returned to Purchaser and this Agreement shall be deemed canceled and of no further force or effect, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord party shall have any further obligations hereunderrights or liabilities against or to the other except pursuant to the provisions of this Agreement which are expressly provided to survive the termination hereof. If a Taking described in this clause (ii) shall occur and ---------- Purchaser shall not timely elect to terminate this Agreement, then Purchaser and Seller shall consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of such Taking; provided, however, that Seller shall, on the Closing Date, (i) assign and remit to Purchaser, and Purchaser shall be entitled to receive and keep, the net proceeds of any award or other proceeds of such Taking which may have been collected by Seller as a result of such Taking less the reasonable expenses incurred by Seller in connection with ---- such Taking, or (ii) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller's right to any such award or other proceeds which may be payable to Seller as a result of such Taking and Purchaser shall reimburse Seller for the reasonable expenses incurred by Seller in connection with such Taking. (b) The provisions of this Section 12 supersede the provisions of ---------- Section 5-1311 of the General Obligations Law of the State of New York. Any disputes under this Section 12 as to whether the Taking involves more than ten ---------- percent (10%) of the rentable area of the Building shall be resolved by expedited arbitration before a single arbitrator acceptable to both Seller and Purchaser in their reasonable judgment in accordance with the rules of the American Arbitration Association; provided that if Seller and Purchaser fall to agree on an arbitrator within five days after a dispute arises, then either party may request the Real Estate Board of New York, Inc. designate an arbitrator. Such arbitrator shall be an independent architect having at least ten (10) years of experience in the construction of office buildings in Manhattan. The costs and expenses of such arbitrator shall be borne equally by Seller and Purchaser.

Condemnation. Each of ▇. ▇▇▇▇▇▇ and Landlord and Tenant, shall promptly give the other written notice upon obtaining knowledge of the institution actual or threatened commencement of any Condemnation or eminent domain proceeding for Condemnationor other governmental taking affecting the Premises or any portion thereof, and, to the extent not otherwise received, shall notify deliver to the other party thereof copies of any and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate all papers served in any Condemnation proceedingconnection therewith. Subject to the provisions remainder of this Paragraph 13 Section 20, if during the Term all or any part of the Premises shall be subject to a Condemnation, all compensation awarded or paid as a result thereof shall belong to and Paragraph 15, be the property of Landlord without any participation by ▇▇▇▇▇▇ and without any deduction therefrom for any estate hereby vested in or owned by Tenant and Tenant hereby irrevocably assigns to Landlord any award or payment in respect to which Tenant may be or become entitled by reason of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing subject to the other provisions of this Section 20. Landlord shall have the exclusive power to collect, receive and retain any such award proceeds and to make any compromise or settlement in this Lease connection with such award. Nothing herein shall be deemed to assign preclude Tenant from prosecuting any claim directly against the condemning authority in such Condemnation proceeding for loss of business or depreciation to, damage to Landlord any or cost of removal of, or for value of, stock, trade fixtures, furniture, machinery, equipment and other personal property belonging to Tenant (including, without limitation, Tenant’s AwardPersonal Property), provided that no such claim shall diminish or otherwise adversely affect ▇▇▇▇▇▇▇▇’s award. ▇▇▇▇▇▇ agrees to execute any and all further documents that may be reasonably required in order to facilitate collection by Landlord of any and all awards. Tenant, in cooperation with ▇▇▇▇▇▇▇▇, shall have the right to participate in any condemnation proceedings for the purpose of protecting ▇▇▇▇▇▇’s interest hereunder. (a) B. If (I) during the entire Leased Premises, (II) a material portion Term all or substantially all of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of to a Taking by a duly constituted authority or agency having jurisdictionCondemnation, then Tenant may, not later than ninety thirty (9030) days after any such Condemnation, give notice to Landlord of its intention to terminate this Lease on any business day specified in such notice which occurs not less than thirty (30) nor more than one hundred eighty (180) days after such Taking has occurredtaking. In such event, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date date set forth in the notice provided by Tenant and upon such termination neither party shall have any obligation to the other under this Lease. A taking of ​ ​ substantially all of the Premises under this Section 20.B shall be deemed to have occurred if (i) fifty percent (50%) or more of the square footage of the Premises or any Building thereon shall have been subject to a taking, or (ii) there shall have been a permanent loss of access, ingress or egress, parking capacity or any other appurtenance necessary for the operation of the Premises substantially in the manner in which it had previously been operated and there is no reasonably equivalent replacement therefor. C. If during the Term all or any part of the Premises shall be subject to a Condemnation and if the Lease is not terminated pursuant to Section 20.B as expressly provided in Section 20.B then this Lease shall continue in full effect without abatement or reduction of Rent or other sums payable by Tenant under this Lease, notwithstanding such Condemnation. Tenant shall, promptly after any such Condemnation and at its expense (regardless of whether any awards are available as a result of such taking), repair any damage caused by any such taking in accordance with this Section 20 and the Restoration Standards and so that, after the completion of such repair, the Premises shall be, as nearly as possible, in a condition as good as the condition thereof immediately prior to such taking, except for ordinary wear and tear. All of the Net Award collected by Landlord pursuant to Section 20.A shall be held by Landlord (or Landlord Mortgagee) and applied and paid over toward the cost of repair of damage due to such taking against certificates of Tenant, signed by an authorized officer of Tenant, delivered to Landlord from time to time as such repair progresses or is completed, each such certificate describing such repair for which Tenant is requesting payment, the cost incurred by Tenant in connection therewith and stating that Tenant has not theretofore received payment for such repair. If the cost of repairs shall exceed the Net Award collected by Landlord, Tenant shall pay the deficiency. Any balance remaining in the hands of Landlord after payment of such costs of demolition, repair and restoration shall be retained by Landlord. D. If the use or occupancy of the Premises or any portion thereof shall be temporarily requisitioned by any governmental authority, civil or military, then this Lease shall continue in full effect notwithstanding such requisition, without abatement or reduction of Rent or other sums payable by Tenant hereunder, and Tenant shall be entitled to receive and retain the entire awardnet award payable by reason of such temporary requisition. In Any requisition of eighteen (18) months or longer shall be considered a taking of substantially all of the event that Premises under Section 20.B, and Tenant terminates this Lease pursuant shall be afforded the termination rights as and to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date extent set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunder.said Section 20.B.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) such a material portion of the Land Project is taken under the power of eminent domain or appropriation by any public or quasi-public authority, or Landlord delivers a deed-in-lieu of such a taking (a “Taking”), with the Improvements or any means result that (i) the operation of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s business within the Premises is no longer economically feasible (using commercially reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises), or (IIIii) any means of ingress, egress Tenant no longer has adequate parking or access to the Leased Premises which does not result in at least one method adequate rights of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements(using commercially reasonable judgment), Tenant shall have the right, at its option, to terminate this Lease as determined by Tenant in its reasonable discretionof the date of such Taking, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety upon notice within thirty (9030) days after such Taking has occurredfollowing the date of the Taking. If this Lease is terminated as provided above, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on cease and expire as of the Taking Termination Date and date of the Taking. (b) In all events (except as described in Section 24(d) below), Landlord shall be entitled to receive and retain the entire award that may be paid in connection with such Taking, and Tenant hereby assigns to Landlord its interest in such award. , and Tenant shall not assert a claim for a condemnation award therefor; provided, however, that Tenant shall be entitled to the portion of any award for Tenant’s unamortized leasehold improvements (such amortization to be made on a straight-line basis over the Initial Term) to the extent such improvements were paid for by Tenant (the parties agreeing that the cost of the leasehold improvements will be deemed to have been paid for by Landlord to the extent of the Tenant Cost Allowance), and further provided that Tenant may pursue a separate award from the condemning authority for (a) relocation and moving expenses, (b) compensation for loss of Tenant’s business, and (c) loss of Permitted Alterations or Tenant’s Personal Property. (c) In the event that this Lease is not terminated following a Taking, Tenant shall pay the full Base Rental and Additional Rent up to the date that possession of the portion of the Project subject to the Taking is transferred to the applicable authority, and this Lease shall thereupon cease and terminate with respect to the portion of the Project so taken. Thereafter, this Lease shall remain in effect as to the remainder of the Project, except that the Base Rent and Additional Rent shall be adjusted on an equitable basis. If this Lease is not terminated, Landlord shall promptly repair the Project or the Building, as the case may be, to a complete architectural unit, fit for Tenant’s occupancy and business. (d) In the event of any temporary Taking of the Premises or any portion thereof, this Lease shall continue in full force and effect except that the award for such Taking shall belong to Tenant. For purposes hereof, any temporary Taking that lasts longer that one year may, at Tenant’s option, be treated as a permanent Taking instead of a temporary Taking, and therefore subject to the provisions of Section 24(a) above. (e) Notwithstanding any language herein to the contrary, Landlord shall have the right to terminate this Lease if (i) less than two (2) years remain in the term of this Lease at the time of such Taking, and the cost of restoring the Project or Building, as applicable, exceeds thirty percent (30%) of the replacement cost of the same or (ii) the cost to restore the Project or Building, as applicable, exceeds the award received by Landlord for such Taking; provided, however, that (x) if Landlord terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of clause (i) of this subsection (e), Tenant may exercise an option to renew this Lease for a Renewal Term (but only if a Renewal Term indeed remains unexercised at such time), and upon any such renewal, this Lease shall be reinstated and the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”parties shall proceed under Section 24(c). Upon , all as if such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such datehad never occurred, and (y) all Additional Rent due and payable on or prior if Landlord terminates this Lease pursuant to clause (ii) of this subsection (e), Tenant may void such date that remains unpaid and upon such paymenttermination by electing to fund any shortfall within twenty (20) days following Landlord’s termination notice, in which event this Lease shall terminate andbe reinstated and the parties shall proceed under Section 24(c), except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderall as if such termination had never occurred.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge If the whole of the institution Leased Premises shall be acquired or condemned by eminent domain for any public or quasi-public use, then, in that event, the Lease Term shall 10 cease and terminate from the date that title vested in such proceeding. Tenant shall have no claim against Landlord for the value of the unexpired Lease Term. No part of any proceeding for Condemnation, condemnation award shall notify the other party belong to Tenant. Tenant expressly waives any right or claim to any part thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award such right or payment claim to which Tenant might become entitled (except as set forth in respect of subparagraphs 21.3 and 21.4 hereof) and the rent shall ▇▇▇▇▇ in proportion to the square footage taken or condemned. 21.1 If any Condemnation part, but not the whole, of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) so taken or conveyed, and in the entire Leased Premises, (II) a material portion of the Land event that such partial taking or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to conveyance shall render the Leased Premises unsuitable for the business of Tenant, then the Lease Term shall terminate as of the date on which does not result in at least one method possession of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority condemning authority, all rent and other charges shall be paid up to that date, and Tenant shall have no claim against Landlord for the value of any unexpired Lease Term, but shall have claims as set forth in subparagraphs 21.3 and 21.4 hereof. In the event of a partial taking, partial condemnation, or conveyance supported by a power of eminent domain which is not extensive enough to render the Leased Premises unsuitable for the business of Tenant, then Landlord shall promptly restore the Leased Premises to the extent of condemnation proceeds available for such purpose to a condition comparable to its condition at the time of such condemnation, less the portion lost in the taking, and Tenant shall promptly make all necessary repairs, restorations and alterations of Tenant's fixtures, equipment and furnishings and shall promptly re-enter the Leased Premises and commence doing business in accordance with the provisions of this Lease and this Lease shall continue in full force and effect. In the case of a partial condemnation, rent shall ▇▇▇▇▇ only to the extent that the annual fair market rental value of the Leased Premises has been diminished. The fair market value shall be determined by the agreement of two licensed real estate appraisers -- one selected by the Landlord and one selected by the Tenant. If they cannot agree, then they shall jointly select a third licensed real estate appraiser whose decision shall be binding on the parties, except that Landlord reserves the right to declare that a complete condemnation has taken place and in which case the Lease Term shall cease and terminate. 21.2 For purposes of determining the amount of funds available for restoration of the Leased Premises from the condemnation award, said amount shall be deemed to be that part of the award which remains after payment of Landlord's reasonable expenses incurred in recovering same and any amounts due to any mortgagee of Landlord, and which represents a portion of the total sum so available (excluding any award or other compensation for land) which is equitably allocable to the “Taking Termination Date”). Upon such termination dateLeased Premises. 21.3 Although all damages in the event of any condemnation shall belong to Landlord and any mortgagee of Landlord, Tenant shall pay have the right, to the extent that same shall not diminish Landlord's or such mortgagee's award, to claim and recover from the condemning authority, but not from Landlord the sum of (x) all accrued and unpaid Basic Rent or such mortgagee, such compensation as of such datemay be separately awarded or recoverable by Tenant in Tenant's own right for, or on account of, and (y) limited solely to, any cost to which Tenant might be put in removing Tenant's merchandise, furniture, fixtures, leasehold improvements and equipment. 21.4 Tenant waives all Additional Rent claims against Landlord by reason of the complete or partial taking of the Leased Premises and hereby relinquishes and assigns unto Landlord any rights and damages to which Tenant might otherwise be entitled for condemnation of the leasehold estate created by this Lease; provided, however, that Tenant shall nevertheless be entitled to make any claims which Tenant may have against the condemning authority for relocation damages, damages for tenant improvements and any other payments lawfully due and payable on or prior to such date that remains unpaid and upon such paymenttenants as such, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderwithout diminution of the sums due Landlord.

Condemnation. Each (a) Immediately upon obtaining knowledge of the institution of any proceeding for Condemnation, Tenant shall notify Landlord and Tenant, promptly Lender thereof. Landlord and Lender immediately upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party Tenant thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, have the right to participate in any Condemnation proceedingsuch proceedings at its own expense. Subject to the provisions of this Paragraph 13 12 and Paragraph 15the Declaration, Tenant hereby irrevocably assigns to Landlord Lender or to Landlord, in that order, any award or payment in respect of any Condemnation of the Leased Premises or any part thereofCondemnation, except that (except as hereinafter provided) nothing in this Lease shall be deemed Tenant does not assign to assign Lender or to Landlord any award or payment on account of Tenant’s Awardtangible personal property, moving expenses and similar claims, if available, to the extent Tenant shall have a right to make a separate claim therefor against the condemnor. (ab) If (I) the entire Leased Premises, (II) a material any portion of the Land or the Improvements or any means of ingress, egress or access to the Leased PremisesProject, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined certified to Landlord in writing by Tenant in its reasonable discretionthe President or Member of Tenant, shall be the subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant mayshall have the right, not later than ninety exercisable within thirty (9030) days after such the Taking has occurred, to serve a notice upon Landlord (“Tenant’s Termination Notice”) of its intention to terminate this Lease on any Basic Rent Payment Date specified in such notice, which date (the “Termination Date”) shall be no sooner than the first Basic Rent Payment Date occurring at least thirty (30) days after the date of Tenant’s Termination Notice and not later than the third Basic Rent Payment Date occurring after the date of Tenant’s Termination Notice. In the event that Tenant shall serve Tenant’s Termination Notice upon Landlord, in which case this Lease and the Term hereof shall terminate on the Taking Termination Date Date. (c) In the event of any Condemnation of part of the Leased Premises which does not result in a Termination of this Lease, subject to the requirements of the Declaration, the Net Award of such Condemnation shall be retained by Landlord and, within thirty (30) days after such Condemnation, Landlord shall commence and diligently continue to perform the Restoration, but only to the extent the Net Award shall be sufficient to do so. If Landlord determines that the Net Award is not sufficient to perform the Restoration, Landlord may, at its option, perform the Restoration using its own funds as necessary or, by notice to Tenant given to Tenant within thirty (30) days after such Condemnation, terminate this Lease. In such event the entire award made in Condemnation proceeding shall be paid to Landlord. The completion of the Restoration by Landlord shall be entitled done in a good and workmanlike manner using quality materials which shall comply with all standards and requirements of all applicable federal, state and local government laws, ordinances, regulations and requirements. Tenant shall have the right to receive monitor the Restoration process. Following the effective date of the Taking, there shall be an abatement of Basic Rent, Additional Rent and retain all other charges due hereunder from Tenant which shall be equal to the entire awardpercentage of total area of the building located on the Leased Premises after the Taking as relates to the total area of such building immediately prior to said Taking hereunder. In the event that of a Requisition of any of the Leased Premises, Landlord shall apply the Net Award of such Requisition, to the extent available, to the installments of Basic Rent, Additional Rent or other sums payable by Tenant terminates this Lease hereunder thereafter payable. During any period of Requisition, Basic Rent, Additional Rent, and any other charges due hereunder from Tenant will ▇▇▇▇▇ in proportion to the percentage of total area of the Leased Premises affected by such Requisition as relates to the total area of such Project immediately prior to said Requisition hereunder and such abatement shall expire upon the termination of such Requisition. (d) Except with respect to an award or payment to which Tenant is entitled pursuant to the foregoing sentenceprovisions of this Paragraph 12, such termination no agreement with any condemnor in settlement of or under threat of any Condemnation shall be effective upon made by either Landlord or Tenant without the later written consent of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such dateother, and (y) all Additional Rent due and payable on of Lender, if the Leased Premises are then subject to a Mortgage, which consent shall not be unreasonably withheld or prior to delayed provided such date that remains unpaid and upon such payment, award or payment is applied in accordance with this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderLease.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge If all of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant Premises shall be entitledacquired by the right of condemnation or eminent domain for any public or quasi-public use or purpose, at its sole cost and expenseor sold to a condemning authority under threat of condemnation, to participate in any Condemnation proceeding. Subject to then the provisions term of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion cease and terminate as of the Land date of title vesting in such proceeding (or the Improvements or any means of ingresssale) and all rent, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretionif any, shall be subject paid up to that date. In the event of a Taking partial taking or condemnation and Tenant determines that the remaining portion can be used to facilitate its wholesale distribution activities, this Lease shall continue in full force and effect but with an equitable reduction or abatement of rent, taxes and other charges payable by a duly constituted authority Tenant. Landlord shall promptly commence said restoration and repair as may be necessary to restore the Premises to its original condition, or agency having jurisdictionas nearly as possible, then Tenant mayas soon as the same be reasonably accomplished at its own expense and work diligently to complete same, not later but no longer than ninety (90) days. If such repairs and restoration are not accomplished within such ninety (90) day period, Tenant may terminate this Lease upon ten (10) days after written notice, prior to substantial completion (more than 85% complete) of such Taking has occurredrepairs and restoration. Such termination, serve a Tenant’s Termination Notice upon however, shall be without prejudice to the rights of Landlord, Tenant or both, to recover compensation and damage caused by condemnation from the condemning authority. In addition, Landlord agrees to use reasonable efforts to assist Tenant in which case this Lease shall terminate on the Taking Termination Date and finding temporary substitute space, including available space owned by Landlord. Landlord shall submit initial plans and specifications, and any changes therefor to Tenant for review and approval. Tenant shall have the right to inspect periodically the restoration and repair work. Landlord warrants that all repairs and restoration of the Premises shall be in compliance with all Laws of all governmental authorities having jurisdiction over the Premises. In the event of any condemnation, taking, or sale, whether whole or partial, Landlord and Tenant shall each be entitled to receive and retain the entire awardsuch separate awards and portions of lump sum awards as may be allocated to their respective interests in any condemnation proceedings, or as may be otherwise agreed. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later Termination of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereundernot affect the right of the parties to such awards.

Condemnation. (a) Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (ab) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire awardAward. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunder. (i) In the event of a Condemnation of any part of the Leased Premises which does not result in a termination of this Lease, promptly after the Award with respect to such Condemnation has been paid by the related authority to the Trustee (or Landlord if no Loan is then outstanding), Tenant, to the extent Restoration of the Leased Premises is practicable, shall commence and diligently continue to completion such Restoration. (ii) Upon the payment to Landlord or Trustee of the Net Award of a Taking which falls within the provisions of this Paragraph 13(c), Landlord and Lenders shall, to the extent received, make the Net Award available to Tenant for Restoration in accordance with the provisions of Paragraph 15. The proceeds remaining after the completion of, and payment for, the Restoration, if any, shall be retained by Landlord. In the event of any such partial Condemnation, all Basic Rent and Additional Rent shall continue unabated and unreduced. (iii) In the event of a Requisition of the Leased Premises, Landlord shall apply the Net Award of such Requisition received by Landlord to the installments of Basic Rent or Additional Rent thereafter payable and Tenant shall pay any balance remaining thereafter. Upon the expiration of the Term, any portion of such Net Award which shall not have been previously credited to Tenant on account of the Basic Rent and Additional Rent shall be retained by Landlord. (d) No agreement with any condemnor in settlement of or under threat of any Condemnation shall be made by either Landlord or Tenant without the written consent of the other, and of the Lenders, if the Leased Premises are then subject to a Mortgage, which consent shall not be unreasonably withheld, provided that if an Event of Default has occurred and is then continuing or Tenant has served a Tenant’s Termination Notice, then Tenant’s consent shall not be required.

Condemnation. Each of Landlord and Tenant, (a) Borrower shall promptly upon obtaining knowledge give Lender notice of the institution actual or threatened commencement of any condemnation or eminent domain proceeding for Condemnation, and shall notify the other party thereof deliver to Lender copies of any and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to all papers served in connection with such proceedings. Lender may participate in any Condemnation proceedingsuch proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation. Subject Borrower shall, or shall cause Net Lease Tenant, to prosecute any such proceedings, subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation terms of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s AwardNet Lease. (ab) If there is no Recognized Leasehold Mortgage at the time of the taking, the following provisions shall apply: (Ii) In the entire Leased Premisesevent of a taking of all or substantially all of the Property, (II) a material portion of the Land or awards payable in connection with such taking, less any actual and reasonable expenses incurred in collecting such award (the Improvements or any means of ingress, egress or access "Net Condemnation Award") in an amount equal to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum lesser of (x) all accrued and unpaid Basic Rent as the amount of such datethe Debt then outstanding, and (y) the entire Net Condemnation Award, shall be delivered to Lender and applied towards the repayment of the Debt. Any Net Condemnation Award in excess of the amount of the Debt then outstanding shall be retained by Net Lease Tenant. (ii) In the event of a taking of less than all Additional Rent due or substantially all of the Property, the Net Condemnation Award shall be applied as follows: (1) First, Net Lease Tenant shall use the Net Condemnation Award to restore such portion of the Property that Net Lease Tenant shall elect to restore (it being acknowledged that Net Lease Tenant has no obligation to restore all or any portion of the Property pursuant to the terms of the Net Lease); (2) Second, a portion of the remaining Net Condemnation Award in an amount equal to the lesser of (A) the product of (x) a fraction, the numerator of which is the number of square feet of the Property taken, and payable on the denominator of which is the number of square feet of the entire Property immediately before the taking, and (y) the then outstanding principal balance of the Loan, and (B) the remaining Net Condemnation Award shall be delivered to Lender and applied towards the reduction in the principal balance of the Loan; and (3) Third, the balance of the Net Condemnation Award, if any, shall be retained by Net Lease Tenant. (iii) In the event of a temporary taking, the enter Net Condemnation Award shall be retained by Net Lease Tenant. (iv) In the event of a taking where the provisions of Section 3.3(c)(i)(2) shall apply, from and after the date of reduction of the principal balance of the Loan in accordance with the terms of said Section 33(c)(i)(2), the amount set forth in clause (i) of the definition of the Constant Monthly Payment shall be recalculated to equal one-twelfth (1/12) of the product of such reduced principal balance and the Applicable Interest Rate. (c) If there is a Recognized Leasehold Mortgage at the time of the taking, the Net Condemnation Award shall be delivered to Tenant or prior to such date that remains unpaid the Recognized Leasehold Mortgagee, as required by the Recognized Leasehold Mortgage Documents, and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderapplied and disbursed in accordance with the Recognized Leasehold Mortgage Documents.

Condemnation. Each If, at any time after the Effective Date and prior to Closing or the earlier termination of Landlord this Agreement and Tenantthe Lafayette Purchase Agreement, promptly upon obtaining knowledge any Governmental Authority commences any condemnation proceeding or other proceeding in eminent domain (a "Condemnation") with respect to all or any portion of the institution real property comprising any Theater (and the Transferred Property related thereto), Seller shall give written notice of such Condemnation to Purchaser promptly after Seller receives notice of such Condemnation. In the event of any proceeding for such Condemnation, Purchaser shall notify have the other party thereof right to elect, by providing written notice to Seller within ten (10) days after Purchaser's receipt of Seller's written notice of such Condemnation, (i) to terminate this Agreement and each of Landlord and Tenant the Lafayette Purchase Agreement, in which case the ▇▇▇▇▇▇▇ Money shall be entitledrefunded to Purchaser in accordance with Section 3.2(e), at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of Parties shall have no further rights or obligations under this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award Agreement or payment in respect of any Condemnation of the Leased Premises or any part thereofLafayette Purchase Agreement, except that those which expressly survive such termination, or (except as hereinafter providedii) nothing proceed to Closing, without terminating this Agreement and the Lafayette Purchase Agreement, in this Lease which case Seller shall assign to Purchaser all of Seller's right, title and interest in all proceeds and awards from such Condemnation. If Purchaser fails to provide written notice of its election to Seller within such ten (10) day period, then Purchaser shall be deemed to assign have elected to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access proceed to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease Closing pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and clause (ii) of the preceding sentence. If the Closing is scheduled to occur within five (5) Business Days after the expiration of Purchaser's ten (10) day election period, the Closing Date shall be postponed until the date that possession which is required to be surrendered to five (5) Business Days after the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as expiration of such date, and ten (y10) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderday election period.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. (i) Subject to the provisions rights of Tenant set forth in this Paragraph 13 and Paragraph 15paragraph 8.b., -------------- Tenant hereby irrevocably assigns to Landlord any award or payment in to which Tenant may be or become entitled with respect of any Condemnation to the taking of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease by condemnation or other eminent domain proceedings pursuant to any law, general or special, or by reason of the temporary taking of the use or occupancy of the Leased Premises or any part thereof, by any governmental authority, civil or military, whether the same shall be deemed paid or payable in respect of Tenant's leasehold interest hereunder or otherwise. Landlord shall be entitled to assign participate in any such proceeding and the expenses thereof (including counsel fees and expenses) shall be paid by Tenant. Notwithstanding the foregoing, Tenant shall be entitled to Landlord any Tenant’s Awardseparate award allowable for business interruption and/or moving expenses. (aii) If during the Term (I1) the entire Leased PremisesPremises shall be taken by or on account of any actual or threatened condemnation or other eminent domain proceeding pursuant to any law, general or special or (II2) if a material portion of the Land Leased Premises is taken and said taking renders the remaining premises unsuitable and uneconomic for the continued use or occupancy in the Improvements or any means business of ingress, egress or access to the Leased Premises, the loss of which even after restoration wouldTenant, in the good faith judgment of the Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, shall promptly deliver a Purchase Offer (the "Purchaser Offer") to Landlord specifying a termination date (the "Termination Date") occurring not later less than ninety (90) nor more than one hundred eighty (180) days after the delivery of such Purchase Offer and this Lease shall continue in full force and effect without any abatement of Minimum Rent, Percentage Rent or other sums payable by Tenant hereunder, notwithstanding any taking, until the Termination Date. The Purchase offer shall be accompanied by a certificate from Tenant stating that the conditions set forth either in clause (1) or (2) of this paragraph 8.b. have been -------------- fulfilled. If the conditions set forth in clause (1) or (2) of this paragraph 8.b. are fulfilled and if Tenant shall have failed to deliver a ------------- Purchase Offer as required above, Tenant conclusively shall be presumed to have made a Purchase Offer on a date which is one hundred twenty (120) days after any such taking (or such later date as is agreed to in writing by Landlord), and in the event Tenant is so presumed to have made a Purchase Offer, the termination date shall be deemed to be one hundred fifty (150) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, Purchase Offer is presumed to have been made; but nothing in which case this Lease sentence shall terminate on relieve Tenant of its obligation actually to deliver such Purchase Offer. Any purchase of the Taking Termination Date and Landlord Leased Premises pursuant to this paragraph 8.b. shall be entitled to receive and retain accomplished in accordance with the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later provisions of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunder-------------- paragraph 8.

Condemnation. Each of Landlord and TenantSection 14.1 In the event that the Premises, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed taken in condemnation proceedings, or by exercise of any right of eminent domain (any such taking or conveyance, a "Taking"), the Landlord shall be entitled to assign collect from any condemnor the entire award for the Demised Premises (an "Award"); provided, that the Tenant shall be permitted to make application of an Award for the cost of its property and assets; provided, further, that such application does not reduce the amount of the Award potentially recoverable by the Landlord and that there shall first be deducted there from the Landlord's reasonable expenses of collection, including without limitation, attorneys' and experts' fees and disbursements. The Tenant agrees to execute any Tenant’s Awardand all documents that may be required in order to facilitate collection by the Landlord of any such Awards. The Tenant and the holder of any Fee Mortgage in cooperation with the Landlord shall have the right to participate in any condemnation or eminent domain proceedings and be represented by counsel for the purpose of protecting their respective interests thereunder. (a) If at any time during the Term a Taking of all or substantially all of the Demised Premises shall occur, or a Taking of less than substantially all of the Demised Premises that nevertheless, in the Landlord's and the Tenant's reasonable judgment, materially impairs the Tenant's ability to conduct its business thereon or access thereto, such taking shall be deemed to have caused this Lease to terminate and expire on the date of such Taking or determination, as appropriate. In such event, the Basic Rent and all Additional Rent required to be paid by the Tenant under this Lease shall be paid up to the date of such Taking and the Tenant shall, in all other respects, keep, observe or perform all the terms, covenants, agreements, provisions, conditions and limitations of this Lease on the Tenant's part to be kept, observed or performed, through the date of such Taking. (Ib) Notwithstanding anything to the entire Leased Premisescontrary contained herein, (II) if by reason of a material taking of a portion of the Land or the Improvements or any Plant, Tenant no longer has reasonable means of ingressaccess to, egress or sufficient parking in the vicinity of, the Demised Premises, then Landlord shall use reasonable efforts to provide alternative means of access to the Leased Demised Premises; provided, however, that if no alternative means of access are available, then the loss provisions of which even after restoration wouldSection 14.2(a) shall apply hereto. Section 14.3 If, at any time during the Term, less than substantially all of the Demised Premises shall be Taken as provided above in this Article 14, and provided that any such Taking shall not, in the Landlord's and the Tenant’s 's reasonable business judgment, be substantially and materially adverse impair the Tenant's ability to the conduct its business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or have access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal RequirementsDemised Premises, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlordthen, in which case such event, this Lease and the Term shall terminate on the Taking Termination Date continue in full force and Landlord shall be entitled to receive and retain the entire awardeffect. In the event that of any Taking referred to above, the Tenant terminates this Lease pursuant shall give prompt notice thereof to the foregoing sentenceLandlord and shall proceed, with reasonable diligence, to perform any necessary repairs, restorations, alterations or replacements to the Demised Premises at the Tenant's sole cost and expense. All Awards payable as a result of any such termination Taking shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered paid to the applicable authority (Landlord; provided, that the “Taking Termination Date”). Upon such termination date, Tenant shall pay be permitted to make application for an Award for the cost of its property Taken so long as the Landlord and the sum Tenant each agree that such application is reasonable and such application does not reduce the amount of (x) all accrued the Award potentially recoverable by the Landlord and unpaid Basic Rent as that there shall first be deducted therefrom the Landlord's reasonable expenses of such datecollection, including without limitation, attorneys' and (y) all Additional Rent due experts' fees and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderdisbursements.

Condemnation. Each 12.1 If the entire Premises has been appropriated or taken under the power of Landlord eminent domain by any public or quasi‑public authority, or conveyance made in lieu thereof (all such procedures being herein collectively called "Condemnation"), this Lease will terminate and Tenant, promptly upon obtaining knowledge expire as of the institution date of such taking. The parties will thereupon be released from any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that further liability hereunder (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Awardfor obligations existing on the effective date of such termination or which by their nature or otherwise expressly herein survive such termination). (a) If (I) the entire Leased Premises, (II) 12.2 Should a material portion of the Land or Premises be taken by Condemnation and the Improvements or any means of ingresspart remaining, egress or access to the Leased Premisesif any, the loss of which even after restoration wouldsuch Condemnation is, in Tenant’s either party's reasonable business judgmentopinion, be substantially and materially adverse to not reasonably suitable for the business operations of Tenant at specified in Paragraph 5.1 for which the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such paymentwere leased, this Lease shall terminate upon possession of the Premises by the Condemnation authority and rent and any other monies shall be accounted for between the Parties as of the date of said possession. 12.3 Should a portion of the Premises be taken by Condemnation and the part remaining, if any, after such Condemnation is, in Landlord's reasonable opinion, reasonably suitable for said Business, then Landlord, at its own expenses shall, upon receipt of the Condemnation award, restore the remaining portion of the Premises and the Annual Rent shall be proportionately adjusted if the interior area of the Premises is changed. Said restoration shall be subject to the written consent of Landlord's first mortgagee, if any, who has a prior right to such award; limited to the condition originally provided by Landlord as of the Commencement Date; and, except limited in cost to the net proceeds of the Condemnation award received and retained by Landlord for those provisions the Premises. Notwithstanding the forgoing, in the event a Condemnation materially prohibits or inhibits Tenant's reasonable use of the Premises for a period in excess of ninety (90) days, Tenant shall have the right to terminate this Lease with no further obligation hereunder. 12.4 All compensation paid for any of the said takings shall belong to and be the property of Landlord without participation by Tenant or any deduction therefrom for any present or future estate of Tenant. Tenant is not prohibited from claiming such award as may be allowed for loss of its business or personal property, provided that survive termination, neither Tenant nor such claim does not diminish or adversely affect Landlord's award or that of any mortgagees or underlying ground lessors. 12.5 Landlord shall have promptly give Tenant notice of the receipt of any further obligations hereunderinitial notice Landlord receives regarding any Condemnation action.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge If all or such portion of the institution Premises so as, in the reasonable judgment of Lessee, to make the balance thereof untenantable is condemned by eminent domain for any public or quasi-public use or purpose or is transferred in avoidance of an exercise of the power of eminent domain (an "APPROPRIATION"), then this Lease shall terminate as of the date that title vests in the condemning authority. All Base Rent and Additional Rent shall be paid up to such date of termination and Lessee shall have no further claim against Lessor nor against the condemning authority for the value of any proceeding for Condemnationunexpired term of the Lease, shall notify and the other party thereof and each proceeds awarded on account of Landlord and Tenant such Appropriation shall be entitledallocated as follows: (a) to Lessor, at its sole cost and expensean amount representing the Base Rent reserved under this Lease for the balance of the Lease Term; (b) to Lessor, an amount representing the value of Lessor's reversionary interest in the Premises; (c) to Lessee, to participate the extent available after the payments described in any Condemnation proceedingclauses (a) and (b) above, the straight line depreciated value of Improvements constructed by Lessee on the Land subsequent to the Commencement Date; and (d) to Lessor, the balance of the award. Subject If the values of the respective interests of Lessee and Lessor shall be determined by a court or the awarding authority according to the provisions of this Paragraph 13 clauses (a), (b), (c) and Paragraph 15(d) above, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease values so determined shall be deemed to assign to Landlord any Tenant’s Award. (a) conclusive upon Lessor and Lessee. If (I) such value shall not have been separately determined in the entire Leased Premisesaward, (II) such value shall be reasonably determined by the parties. In the event of an Appropriation of a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method a termination of ingress and egress to and from this Lease as provided above, the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, Base Rent payable hereunder shall be subject abated in the proportion which the land area of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain portion of the entire award. In the event that Tenant terminates this Lease pursuant Premises so taken bears to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered total land area Premises immediately prior to the applicable authority (Appropriation. The entire award made by reason of any such partial Appropriation shall belong entirely to Lessor. Lessee hereby waives any statutory and/or common law rights of termination which may arise by reason of any Appropriation of the “Taking Termination Date”). Upon such termination dateLand and/or the Improvements thereon including, Tenant shall pay to Landlord without limitation, the sum provisions of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderA.R.S. Section 33-343.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, Building or Premises are taken by right of eminent domain or conveyed in lieu thereof (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination DateTaking”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate andas of the date of the Taking. If any material portion, except for those provisions but less than all, of the Building becomes subject to a Taking, then Landlord may terminate this Lease by delivering written notice thereof to Tenant within thirty (30) days after such Taking, and Rent shall be apportioned as of the date of such Taking. If Landlord does not so terminate this Lease, then this Lease will continue, but if any portion of the Premises has been taken, then Rent shall be abated on a reasonable basis as to that survive terminationportion of the Premises rendered untenantable by the Taking. If any Taking occurs, neither Tenant nor then Landlord shall have receive the entire award or other compensation for the Building, the Land, and any further obligations hereunderother improvements taken; however, Tenant may separately pursue a claim (to the extent it will not reduce Landlord’s award) against the condemnor for the value of Tenant’s personal property which ▇▇▇▇▇▇ is entitled to remove under this Lease, moving costs, loss of business, and other claims it may have. If the Lease is not terminated, Landlord shall proceed with reasonable diligence to restore the remaining part of the Premises and the Building substantially to their former condition to the extent feasible to constitute a complete and tenantable Premises and Building; provided, however, that Landlord shall only be required to reconstruct building standard leasehold improvements existing in the Premises as of the date of the Taking, and Tenant shall be required to pay the cost for restoring any other leasehold improvements. In no event shall Landlord be required to spend more than the condemnation proceeds received by Landlord for such repair. The rights contained in this Section 14 shall be Tenant’s sole and exclusive remedy in the event of a taking or condemnation. Landlord and Tenant each waives the provisions of Sections 1265.130 and 1265.150 of the California Code of Civil Procedure and the provisions of any successor or other law of like import.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge A. If the whole or a substantial part of the institution Building or the Land is taken or condemned by any governmental authority for any purpose (or is transferred to any governmental authority in lieu of any proceeding condemnation, such transfer being deemed a condemnation for Condemnationpurposes of this Lease), Landlord shall notify have the other party thereof and each of Landlord and Tenant shall be entitled, right at its sole cost discretion to terminate the Lease upon sixty (60) days notice to Tenant, and expenseupon the giving of such notice by Landlord the Term shall terminate as of the date title vests in the authority, to participate in any Condemnation proceedingand the rent shall be abated on that date. Subject to If the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award whole or payment in respect of any Condemnation a substantial part of the Leased Premises is taken or condemned by any part thereofgovernmental authority for any purpose (or is transferred to any governmental authority in lieu of condemnation, except that such transfer being deemed a condemnation for purposes of this Lease), Landlord or Tenant shall have the right at its sole discretion to terminate the Lease upon sixty (except 60) days notice to the other Party, and upon the giving of such notice the Term shall terminate as hereinafter provided) nothing of the date title vests in this Lease the authority, and the rent shall be deemed to assign to Landlord any Tenant’s Awardabated on that date. (a) B. If (I) the entire Leased Premises, (II) less than a material portion substantial part of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss Building or the Land is taken or condemned by any governmental authority for any purpose, or if a substantial part of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, the Building or (III) the Land is taken or condemned by any means of ingressgovernmental authority for any purpose, egress or access to the Leased Premises which but Landlord does not result in at least one method of ingress and egress elect to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentencepreceding paragraph, such termination provided that at least some portion of the Premises is taken, Rent shall be effective upon the later equitably adjusted as of (i) the Termination Date set forth in such Termination Notice and (ii) the date title vests in the authority and this Lease shall otherwise continue in full force and effect. For purposes of this Section, a substantial part of the Premises, the Building or the Land shall be considered to have been taken or condemned if, in the reasonable opinion of Landlord, the taking or condemnation shall prevent Tenant from conducting on a permanent basis its business in the Premises in a manner reasonably comparable to that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or conducted immediately prior to such date taking or condemnation. Tenant shall have no claim against Landlord arising out of the taking or condemnation, or arising out of the cancellation or termination of this Lease, or for any portion of the amount that remains unpaid may be awarded as damages as a result of any taking or condemnation or for the value of any unexpired portion of the Term or for any property other than Tenant’s Personal Property, and upon Tenant hereby assigns to Landlord all its rights, title and interest in and to any such paymentaward; provided, this Lease however, that in the event of a total taking, Tenant may assert any claim it may have against the condemning authority for compensation for Tenant’s Personal Property and for any relocation expenses compensable by statute, and receive such awards therefor as may be allowed in the condemnation proceedings if such awards shall terminate andbe made in addition to and stated separately from the award made for the Premises, except for those provisions that survive termination, neither Tenant nor the Building or the Land. Landlord shall have no obligation to contest any further obligations hereundertaking or condemnation.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of If the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises whole or any part thereofof the Premises or Building shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use or purpose, except that (except or if any adjacent property or street shall be so taken or condemned, or reconfigured or vacated by such authority in such manner as hereinafter provided) nothing to require the use, reconstruction or remodeling of any part of the Premises or Building, or if Landlord shall grant a deed or other instrument in lieu of such taking by eminent domain or condemnation, Landlord shall have the option to terminate this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than upon ninety (90) days' notice, provided such notice is given no later than one hundred eighty (180) days after the date of such Taking has occurredtaking, serve condemnation, reconfiguration, vacation, deed or other instrument. If a substantial portion of the Premises is taken which results in substantial interference with Tenant’s Termination Notice upon Landlord's use of the Premises, or if access to the Premises is substantially impaired, in which each case for a period in excess of one hundred eighty (180) days, Tenant shall have the option to terminate this Lease shall terminate on upon ninety (90) days' notice, provided such notice is given no later than two hundred ten (210) days after the Taking Termination Date and date of such taking. Landlord shall be entitled to receive and retain the entire award. In the event award or payment in connection therewith, except that Tenant terminates this shall have the right to file any separate claim available to Tenant for any taking of Tenant's personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Lease Term pursuant to the foregoing sentenceterms of this Lease, and for moving expenses, so long as such termination claim does not diminish the award available to Landlord, its ground lessor with respect to the Real Property or its mortgagee, and such claim is payable separately to Tenant. All Rent shall be effective upon the later apportioned as of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such datetermination, or the date of such taking, whichever shall first occur. If any part of the Premises shall be taken, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate andnot be so terminated, except for those provisions that survive termination, neither the Rent shall be proportionately abated. Tenant nor Landlord shall hereby waives any and all rights it might otherwise have any further obligations hereunderpursuant to Section 1265.130 of the California Code of Civil Procedure.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If twenty-five percent (I25%) or more of either the entire Leased Premises, the Building or the Project or the parking areas for the Building or the Project is taken for any public or quasi-public purpose by any lawful governmental power or authority, by exercise of the right of appropriation, inverse condemnation, condemnation or eminent domain, or sold to prevent such taking (IIeach such event being referred to as a "Condemnation"), Landlord may, at its option, terminate this Lease as of the earlier of the date title vests in the condemning party and the date possession is denied Tenant by the condemning party. If twenty-five percent (25%) or more of the Premises is taken and if the Premises remaining after such Condemnation and any repairs by Landlord would be untenantable for the conduct of Tenant's business operations, Tenant shall have the right to terminate this Lease as of the earlier of the date title vests in the condemning party and the date possession is denied Tenant by the condemning party. If either party elects to terminate this Lease as provided herein, such election shall be made by written notice to the other party given within thirty (30) days after the nature and extent of such Condemnation have been finally determined. If neither Landlord nor Tenant elects to terminate this Lease to the extent permitted above, Landlord shall promptly proceed to restore the Premises, to the extent of any Condemnation award received by Landlord, to substantially the same condition as existed prior to such Condemnation, allowing for the reasonable effects of such Condemnation, and a material proportionate abatement shall be made to the Base Rent corresponding to the time during which, and to the portion of the Land floor area of the Premises (adjusted for any increase thereto resulting from any reconstruction) of which, Tenant is deprived on account of such Condemnation and restoration, as reasonably determined by Landlord. Except as expressly provided in the immediately preceding sentence with respect to abatement of Base Rent, Tenant shall have no claim against Landlord for, and hereby releases Landlord and Landlord's Agents from responsibility for and waives its entire claim of recovery for any cost, loss or expense suffered or incurred by Tenant as a result of any Condemnation or the Improvements repair or any means restoration of ingress, egress or access to the Leased Premises, the Building or the Project or the parking areas for the Building or the Project following such Condemnation, including, without limitation, any cost, loss or expense resulting from any loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to use of the business operations whole or any part of Tenant at the Leased Premises, the Building, the Project or (III) the parking areas and/or any means inconvenience or annoyance occasioned by such Condemnation, repair or restoration. The provisions of ingressCalifornia Code of Civil Procedure Section 1265.130, egress or access which allows either party to petition the Leased Premises which does not result Superior Court to terminate the Lease in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject event of a Taking partial taking of the Premises, the Building or the Project or the parking areas for the Building or the Project, and any other applicable law now or hereafter enacted, are hereby waived by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety Tenant. (90b) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive any and retain all compensation, damages, income, rent, awards, or any interest therein whatsoever which may be paid or made in connection with any Condemnation, and Tenant shall have no claim against Landlord for the entire award. In the event value of any unexpired term of this Lease or otherwise; provided, however, that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunder.be

Condemnation. Each (A) To the knowledge of Landlord and Tenantthe Real Estate Owner, promptly upon obtaining knowledge no condemnation or eminent domain proceeding has been commenced or threatened against any part of the Real Estate Owner Project Facility. The Real Estate Owner shall notify the Agency of the institution of any proceeding for Condemnationcondemnation proceedings and, shall notify within seven days after inquiry from the other party thereof and each of Landlord and Tenant shall be entitledAgency, at its sole cost and expense, to participate inform the Agency in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation writing of the Leased Premises status of such proceeding. (B) If title to, or the use of, all or any part thereof, except that of the Real Estate Owner Project Facility shall be taken by Condemnation: (1) the Agency shall have no obligation to restore the Real Estate Owner Project Facility; (2) there shall be no abatement or reduction in the amounts payable by the Real Estate Owner under this Lease Agreement or under any other Basic Document (whether or not the Real Estate Owner Project Facility is restored); (3) the Real Estate Owner shall promptly give notice thereof to the Agency; and (4) except as hereinafter providedotherwise provided in subsection (C) nothing in of this Lease shall be deemed to assign to Landlord any Tenant’s Award. Section 7.2, (a) If the Real Estate Owner shall promptly restore the Real Estate Owner Project Facility (I) the entire Leased Premises, (II) a material portion excluding any part of the Land or the Improvements Facility taken by Condemnation) as a complete architectural unit of substantially the same usefulness, design and construction as existed immediately prior to such Condemnation, with such changes, alterations and modifications as may be desired by the Real Estate Owner and consented to in writing by the Agency, provided that such changes, alterations or any means modifications do not so change the nature of ingressthe Real Estate Owner Project Facility that it does not constitute a “project” as such quoted term is defined in the Act, egress or access change the use of the Real Estate Owner Project Facility as specified in Section 3.2 hereof without the prior written consent of the Agency, and (b)(1) the Agency shall make available to the Leased PremisesReal Estate Owner (from the Net Proceeds of any Condemnation award relating to the Real Estate Owner Project Facility, if any, on deposit with the Agency) such moneys as may be necessary to pay the costs of the restoration of the Real Estate Owner Project Facility, and in the event that the funds from the Net Proceeds of any Condemnation award on deposit with the Agency provided by the Agency to the Real Estate Owner are not sufficient to pay in full the costs of such restoration, the loss Real Estate Owner shall nonetheless complete such restoration and shall pay from his own moneys that portion of which even the costs thereof in excess of such funds, and (2) any balance of such funds from the Net Proceeds of any Condemnation award, if any, remaining on deposit with the Agency after payment of all of the costs of such restoration would, in Tenant’s reasonable business judgment, shall be substantially and materially adverse paid to the business operations Real Estate Owner for his own purposes. (C) Notwithstanding anything to the contrary contained in subsection (B) of Tenant at this Section 7.2, the Leased PremisesReal Estate Owner shall not be obligated to restore the Real Estate Owner Project Facility, and the Net Proceeds of any Condemnation award shall not be applied as provided in subsection (B) of this Section 7.2, if the Real Estate Owner shall notify the Agency that he elects to exercise its option under Article XI hereof to purchase the Agency’s interest in the Real Estate Owner Project Facility. In such event, or if an Event of Default shall have occurred and be continuing, the lesser of (1) the Net Proceeds of any Condemnation award, or (III2) any means the amount necessary to prepay all of ingress, egress or access the Indebtedness in full shall be applied to the Leased Premises which does not result prepayment of the Indebtedness in at least one method of ingress full. If the Net Proceeds collected under any and egress all Condemnation awards are less than the amount necessary to and from prepay the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal RequirementsIndebtedness in full, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant Real Estate Owner shall pay to Landlord the sum of (x) all accrued Agency the difference between such amounts and unpaid Basic Rent as the Net Proceeds of such dateCondemnation awards so that the Indebtedness shall be prepaid in full. (D) If all of the then owing Indebtedness has been paid in full, all such Net Proceeds (or the balance thereof) shall be paid to the Real Estate Owner for his purposes. (E) Unless an Event of Default under any of the Basic Documents shall have occurred and (y) all Additional Rent due be continuing, the Real Estate Owner shall have sole control of any Condemnation proceeding with respect to the Real Estate Owner Project Facility or any part thereof and payable on or prior to may negotiate the settlement of any such date that remains unpaid and upon such payment, this Lease proceeding. The Real Estate Owner shall terminate notify the Agency of the institution of any condemnation proceedings and, except for those provisions that survive terminationwithin seven days after inquiry from the Agency, neither Tenant nor Landlord inform the Agency in writing of the status of such proceeding. (F) The Agency shall, at the expense of the Real Estate Owner, cooperate fully with the Real Estate Owner in the handling and conduct of any such Condemnation proceeding. In no event shall have the Agency voluntarily settle, or consent to the settlement of, any further obligations hereundersuch Condemnation proceeding without the written consent of the Real Estate Owner.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If during the term of this Lease one or more Buildings, the Property or Improvements, or any substantial part of any of them, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (Iincluding any transfer in avoidance of an exercise of the power of eminent domain), or receives irreparable damage by reason of anything lawfully done under color of public or other authority, then (i) this Lease shall terminate as to the entire Leased Premisesapplicable Building(s) at Landlord’s election by written notice given to Tenant within sixty (60) days after the taking has occurred, and (IIii) a material this Lease shall terminate as to the entire applicable Building(s) at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Land Property taken is of such extent and nature as substantially to handicap, impede or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for permanently impair Tenant’s use thereof and that meets all existing Legal Requirementsof the balance of the applicable Building(s). If Tenant elects to terminate this Lease, as determined by Tenant in its reasonable discretionshall also notify Landlord of the date of termination, which date shall not be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not earlier than thirty (30) days nor later than ninety (90) days after such Taking Tenant has occurred, serve a notified Landlord of Tenant’s Termination Notice upon Landlordelection to terminate, in which case except that this Lease shall terminate on the Taking Termination Date date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as to the applicable Building(s) as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and additional rent and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the applicable Building(s) is impaired), Landlord shall be entitled restore the Building Shell of the applicable Building(s) and the Common Area improvements to receive a complete architectural whole and retain a functional condition and as nearly as reasonably possible to the entire awardcondition existing before the taking, and Tenant shall restore the Tenant Improvements and Tenant’s other alterations, additions and improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, each party shall use its respective best efforts (including, without limitation, any necessary negotiation or intercession with its respective lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Landlord and Tenant in portions reasonably corresponding to the cost and scope of their respective restoration obligations, subject only to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event that of a partial condemnation of one or more Buildings or the Property. (b) The respective obligations of Landlord and Tenant terminates pursuant to Section 17.2(a) are subject to the following limitations: (i) Each party’s obligation to repair and restore shall not exceed, net of any condemnation awards or other proceeds available for and allocable to such restoration as contemplated in Section 17.2(a), an amount equal to five percent (5%) of the replacement cost of the Building Shell of the applicable Building(s) and the Common Area improvements, as to Landlord, or five percent (5%) of the replacement cost of the Tenant Improvements in the applicable Building(s), as to Tenant; if the replacement cost as to either party exceeds such amount, then the party whose limit has been exceeded may terminate this Lease with respect to the applicable Building(s) unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall; and (ii) If this Lease is terminated with respect to the applicable Building(s) pursuant to the foregoing sentenceprovisions of this Section 17.2, such termination or if this Lease remains in effect but any condemnation awards or other proceeds become available as compensation for the loss or destruction of any of the Improvements, then Landlord and Tenant agree (and any Lender shall be effective upon the later of asked to agree) that there shall be paid from such award or proceeds (i) to Landlord, the Termination Date set forth in such Termination Notice award or proceeds attributable or allocable to the Building Shell of the applicable Building(s) and/or the Common Area improvements, and (ii) to Landlord and Tenant, respectively, portions of the date that possession is required to be surrendered award or proceeds attributable or allocable to the Tenant Improvements in the applicable authority (Building(s), in the “Taking Termination Date”respective proportions in which Landlord and Tenant would have shared, under Section 17.1(c). Upon such termination date, Tenant shall pay to Landlord the sum proceeds of (x) all accrued and unpaid Basic Rent as any insurance proceeds following loss or destruction of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderImprovements by an insured casualty.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) at any time during the entire Leased Premises, (II) a material portion term the whole of the Land Premises shall be taken for any public or the Improvements or quasi-public use, under any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premisesstatue, or by right of eminent domain, except as provided in subparagraph (III) any means of ingressc), egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date date of such taking. (b) If less than all the Premises shall be taken and, in Tenant's reasonable opinion communicated by notice to Akzo Nobel within sixty (60) consecutive days after notice of such taking, Tenant is able to gain access to and Landlord continue the conduct of its business in the part not taken, this Lease shall remain unaffected, except that Tenant shall be entitled to a pro rata abatement of Base Rent and Electricity Charge based on the proportion which the area of the space so taken bears to the area of the space demised hereunder immediately prior to such taking. (c) If the use and occupancy of the whole or any part of the Premises is temporarily taken for a public or quasi-public use for a period greater than two (2) months but less than the balance of the term, at Tenant's option to be exercised in writing and delivered to Akzo Nobel not later than sixty (60) consecutive days after the date Tenant is notified of such taking, this Lease and the term hereby granted shall terminate on the date specified in Tenant's notice or shall continue in full force and effect. If this Lease remains in effect, Tenant shall be entitled to a proportionate abatement of the Base Rent and Electricity Charge in the manner and to the extent provided in paragraph (b). (d) Akzo Nobel shall be entitled to receive and retain the entire awardaward or awards in any condemnation proceeding without deduction therefrom for any estate vested in Tenant and Tenant shall receive no part of such award or awards from Akzo Nobel. In Tenant shall be entitled to receive any separate award for the event that Tenant terminates taking of Tenant's trade fixtures and/or for its relocation costs. (e) If there is a taking hereunder and this Lease pursuant is continued, Akzo Nobel shall, at its expense, proceed with reasonable diligence to repair, alter and restore the Premises as a complete architectural unit of substantially the same proportionate usefulness, design and construction existing immediately prior to the foregoing sentencedate of taking. (f) Taking by condemnation or eminent domain hereunder shall include the exercise of any similar governmental power and any sale, such termination shall be effective upon transfer or other disposition of the later Premises or Akzo Nobel's Site in lieu or under threat of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereundercondemnation.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If during the term of this Lease the Premises or the Common Areas of the Center, or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (Iincluding any transfer in avoidance of an exercise of the power of eminent domain), or receives irreparable damage by reason of anything lawfully done under color of public or other authority, then (i) this Lease shall terminate as to the entire Leased PremisesPremises at Landlord’s election by written notice given to Tenant within sixty (60) days after the taking has occurred, and (IIii) a material this Lease shall terminate as to the entire Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Land Premises taken is of such extent and nature as substantially to handicap, impede or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for permanently impair Tenant’s use thereof and that meets all existing Legal Requirementsof the balance of the Premises. If Tenant elects to terminate this Lease, as determined by Tenant in its reasonable discretionshall also notify Landlord of the date of termination, which date shall not be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not earlier than thirty (30) days nor later than ninety (90) days after such Taking Tenant has occurred, serve a notified Landlord of Tenant’s Termination Notice upon Landlordelection to terminate, in which case except that this Lease shall terminate on the Taking Termination Date date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of minimum rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall be entitled restore the shell of the buildings in which the Premises are located and Common Area improvements to receive a complete architectural whole and retain a functional condition and as nearly as reasonably possible to the entire awardcondition existing before the taking, and Tenant shall restore the other improvements in the Premises and Tenant’s other alterations, additions and improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, each party shall use its respective best efforts (including, without limitation, any necessary negotiation or intercession with its respective lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Landlord and Tenant in portions reasonably corresponding to the cost and scope of their respective restoration obligations, subject only to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event that of a partial condemnation of the Premises or the Center. (b) The respective obligations of Landlord and Tenant terminates pursuant to Section 15.2(a) are subject to the following limitations: (i) Each party’s obligation to repair and restore shall not exceed, net of any condemnation awards or other proceeds available for and allocable to such restoration as contemplated in Section 15.2(a), an amount equal to five percent (5%) of the replacement cost of the shell of the buildings in which the Premises are located and the Common Area improvements, as to Landlord, or five percent (5%) of the replacement cost of the other improvements in the Premises as to Tenant; if the replacement cost as to either party exceeds such amount, then the party whose limit has been exceeded may terminate this Lease unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall; and (ii) If this Lease is terminated pursuant to the foregoing sentenceprovisions of this Section 15.2, such termination or if this Lease remains in effect but any condemnation awards or other proceeds become available as compensation for the loss or destruction of any of the Improvements, then Landlord and Tenant agree (and any Lender shall be effective upon asked to agree) that such proceeds shall be allocated between Landlord and Tenant, respectively, in the later respective proportions in which Landlord and Tenant would have shared, under Section 15.1 (c), the proceeds of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to any insurance proceeds following loss or destruction of the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderImprovements by an insured casualty.

Condemnation. Each (a) If, prior to commencement of Landlord and Tenantrent or otherwise, promptly upon obtaining knowledge the entire parcel of which the demised premises are a part shall be taken under any condemnation or eminent domain proceedings (each such occurrence being hereinafter referred to as a "Taking") by any governmental authority during the term hereof, or in the event twenty-five percent (25%) or more of the institution demised premises is taken in any such proceedings and the remaining portion shall not be suitable or adequate (in the reasonable opinion of the Lessee exercised in good faith) for the uses described in this Lease, and Lessee notifies Lessor of such determination within thirty (30) days next following the taking of physical possession of such portion of the demised premises by the governmental authority or the date upon which title vests in the Taking authority, whichever is first to occur, then in any such event this Lease and the term hereof shall terminate as of the date physical possession of the property is taken by the Taking authority, and Lessee shall be liable for the payment of 'rent and performance of the other terms and conditions of this Lease on Lessee's part to be performed only up to the date of such termination, and any rent paid in advance for periods following such date shall be apportioned and promptly refunded to Lessee. (b) If less than the entire parcel of which the demised premises are a part, or less than twenty-five percent (25%) of the demised premises, shall be acquired or taken by condemnation or eminent domain as aforesaid, or if the mortgagee of the property taken shall not make the proceeds of any proceeding awards or payable as to the Taking available for Condemnationrestoration and repair of vie balance of the property, shall notify or in the other party thereof and each event the Taking occurs within the last twenty-four (24) months of Landlord and Tenant the Lease term (or of a renewal term, if any), Lessor shall be entitledentitled to terminate this Lease without liability by reason of such Taking. If Lessor does not so terminate this Lease, at its sole cost this Lease shall not cease and expense, to participate in any Condemnation proceeding. Subject terminate and Lessor shall rebuild and restore the demised premises as nearly as possible to the provisions of this Paragraph 13 condition existing next preceding such Taking, with due allowance for the portion so taken; Lessee shall promptly restore or repair any improvements made by it in the demised premises; and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed and remain in full force and effect and be unaffected by the Taking, except that from the date possession of the taken portion of the demised premises is acquired by the Taking authority the rate of rent under the Lease shall be diminished by a percentage equal to assign the 'percentage of the demised premises so taken. The restoration or repair work to Landlord be done by Lessee shall be done subject to any Tenant’s Awardand all terms and conditions elsewhere set forth in this Lease governing alterations or work on Lessee's part to be performed. (ac) If (I) Lessor will seek to have any mortgagee of the entire Leased Premisesbuilding housing the demised premises provide for application of the proceeds of any Taking awards to restoration, (II) a material repair, and reconstruction of the portion of such property remaining after the Land Taking. Notwithstanding the amount of the land, building, or improvements taken by condemnation or eminent domain or the Improvements termination or continuance of this Lease with respect thereto, Lessee shall not participate or share in any recovery, award, or damages payable or paid as to such Taking, nor have or assert any right, claim, or cause of action against Lessor, or mortgagee of the dernised premises or the governmental authority making such Taking whether for the loss of, or diminution in value of the unexpired term of this Lease, or as to the Taking of any such land, building, and/or improvements or otherwise; and Lessee for itself and its successors and assigns hereby waives, surrenders, and releases to Lessor any and all claims or rights to claim or receive all or any means portion of ingressany and all recovery, egress or access awards, and/or damages as to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire awardTaking. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as terminated or terminates by reason of such dateTaking, the provisions of the Lease applicable upon expiration of the Lease shall govern the parties. (d) If permitted by statute, Lessee may assert a separate and independent claim for and recover from the Taking authority, but not from Lessor any compensation as may be separately awarded or recoverable by Lessee in its own name and right for any damage to Lessee's portable fixtures and equipment, or on account of any expenses which it shall incur in removing its merchandise, furnishings, and (y) all Additional Rent due and payable on equipment from the demised premises, but in no event shall any such claims or prior recoveries be claimed or asserted in the event the same would, may, or shall diminish, offset, or bar any damages, recovery, or award to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderLessor or the fee owner of the demised premises.

Condemnation. Each As used herein, the word "condemned" is coextensive with the phrase "right of Landlord eminent domain," i.e., the right of people or government to take property for government use and Tenantshall include the intention to condemn expressed in writing as well as the filing of any action or proceeding for condemnation. 22.1 In the event that any action or proceeding is commenced for the condemnation, promptly upon obtaining knowledge in exercise of the institution right of any proceeding for Condemnationeminent domain, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased demised Premises or if Lessor is advised in writing by any government (federal, state or municipal) or any agency or department or bureau thereof, or any entity or body having the right or power of condemnation, of its intention to condemn said demised Premises at the time thereof, or if the demised Premises or any part thereofor section thereof be condemned through such action, except that (except as hereinafter provided) nothing then and in any of said events: 22.1.1 The term of this Lease shall be deemed continue under the terms and conditions herein specified until such time as the condemnor actually takes possession of the demised Premises, or gives either Lessor or Lessee thirty (30) days' written notice of intention to assign to Landlord any Tenant’s Awardtake such possession. (a) If (I) 22.1.2 Lessor may, without any obligation or liability to Lessee and without affecting the entire Leased Premisesvalidity and existence of this Lease other than as hereafter expressly provided, (II) a material agree to sell and/or convey to the condemnor, without first requiring that any action or proceeding be instituted, or, if such action or proceeding shall have been instituted, without requtnng any trial or hearing thereof, the Lessor is expressly empowered to stipulate to judgment therein that the demised Premises sought by the condemnor is free from this Lease and the rights of Lessee, excepting only as hereinafter in paragraph 22.1.3 provided. 22.1.3 Lessee shall have no claim against Lessor nor be entitled to any part of portion of the Land amount that may be paid or awarded as a result of the Improvements sale, for the reasons as aforesaid, or any means condemnation of ingress, egress or access to the Leased demised Premises, Lessee hereby assigning, transferring and setting over unto Lessor its interest, if any, which Lessee would but for this provision have in, to, upon or against the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased demised Premises, or (III) any means of ingressthe amount agreed to be paid and/or awarded and paid to Lessor, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining excepting only that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord Lessee shall be entitled to receive seek to recover against the condemnor, and retain Lessor shall have no claim therefor or thereto in the entire award. In following: 22.1.3.1 Lessee's trade fixtures and any removable structures and improvements erected and made by Lessee to or upon the demised Premises which Lessee is or shall be entitled to remove upon the expiration of the term of this Lease. 22.1.3.2 Costs of removing Lessee's business from the demised Premises to a new location. 22.2 Each party waives the provision of CCP §1265.130 allowing either party to petition the Superior Court to terminate this Lease in the event that Tenant terminates this Lease pursuant to of a partial taking of the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderPremises.

Condemnation. Each of Landlord and Tenant, promptly (A) Immediately upon obtaining knowledge of the institution commencement or threat of any proceeding for action in connection with (1) any condemnation, (2) any other taking of the Property or any part thereof by any public authority or private entity having the power of eminent domain, or (3) any conveyance in lieu of such condemnation or taking of the Property or any part thereof (“Condemnation”), Mortgagor shall notify Mortgagee in writing but in no event later than ten (10) days after Mortgagor obtains knowledge of the other party thereof and each commencement of Landlord and Tenant or threat or likelihood of a Condemnation. Mortgagee shall be entitledhave the right, at its sole cost and expensebut not the obligation, to participate in any proceedings relating to any Condemnation proceeding. Subject and may, in its sole discretion, consent or withhold its consent to any settlement, adjustment, or compromise of any claims arising from the Condemnation and no such settlement, adjustment or compromise shall be final or binding upon Mortgagee without Mortgagee’s prior consent. (B) Except as expressly provided in Section 1.03(C), if all or part of the Property is taken by Condemnation and Mortgagee in its reasonable judgment determines that the remainder of the Property, if any, cannot be operated as an economically viable entity at substantially the same level of operations as immediately prior to such Condemnation, then all proceeds of the Condemnation (“Condemnation Proceeds”) shall be paid over to Mortgagee and shall be applied first toward reimbursement of the costs and expenses (including reasonable attorneys’ and paralegals’ fees) of Mortgagee, if any, in connection with the recovery of such Condemnation Proceeds, and then, in the sole and absolute discretion of Mortgagee and without regard to the provisions adequacy of its security under this Paragraph 13 Mortgage, shall be applied against all amounts due hereunder or under the Note and Paragraph 15any remaining Condemnation Proceeds shall be released to Mortgagor. Partial prepayment of the Note under this Section 1.03(B) with Condemnation Proceeds shall not be subject to the Prepayment Premium; however, Tenant hereby irrevocably assigns such partial prepayment shall not entitle Mortgagor to Landlord any award prepay the portion of the Note remaining unpaid after application of the Condemnation Proceeds. Full or payment partial prepayment of the balance shall continue to be subject to the terms and conditions of the Note, including the No-Prepayment Period and the Prepayment Premium described therein. (C) If less than all of the Property is taken by Condemnation and Mortgagee in respect its reasonable judgment determines that the remainder of the Property can be operated as an economically viable entity at substantially the same level of operations as immediately prior to such Condemnation, then Mortgagor shall diligently restore the Property to a condition and use as close as possible to its condition immediately prior to the Condemnation and all Condemnation Proceeds shall be made available to Mortgagor for such restoration. If the estimated cost of restoration, as reasonably determined by Mortgagee, is equal to or less than One Hundred Fifty Thousand Dollars ($150,000), all Condemnation Proceeds shall be released directly to Mortgagor for restoration of the Property. If the estimated cost of restoration exceeds One Hundred Fifty Thousand Dollars ($150,000), all Condemnation Proceeds shall be deposited into an escrow fund in accordance with Section 1.05 below. Mortgagee shall have the right to obtain an opinion of an independent contractor or engineer satisfactory to Mortgagee, at Mortgagor’s expense, to estimate the cost to restore the remaining portion of the Property. If the amount of the Condemnation Proceeds is not sufficient to restore the Property based on the opinion of an independent contractor or engineer, subject to revision as restorations are made, Mortgagor shall be obligated to pay the difference toward the restoration of the Property, prior to the disbursement of any Condemnation of Proceeds to, or for the Leased Premises or any part thereofaccount of, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s AwardMortgagor. (aD) If (I) an Event of Default exists at any time from the entire Leased Premisestime of a Condemnation through the completion of restoration and payment of any Condemnation Proceeds, (II) a material portion the use of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, Condemnation Proceeds shall be subject of a Taking governed by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date remedies set forth in Article III below. If an event has occurred which with notice, the passage of time, or both, could become an Event of Default, then, the Condemnation Proceeds shall be held by Mortgagee or in the Escrow Fund (as defined below), as applicable, pending cure of such Termination Notice and (ii) the date that possession is required to be surrendered event prior to the expiration of any applicable authority (cure or grace period. The application of any Condemnation Proceeds to the “Taking Termination Date”). Upon such termination dateindebtedness secured hereby shall not cure or waive any Event of Default hereunder, Tenant shall pay or invalidate any act done pursuant to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereundernotice thereof.

Condemnation. Each (a) If, prior to the Closing Date, all of Landlord and TenantParcel B is taken by eminent domain, promptly upon obtaining knowledge or is the subject of a pending taking which has not been consummated, Seller shall immediately notify Buyer of the institution of any proceeding for Condemnationevent. In this event, shall notify the other party thereof and each of Landlord and Tenant this Agreement shall be entitledimmediately terminated. On termination of this Agreement, at its sole cost and expense, to participate in (i) neither Party shall have any Condemnation proceeding. Subject rights or responsibilities to the provisions of this Paragraph 13 and Paragraph 15other, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of (ii) the Leased Premises or any part thereof, except that Deposit (except as hereinafter providedless the Non-Refundable Deposit) nothing in this Lease shall be deemed promptly returned to assign Buyer, and (iii) the Non-Refundable Deposit shall be promptly paid to Landlord Seller. In this event, any Tenant’s AwardEscrow Cancellation Charges in connection with the termination shall be shared one-half (½) by ▇▇▇▇▇ and one-half (½) by Seller. (ab) If (I) If, prior to the entire Leased PremisesClosing Date, (II) a material portion but not all of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased PremisesParcel B is taken by eminent domain, or (III) any means of ingress, egress or access to is the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking pending taking which has not been consummated, Seller shall immediately notify Buyer of this event. Buyer shall then have the right to terminate this Agreement by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety written notice to Seller delivered within thirty (9030) days after such Taking has occurred▇▇▇▇▇’s receipt of this notice, serve a Tenantif Buyer determines that the portion of Parcel B subject to being taken would materially and adversely affect Buyer’s Termination Notice upon Landlordintended use of Parcel B. If Buyer elects not to exercise the right to terminate pursuant to this Section, in which case this Lease Seller shall terminate on the Taking Termination Date assign and Landlord deliver to Buyer, and Buyer shall be entitled to receive and retain receive, all awards, otherwise payable to Seller, for the entire awardtaking by eminent domain. In The Parties shall proceed to the event that Tenant terminates this Lease Closing Date pursuant to the foregoing sentenceterms of this Agreement, such termination shall be effective upon except as necessitated by eminent domain action, and without any reduction in the later of Purchase Price. If Buyer terminates pursuant to this Section, (i) neither Party shall have any rights or responsibilities to the Termination Date set forth in such Termination Notice and other, (ii) the date that possession is required Deposit (less the Non-Refundable Deposit) shall be promptly returned to Buyer, (iii) the Non-Refundable Deposit shall be surrendered promptly paid to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunder.Seller,

Condemnation. Each of Landlord and Tenant, Borrower shall promptly upon obtaining knowledge give Lender notice of the institution actual or threatened commencement of any proceeding for Condemnationthe Condemnation of any Individual Property of which any Borrower has knowledge and shall cause Mortgage Loan Borrower and Maryland Owner to deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall notify the other party thereof from time to time deliver to Lender all instruments requested by it to permit such participation. Borrower shall cause Mortgage Loan Borrower and each of Landlord and Tenant shall be entitled, Maryland Owner at its sole cost and expense, to participate diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation proceeding. Subject or otherwise (including any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Net Liquidation Proceeds After Debt Service shall have been actually received and applied by Lender, after the deduction of expenses of collection and subject to the provisions rights of this Paragraph 13 and Paragraph 15Mortgage Loan Lender, Tenant hereby irrevocably assigns to Landlord any award the reduction or payment in respect of any Condemnation discharge of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease Debt. Lender shall not be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access limited to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate interest paid on the Taking Termination Date and Landlord Award by the condemning authority but shall be entitled to receive out of the Award as Net Liquidation Proceeds After Debt Service interest at the rate or rates provided herein or in the Note. If an Individual Property or any portion thereof is taken by a condemning authority, Borrower shall cause Mortgage Loan Borrower and retain Maryland Owner to promptly commence and diligently prosecute the entire award. In Restoration of the event that Tenant terminates this Lease pursuant to related Individual Property and otherwise comply with (a) in the foregoing sentencecase of ▇▇▇▇▇ Fargo Mortgage Loan Property, such termination shall be effective upon the later provisions of (i) Section 8.4, Section 8.4 of the Termination Date set forth in such Termination Notice and (ii) Mezzanine 3 Loan Agreement Section 8.4 of the date that possession is required to be surrendered to Mezzanine 2 Loan Agreement, Section 8.4 of the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate Mezzanine 1 Loan Agreement and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunder.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge A. In the event that: i. the whole or any part of the institution Premises shall be taken by any governmental agency or utility under the power of eminent domain; or ii. the main traffic artery or arteries abutting or serving the Premises or the Project, are changed, by condemnation or otherwise, by any governmental agency, in such manner as to injure, permanently and materially, the flow of vehicular traffic to the Premises, unless, within a reasonable period thereafter, equivalent methods of ingress or egress are provided; or iii. as a consequence of any proceeding for Condemnationtaking by any governmental agency or utility under the power of eminent domain, portions of the Project shall notify be divided or separated in any manner from other portions of the other party thereof Project and each which division or separation has, in Tenant's sole judgment, a material adverse impact on Tenant's business; or iv. any material portion of Landlord and the Project still leased by Tenant shall be entitledtaken by any governmental agency or utility under the power of eminent domain and such taking has, at its in Tenant's sole cost and expensebut reasonable judgment, to participate in a material adverse impact on Tenant's business, then, within one hundred eighty (180) days of any Condemnation proceeding. Subject to of the provisions of this Paragraph 13 and Paragraph 15above, Tenant hereby irrevocably assigns shall have the right to Landlord any award or payment in respect of any Condemnation terminate this Lease by written notice to Landlord. Tenant's obligation to pay Rent and perform other obligations under this Lease shall cease as of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in date possession is acquired by the condemnor and this Lease shall be cancelled and terminated as of the date Tenant's damage award is resolved and paid as described in Section 17.C below. For purposes of this Lease, any voluntary conveyance to a governmental agency or utility under the threat of the use of the power of eminent domain by such entity shall be deemed a taking under the power of eminent domain. Subsequent to assign any partial taking of the Premises, the rent shall be reduced in proportion to Landlord any Tenant’s Awardthe amount of property taken. (a) If (I) B. In the entire Leased Premisesevent Tenant does not terminate this Lease, (II) Tenant shall at its own expense and with reasonable dispatch, restore the Premises to a material condition similar to the Premises immediately prior to the taking. During the period of said restoration, Landlord and ▇▇▇▇▇▇ will agree on equitable adjustment of the Rent payable by Tenant for any unusable portion of the Land or the Improvements or Premises. C. Both parties shall pursue their own damage awards with respect to any means of ingresssuch taking, egress or access provided, however, that Tenant shall be entitled to the Leased award in connection with any condemnation insofar as the same represents compensation for or damage to the Improvements, fixtures, equipment or other property paid for or installed by Tenant on the Premises, moving expenses, alteration expenses, and the loss of which even after restoration wouldthe leasehold (i.e., the unexpired balance of the Term immediately prior to such taking) but excluding the value of Landlord's remainder interest in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and . Landlord shall be entitled to receive the award insofar as same represents compensation for or damage to Landlord's fee title or Landlord's remainder interest in the Premises. The parties' rights to recover any such damages or awards shall remain in full force and retain the entire award. In the event that Tenant terminates effect under this Lease pursuant (even if all other obligations shall cease) and for purposes of Section 17.A the Lease shall remain in effect until distribution of all such damage awards. D. Notwithstanding anything contained in this Section 17 to the foregoing sentencecontrary, such termination ▇▇▇▇▇▇’s rights hereunder shall not be effective upon diminished by virtue of the later of (i) fact that Landlord or a department or agency thereof may be acting as the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereundercondemning authority.

Condemnation. Each of Landlord and TenantIf, promptly upon obtaining knowledge prior to the Closing, an action is threatened in writing or initiated to take or condemn any portion of the institution Property by eminent domain proceedings or by deed in lieu thereof ("Condemnation"), Seller, upon receipt of written notice of such action from any proceeding for CondemnationGovernmental Entity, shall notify promptly give Purchaser written notice of such Condemnation stating the other party thereof amount, type and each location of Landlord such Condemnation (a "Condemnation Notice"), and Tenant if such Condemnation shall be entitleda Material Taking, Purchaser may, at its sole cost option, either (a) terminate this Agreement by written notification to Seller ("Condemnation Termination Notice"), within ten (10) Business Days after Purchaser has received the Condemnation Notice (provided, however, if the Closing is scheduled for a date which is less than ten (10) Business Days after Purchaser's receipt of the Condemnation Notice the Closing shall be adjourned until ten (10) Business Days after Purchaser's receipt of the Condemnation Notice) in which event if Purchaser so elects to terminate, this Agreement shall be null and expensevoid, the ▇▇▇▇▇▇▇ Money shall be returned to participate in Purchaser and neither party shall have any Condemnation proceeding. Subject further liability or obligations to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that other (except as hereinafter provided) nothing specifically provided in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased PremisesAgreement), or (IIIb) any means of ingress, egress or access to consummate the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire awardClosing. In the event that Tenant terminates Purchaser elects to proceed under clause (b) of the immediately preceding sentence, or in the event of a Condemnation that is not a Material Taking, the award of the condemning authority shall be assigned to Purchaser at the Closing, in form and substance reasonably satisfactory to Seller and Purchaser. If Purchaser does not timely deliver a Condemnation Termination Notice, Purchaser shall be deemed to have elected to proceed to Closing. So long as this Lease pursuant Agreement has not been terminated, Seller shall not consent to any condemnation award concerning the Property without first having obtained Purchaser's consent, which consent shall not be unreasonably withheld or delayed. A "Material Taking" means a Condemnation that could result in the permanent taking of any rentable square feet of improvements at the Property or the permanent closure of any street access point to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderProperty without reasonable replacement thereof.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion whole of the Land Premises shall be taken by any public or quasi-public authority under the Improvements or any means power of ingresseminent domain, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premisescondemnation, or (III) any means of ingress, egress expropriation or access to in the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject event of a Taking by a duly constituted authority or agency having jurisdictionconveyance in lieu thereof, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later as of (i) the Termination Date set forth in such Termination Notice and (ii) the date that on which possession of the Premises is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination datecondemning authority, and Tenant shall pay to have no claim against Landlord or the sum condemning authority for the value of the unexpired Term of this Lease. (xb) all accrued If any part of the Premises shall be so taken or conveyed, and unpaid Basic Rent if such partial taking or conveyance shall render the Premises unsuitable for the business of Tenant in the reasonable opinion of Landlord, then the Term of this Lease shall cease and terminate as of such datethe date on which possession of the part of the Premises so taken or conveyed is required to be surrendered to the condemning authority, and (y) all Additional Rent due and payable on Tenant shall have no claim against Landlord or prior the condemning authority for the value of any unexpired Term of this Lease. In the event such partial taking or conveyance is not extensive enough to such date that remains unpaid and upon such paymentrender the Premises unsuitable for the business of Tenant, this Lease shall terminate andcontinue in full force and effect except that the Annual Rent shall be reduced in the same proportion that the floor area of the Premises so taken or conveyed bears to such floor area immediately prior to such taking or conveyance, except for those such reduction commencing as of the date Tenant is required to surrender possession of such part of the Premises so taken or conveyed. Subject to the terms and provisions that survive terminationof the Documents, neither Tenant nor Landlord shall promptly restore the Premises, to the extent of condemnation proceeds available for such purpose, as nearly as practicable to a condition comparable to its condition at the time of such condemnation less the part lost in the taking or conveyance, and thereafter Tenant shall promptly make all necessary repairs, restoration, and alterations of Tenant's fixtures, equipment, and furnishings and shall promptly re-enter the Premises. For purposes of determining the amount of funds available for restoration of the Premises from the condemnation award, said amount will be deemed to be that part of the award which remains after payment of Landlord's reasonable expenses incurred in recovering the condemnation award and of any amounts due to the Mortgagee and which represents a portion of the total sum so available that is equitably allocatable to the Premises. (c) In the event of any condemnation or taking as herein before provided, whether whole or partial, Tenant shall not be entitled to any part of the award as damages or otherwise for such condemnation, and Landlord and the Mortgagee are to receive the full amount of such award as their respective interests may appear. Tenant hereby expressly waives any right or claim to any part thereof and assigns to Landlord any such right or claim to which Tenant might become entitled. (d) Although all damages in the event of any condemnation are to belong to the Landlord and the Mortgagee as aforesaid, whether such damages are awarded as full compensation for diminution in value of the leasehold or to the fee of the Premises, Tenant shall have the right, to the extent that same shall not diminish the Landlord's or the Mortgagee's award, to claim and recover from the condemning authority, but not from Landlord or the Mortgagee, such compensation as may be separately awarded or recoverable by Tenant under law in Tenant's own right for or on account of, and limited solely to moving expenses, loss of good will, profit, any further obligations hereundercost to which Tenant might be put in removing Tenant's furniture, fixtures, leasehold improvements, and equipment.

Condemnation. Each As used herein, the word "condemned" is coextensive with the phrase "right of Landlord eminent domain," i.e., the right of people or government to take property for government use and Tenantshall include the intention to condemn expressed in writing as well as the filing of any action or proceeding for condemnation. 22.1 In the event that any action or proceeding is commenced for the condemnation, promptly upon obtaining knowledge in exercise of the institution right of any proceeding for Condemnationeminent domain, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased demised Premises or if Lessor is advised in writing by any government (federal, state or municipal) or any agency or department or bureau thereof, or any entity or body having the right or power of condemnation, of its intention to condemn said demised Premises at the time thereof, or if the demised Premises or any part thereofor section thereof be condemned through such action, except that (except as hereinafter provided) nothing then and in any of said events: Lease 22.1.1 The term of this Lease shall be deemed continue under the terms and conditions herein specified until such time as the condemnor actually takes possession of the demised Premises, or gives either Lessor or Lessee thirty (30) days' written notice of intention to assign to Landlord any Tenant’s Awardtake such possession. (a) If (I) 22.1.2 Lessor may, without any obligation or liability to Lessee and without affecting the entire Leased Premisesvalidity and existence of this Lease other than as hereafter expressly provided, (II) a material agree to sell and/or convey to the condemnor, without first requiring that any action or proceeding be instituted, or, if such action or proceeding shall have been instituted, without requiring any trial or hearing thereof, the Lessor is expressly empowered to stipulate to judgment therein that the demised Premises sought by the condemnor is free from this Lease and the rights of ▇▇▇▇▇▇, excepting only as hereinafter in paragraph 22.1.3 provided. 22.1.3 Lessee shall have no claim against Lessor nor be entitled to any part of portion of the Land amount that may be paid or awarded as a result of the Improvements sale, for the reasons as aforesaid, or any means condemnation of ingress, egress or access to the Leased demised Premises, Lessee hereby assigning, transferring and setting over unto Lessor its interest, of any, which Lessee would but for this provision have in, to, upon or against the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased demised Premises, or (III) any means of ingressthe amount agreed to be paid and/or awarded and paid to Lessor, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining excepting only that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord Lessee shall be entitled to receive seek to recover against the condemnor, and retain ▇▇▇▇▇▇ shall have no claim therefor or thereto in the entire award. In following: 22.1.3.1 ▇▇▇▇▇▇'s trade fixtures and any removable structures and improvements erected and made by ▇▇▇▇▇▇ to or upon the demised Premises which Lessee is or shall be entitled to remove upon the expiration of the term of this Lease. 22.1.3.2 Costs of removing ▇▇▇▇▇▇'s business from the demised Premises to a new location. 22.2 Each party waives the provision of CCP §1265.130 allowing either party to petition the Superior Court to terminate this Lease in the event that Tenant terminates this Lease pursuant to of a partial taking of the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderPremises.

Condemnation. Each of (a) Tenant and Landlord and Tenant, shall promptly give the other written notice upon obtaining knowledge of the institution actual or threatened commencement of any condemnation or eminent domain proceeding for or other governmental taking affecting any Property (a “Condemnation”), and, to the extent not otherwise received, shall deliver to the other copies of any and all papers served in connection with such Condemnation. (b) Subject to the further provisions hereof, following the occurrence of a Condemnation, Tenant, regardless of whether sufficient Condemnation awards are available for restoration, shall, in a reasonably prompt manner, proceed to restore the Property to the extent practicable to be of substantially the same character and quality as prior to the Condemnation, in compliance with all applicable material Legal Requirements. Tenant shall notify not be obligated to restore or replace Tenant’s Property or any Alterations made by Tenant unless the other party thereof same are required to comply with Legal Requirements. (c) This Master Lease shall terminate with respect to the affected Property upon the Condemnation of all or substantially all of such Property, or which renders the unaffected portion of the Property Unsuitable for its Intended Use (“Total Condemnation”); provided, that in the event of a temporary taking (which shall not exceed six (6) consecutive months), the Master Lease shall continue in full force and each of Landlord effect and Tenant shall be entitledreceive the entire award therefor, at its sole cost and expense, subject to participate in any Condemnation proceedingLandlord Mortgage. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any A Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease substantially all of a Property shall be deemed to assign to Landlord any Tenant’s Award. have occurred if (ai) If fifty percent (I50%) the entire Leased Premises, (II) a material portion or more of the Land or the Improvements or any means square footage of ingress, egress or access such Property shall have been subject to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premisesa Condemnation, or (IIIii) there shall have been a loss of access or egress, parking capacity or any means other appurtenance necessary for the operation of ingress, egress or access to such Property substantially in the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, manner in which case this Lease shall terminate on the Taking Termination Date it had previously been operated and Landlord shall be entitled to receive and retain the entire awardthere is no reasonably equivalent replacement therefor. In the event that Tenant terminates of a termination of this Master Lease pursuant to the foregoing sentencethis Section 12.7(c), such termination shall be effective upon the later as of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to Tenant vacates the applicable authority affected Property (and surrenders the “Taking Termination Date”). Upon such termination datesame) in accordance with this Master Lease, Tenant shall have no further obligation to pay any Base Rent or Additional Charges in respect of the affected Property for the period after such termination and surrender, and the Base Rent due under this Master Lease shall be reduced by an amount equal to the amount of the condemnation proceeds actually received by Landlord the sum of (x) all accrued and unpaid Basic Rent as a result of such dateTotal Condemnation, multiplied by eight and seventy-five hundredths percent (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunder8.75%).

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If all or substantially all of the Premises shall be condemned for public use or voluntarily transferred to a public or quasi-public body in lieu of proceeding to a judgment of condemnation (Ihereinafter, “taken”), this Lease shall terminate and rent shall be adjusted to the date of termination. (b) the entire Leased Premises, (II) a material If any portion of the Land Premises or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration wouldComplex shall be taken and Tenant is unable, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its sole but reasonable discretion, to carry on its normal business operations, Tenant shall have the right to (i) terminate this Lease with respect to the Buildings or portions thereof taken or, if (ii) fifty percent (50%) or more of the area of the Premises is taken, terminate the Lease. Upon any partial taking, if Tenant does not terminate the Lease, (1) Rent shall be subject reduced proportionally to reflect the reduced area of the leased Premises. (2) All repairs necessary to restore the Premises or Buildings as nearly as possible to their original condition shall be commenced within thirty (30) days after the taking or transfer; performed in a Taking diligent and workmanlike manner with material of at least the quality used in the original construction of the Buildings and Premises; and completed by Landlord at Landlord’s sole expense with a duly constituted authority or agency having jurisdictionminimum of interference in Tenant’s normal operations. If, in Tenant’s sole but reasonable judgment, Landlord shall not have performed any of the above obligations in strict compliance therewith, then Tenant may, but shall not later than ninety be required to, undertake such obligations, and reasonable, actual costs incurred as a result thereof shall be reimbursed by Landlord within thirty (9030) days after such Taking has occurred, serve a Tenant’s Termination Notice request for payment. Tenant is hereby granted a lien upon any award or settlement resulting from the condemnation to the extent that Tenant has not been reimbursed for any such cost incurred, subject, however, to any prior rights or liens of Stanford or Landlord’s lender. (c) If all or any portion of the Premises or Complex shall be temporarily taken for a period of less than one (1) year, and Tenant is unable, in which case this Lease shall terminate Tenant’s sole but reasonable discretion, to carry on the Taking Termination Date and Landlord its normal business operations, rent shall be entitled to proportionally abated, and Tenant shall receive and retain from the entire award. In award or settlement its reasonable costs of relocation. (d) If all or any portion of the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination Premises or Complex shall be effective upon the later temporarily taken for a period of one (1) year or more, and Tenant is unable, in Tenant’s sole but reasonable discretion, to carry on its normal business operations, (i) terminate this Lease with respect to the Termination Date set forth in such Termination Notice and Buildings wholly or partially taken or, if (ii) fifty percent (50%) or more of the date that possession usable area of the Premises is required to be surrendered to taken, terminate the applicable authority (the “Taking Termination Date”)Lease. Upon such termination datepartial termination, rent shall be reduced proportionally to reflect the reduced area of the leased Premises, and Tenant shall pay receive from the award or settlement its reasonable costs of relocation. (e) Landlord shall give Tenant prompt written notice, with full particulars, of any condemnation proceedings, threats or notices thereof, or offers or negotiations for sale in lieu of condemnation. Tenant shall have the right to Landlord the sum of (x) all accrued and unpaid Basic Rent as of participate in such dateproceedings or negotiations, and (y) all Additional Rent to recover, in addition to relocation costs, costs of damage to its property or Tenant Improvements, the fair market value of its leasehold interest. For this purpose, the fair market value of Tenant’s leasehold interest shall be the net present value of the difference, if any, between rent due hereunder and payable on or prior to such date that remains unpaid and upon such payment, fair market rent during the remainder of the then current term of this Lease (or such lesser period as all or a portion of the Premises may be taken), excluding any unexercised option periods. The discount rate for calculating the value of the leasehold interest shall terminate and, except for those provisions that survive termination, neither Tenant nor be the rate explicitly or implicitly used by Landlord shall have and the condemning authority in any further obligations hereunderagreement or by the court in establishing the award by judgment.

Condemnation. Each 10.1 In the event that the demised premises or any part thereof shall be taken in condemnation Proceedings or by exercise of Landlord any right of eminent domain or by settlement agreement in lieu thereof between Lessor and Tenantthose authorized to exercise such right, promptly upon obtaining knowledge Lessor shall be entitled to collect the entire award made without deduction for any estate hereby vested in or owned by ▇▇▇▇▇▇, subject to the rights of the institution fee simple owner of the real property, which constitutes a part of the demised premises, if Lessor is not fee simple owner, and to the rights of holder of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant mortgage to which this Lease is or shall be entitledsubject and subordinate, at its sole cost and expense, subject also to ▇▇▇▇▇▇'s rights as hereinafter set forth. ▇▇▇▇▇▇ agrees to execute any and all documents that may be required in order to facilitate collection by ▇▇▇▇▇▇ of any and all such awards. Lessee shall have no right to participate in any Condemnation proceedingcondemnation proceedings or agreement except for the purpose of protection ▇▇▇▇▇▇'s interest hereunder. Subject Lessor shall be entitled to one hundred percent (100%) and of any net condemnation award. 10.2 If at any time during the provisions term of this Paragraph 13 and Paragraph 15Lease, Tenant hereby irrevocably assigns to Landlord any award the whole or payment in respect of any Condemnation substantially all of the Leased Premises demised premises shall be so taken or any part thereofcondemned, except that (except as hereinafter provided) nothing in this Lease shall terminate and expire on the date upon which title shall vest in the condemning authority and the net rent provided to be paid by ▇▇▇▇▇▇ shall be apportioned and paid to such date. For the purposes of this Section, "substantially all of the demised premises" shall be deemed to assign have been taken if the position of the demised premises not so taken, and taking into consideration the amount of the net award available for such purpose, cannot be so repaired or reconstructed as to Landlord any Tenant’s Awardconstitute a complete, rentable structure capable of producing a proportionately fair and reasonable net annual income after payment of all operating expenses thereof, the net rent, as the same may be reduced as a result of such taking, additional rent and all other charges hereunder payable, and after performance of all covenants, agreements terms and provisions herein and by law provided to be performed and paid by ▇▇▇▇▇▇. (a) If (I) 10.3 In the entire Leased Premisesevent of a partial taking, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does shall not result in at least one method termination of ingress this Lease, Lessee shall promptly proceed to rebuild, repair and egress restore the remainder of the building on the demised premises if affected thereby to a complete, independent and from self-contained architectural unit, for the Leased Premises remaining that is sufficient purposes in use before the taking, and Lessor shall pay to Lessee, subject to the same provisions and limitations specified herein respecting insurance proceeds, the cost of restoration but in no event to exceed a sum equal to the amount of the separate award made for Tenant’s use consequential damage. Any deficiency will be paid by ▇▇▇▇▇▇. Such work and the performance thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date to and Landlord shall be entitled to receive and retain performed in accordance with the entire awardprovisions respecting alterations, except that the surety company bond shall be in the amount, of any, by which the estimated cost of the work exceeds said separate award from consequential damage. In the event that Tenant terminates there is no separate award for consequential damage, the same shall be fixed and settled by arbitration as herein provided. If this Lease pursuant does not terminate as provided herein, the rental after the date of taking shall be the rental payable by ▇▇▇▇▇▇ immediately prior to the foregoing sentencetaking, such termination reduced by proportionately by the square footage of the building taxes. 10.4 Nothing in this article shall be effective upon construed as precluding Lessee from pursuing any independent action permitted by law or from participating in the later condemnation proceedings for the purpose of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required securing an independent award for loss of business or damage to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereundertrade fixtures.

Condemnation. Each Section 11.01. If title to the fee of the whole of the demised premises or so much thereof as to render the remainder no longer useful for its intended use herein shall be taken or condemned by any competent authority, for any public or quasi-public use, or the demised premises cannot be restored to a useful condition within six (6) months after being taken, this Lease shall cease and terminate, and all annual rent, additional rent and other charges paid or payable by Tenant hereunder shall be apportioned, as of the date of vesting of title in such condemnation proceeding, and the total award made with respect to the demised premises shall be paid to Landlord. Section 11.02. If title to the fee of less than the whole of the demised premises shall be so taken or condemned or conveyed by Landlord in lieu thereof, but the remainder is useful for its intended use herein and can be restored to a useful condition within six (6) months after being taken, then: (a) Landlord shall be entitled to, and shall receive, the entire award made with respect to the demised premises except such portion thereof, if any, as shall be specifically allowed hereinafter as damages to Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment all of Tenant's right, title and interest in respect of any Condemnation of the Leased Premises or any part thereofand to all such awards, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign any such specific award made with respect to Landlord any relocation damages to Tenant’s Award. (ab) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire awardterminate this Lease. In the event that Tenant terminates If this Lease pursuant to is not terminated by Landlord, Landlord shall restore the foregoing sentenceuntaken portion of any building or buildings on the demised premises, so that each such termination building, respectively, shall constitute a complete architectural unit of the same general character and condition (as nearly as may be effective upon possible under the later of (icircumstances) as the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or building existing immediately prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereundercondemnation or taking.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of If the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises whole or any part thereofof the Premises, except that (except Building or Real Property shall be taken by power of eminent domain or condemned by any competent authority for any public or quasi-public use or purpose, or if any adjacent property or street shall be so taken or condemned, or reconfigured or vacated by such authority in such manner as hereinafter provided) nothing to require the use, reconstruction or remodeling of any part of the Premises, Building or Real Property, or if Landlord shall grant a deed or other instrument in lieu of such taking by eminent domain or condemnation, Landlord shall have the option to terminate this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than upon ninety (90) days’ notice, provided such notice is given no later than one hundred eighty (180) days after the date of such Taking has occurredtaking, serve a Tenant’s Termination Notice upon Landlordcondemnation, in which case reconfiguration, vacation, deed or other instrument. If more than twenty-five percent (25%) of the rentable square feet of the Premises is taken, or if access to the Premises is substantially impaired, Tenant shall have the option to terminate this Lease shall terminate on upon ninety (90) days’ notice, provided such notice is given no later than one hundred eighty (180) days after the Taking Termination Date and date of such taking. Landlord shall be entitled to receive and retain the entire award. In the event award or payment in connection with such taking, except that Tenant terminates this shall have the right to file any separate claim available to Tenant for: (i) any taking of Tenant’s personal property belonging to Tenant and removable by Tenant upon expiration of the Lease Term pursuant to the foregoing sentence, such termination shall be effective upon the later terms of (i) the Termination Date set forth in such Termination Notice and this Lease; (ii) loss of goodwill; (iii) relocation expenses under Government Code 7262 (the date that possession is required to be surrendered claim for which Tenant may pursue by separate action independent of this Lease); and (iv) any other amount in addition to the applicable authority foregoing (but specifically excluding any bonus value attributable to the “Taking Termination Date”)leasehold estate created hereby) that does not reduce the amount of the award that would otherwise be payable to Landlord, its ground lessor or mortgagee and such claim is payable separately to Tenant. Upon such termination date, Tenant shall pay have the right to Landlord negotiate directly with the sum condemnor or the relevant competent authority for the recovery of (xthe portion of the award that Tenant is entitled to under subsections 13(i)—(iv) all accrued and unpaid Basic Rent above. Tenant shall have the right to pursue any aforementioned claim so long as of such dateclaim does not diminish the award available to Landlord, its ground lessor with respect to the Real Property or its mortgagee, and (y) all Additional Rent due such claim is payable separately to Tenant. If any part of the Premises shall be taken, and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate andnot be so terminated, except for those provisions that survive terminationthe Rent shall be proportionately abated. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure, neither Tenant nor Landlord shall have or any further obligations hereunderother California law, statute or ordinance now or hereafter in effect, to seek termination of this Lease in the event of a taking.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If during the term of this Lease one or more Buildings, the Property or Improvements, or any substantial part of any of them, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (Iincluding any transfer in avoidance of an exercise of the power of eminent domain), or receives irreparable damage by reason of anything lawfully done under color of public or other authority, then (i) this Lease shall terminate as to the entire Leased Premisesapplicable Building(s) at Landlord’s election by written notice given to Tenant within sixty (60) days after the taking has occurred, and (IIii) a material this Lease shall terminate as to the entire applicable Building(s) at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Land Property taken is of such extent and nature as substantially to handicap, impede or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for permanently impair Tenant’s use thereof and that meets all existing Legal Requirementsof the balance of the applicable Building(s). If Tenant elects to terminate this Lease, as determined by Tenant in its reasonable discretionshall also notify Landlord of the date of termination, which date shall not be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not earlier than thirty (30) days nor later than ninety (90) days after such Taking Tenant has occurred, serve a notified Landlord of Tenant’s Termination Notice upon Landlordelection to terminate, in which case except that this Lease shall terminate on the Taking Termination Date date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as to the applicable Building(s) as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and additional rent and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the applicable. Building(s) is impaired), Landlord shall be entitled restore the Building Shell of the applicable Building(s) and the Common Area improvements to receive a complete architectural whole and retain a functional condition and as nearly as reasonably possible to the entire awardcondition existing before the taking, and Tenant shall restore the Tenant Improvements and Tenant’s other alterations, additions and improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, each party shall use its respective best efforts (including, without limitation, any necessary negotiation or intercession with its respective lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Landlord and Tenant in portions reasonably corresponding to the cost and scope of their respective restoration obligations, subject only to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event that of a partial condemnation of one or more Buildings or the Property. (b) The respective obligations of Landlord and Tenant terminates pursuant to Section 17.2(a) are subject to the following limitations: (i) Each party’s obligation to repair and restore shall not exceed, net of any condemnation awards or other proceeds available for and allocable to such restoration as contemplated in Section 17.2(a), an amount equal to five percent (5%) of the replacement cost of the Building Shell of the applicable Building(s) and the Common Area improvements, as to Landlord, or five percent (5%) of the replacement cost of the Tenant Improvements in the applicable Building(s), as to Tenant; if the replacement cost as to either party exceeds such amount, then the party whose limit has been exceeded may terminate this Lease with respect to the applicable Building(s) unless the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall; and (ii) If this Lease is terminated with respect to the applicable Building(s) pursuant to the foregoing sentenceprovisions of this Section 17.2, such termination or if this Lease remains in effect but any condemnation awards or other proceeds become available as compensation for the loss or destruction of any of the Improvements, then Landlord and Tenant agree (and any Lender shall be effective upon the later of asked to agree) that there shall be paid from such award or proceeds (i) to Landlord, the Termination Date set forth in such Termination Notice award or proceeds attributable or allocable to the Building Shell of the applicable Building(s) and/or the Common Area improvements, and (ii) to Landlord and Tenant, respectively, portions of the date that possession is required to be surrendered award or proceeds attributable or allocable to the Tenant Improvements in the applicable authority (Building(s), in the “Taking Termination Date”respective proportions in which Landlord and Tenant would have shared, under Section 17.1(c). Upon such termination date, Tenant shall pay to Landlord the sum proceeds of (x) all accrued and unpaid Basic Rent as any insurance proceeds following loss or destruction of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderImprovements by an insured casualty.

Condemnation. Each of Landlord and Tenant(a) If, promptly upon obtaining knowledge at any time during the Term, the whole or any Significant Portion of the institution Premises shall be taken (excluding a partial taking of the fee interest in the Premises, if after such taking Tenant's rights under this Lease are not or will not be materially affected) for any proceeding public or quasi-public purpose by any lawful power or authority by the exercise of the right of condemnation or eminent domain or by agreement among Landlord, Tenant and those authorized to exercise such right, at Tenant's option, this Lease and the Term shall terminate and expire on the date of such taking and the Rental payable by Tenant hereunder shall be apportioned as of the date of such taking. If Tenant chooses to exercise the option to cancel this Lease provided for Condemnationherein, it shall notify Landlord within twenty (20) days after the other party thereof and each date that Tenant receives notice of Landlord and Tenant such taking. The cancellation shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation effective as of the Leased Premises or any part thereofdate of taking but, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to all events, after Landlord any Tenant’s Awardreceives the amounts set forth in Section 9.01(b). (ab) If (I) the entire Leased Premises, (II) a material portion whole or any Significant Portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority taken or agency having jurisdiction, then condemned and Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case elects to cancel this Lease shall terminate on the Taking Termination Date and as provided for in Section 9.01(a) hereof, Landlord shall be entitled to receive and retain seek from the condemning authority the entire awardaward for, or attributable to the value of, that part of the Premises taken, plus consequential damages, if any, to the portion of the Premises not so taken. In Tenant shall be entitled to maintain an independent claim for the value of Capital Improvements made by Tenant subsequent to the Commencement Date and for moving expenses, provided, however, that in no event that shall Tenant terminates maintain or assert any claim for compensation or award measured by the value of the unexpired Term of this Lease pursuant or of the leasehold estate created hereby, and no claim by Tenant shall cause any decrease or reduction in the award which would otherwise be due and payable to Landlord. (c) Each of the foregoing sentenceparties shall execute and deliver any and all documents that may be reasonably required in order to facilitate collection by them of such awards in accordance with the provisions of this Article 9. (d) For purposes of this Article 9, such termination the "date of taking" shall be effective upon deemed to be the later earlier of (i) the Termination Date set forth in such Termination Notice and date on which actual possession of the whole or substantially all of the Premises or a part thereof, as the case may be, is acquired by any lawful power or authority pursuant to the provisions of applicable federal or state law, or (ii) the date that possession is required to be surrendered on which title to the Premises or the aforesaid portion thereof shall have vested in any lawful power or authority pursuant to the provisions of the applicable authority federal or state law. (e) For purposes of this Article 9, a "Significant Portion" of the “Taking Termination Date”). Upon such termination datePremises shall mean a portion of the Premises, Tenant shall pay if so taken, would render the remaining balance of the Premises unable to Landlord readily accommodate a new building (or a restored Building) of a nature similar (in floor plans, height, configuration, and overall usability) to the sum of (x) all accrued and unpaid Basic Rent as Building existing at the date of such datetaking. The determination of whether a Significant Portion has been so taken shall be made by Tenant pursuant to Tenant's reasonable determination and may take into consideration economic conditions, market conditions, applicable zoning laws and (y) all Additional Rent due and payable on building regulations then existing or prior prevailing; provided, however, if Landlord disputes Tenant's determination as to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord whether a Significant Portion of the Premises shall have any further obligations hereunderbeen taken or condemned, such controversy shall be resolved by arbitration in accordance with the provisions of Article 35 hereof.

Condemnation. Each of Landlord and Tenant(a) If, promptly upon obtaining knowledge prior to the Closing Date, any part of the institution Premises is taken or if Seller shall receive an official notice from any governmental authority having eminent domain power over the Premises of its intention to take, by eminent domain proceeding, any proceeding part of the Premises (a “Taking”), then: (i) if such Taking is temporary or not material (for Condemnation, shall notify purposes of this Section 10 “material” means that the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject condemnation award will exceed $10,000,000) as reasonably determined by an independent architect chosen by Seller (subject to the provisions of this Paragraph 13 paragraph (b) below), and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or does not materially and adversely affect access to the Leased Premises, neither party shall have any right to terminate this Agreement, and the loss parties shall nonetheless consummate this transaction in accordance with this Agreement, without any abatement of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, Purchase Price or (III) any means of ingress, egress liability or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate obligation on the Taking Termination Date part of Seller by reason of such Taking; provided, however, that Seller shall, on the Closing Date, (i) assign and Landlord remit to Purchaser, and Purchaser shall be entitled to receive and retain keep, the entire award. In net proceeds of any award or other proceeds of such Taking which may have been collected by Seller as a result of such Taking less the event that Tenant terminates this Lease pursuant to the foregoing sentencereasonable expenses incurred by Seller in connection with such Taking, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and or (ii) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller’s right to any such award or other proceeds which may be payable to Seller as a result of such Taking and Purchaser shall reimburse Seller for the date that possession reasonable expenses incurred by Seller in connection with such Taking. Any such award or other proceeds shall be applied to repair or restoration. (ii) if such Taking is required to be surrendered material, as reasonably determined by an independent architect chosen by Seller (subject to the applicable authority provisions of paragraph (b) below), Purchaser shall have the “Taking Termination Date”). Upon option, exercisable within ten (10) business days after receipt of notice of such termination dateTaking, Tenant shall pay to Landlord time being of the sum of essence, either (x) all accrued to terminate this Agreement by delivering notice thereof to Seller, whereupon the Deposit (together with any interest earned thereon) shall be returned to Purchaser and unpaid Basic Rent as this Agreement shall be deemed canceled and of such dateno further force or effect, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord party shall have any further obligations hereunderrights or liabilities against or to the other except pursuant to the provisions of this Agreement which are expressly provided to survive the termination hereof or (y) to waive unconditionally its right to terminate this Agreement by delivering notice thereof to Seller (in form reasonably satisfactory to Seller). If a Taking described in this clause (ii) shall occur and Purchaser shall not deliver notice under either (x) or (y) above within such 10-business day period, then Purchaser shall be deemed to have elected not to terminate this Agreement. If a Taking described in this clause (ii) shall occur and Purchaser timely delivers a notice under (y) above or is deemed to have elected to go forward pursuant to the terms hereof, then Purchaser and Seller shall consummate the transactions hereunder in accordance with this Agreement without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of said Taking; provided, however, that Seller shall, on the Closing Date, (i) assign and remit to Purchaser, and Purchaser shall be entitled to receive and keep, the net proceeds of any award or other proceeds of such Taking which may have been collected by Seller as a result of such Taking less the reasonable expenses incurred by Seller in connection with such Taking, or (ii) if no award or other proceeds shall have been collected, deliver to Purchaser an assignment of Seller’s right to any such award or other proceeds which may be payable to Seller as a result of such Taking and Purchaser shall reimburse Seller for the reasonable expenses incurred by Seller in connection with such Taking. Any such award or other proceeds shall be applied to repair or restoration. (b) The provisions of this Section 10 supersede the provisions of Section 5-1311 of the General Obligations Law of the State of New York. Any disputes under this Section 10 as to whether the Taking is material or not shall be resolved by expedited arbitration before a single arbitrator acceptable to both Seller and Purchaser in their reasonable judgment in accordance with the rules of the American Arbitration Association; provided that if Seller and Purchaser fail to agree on an arbitrator within five (5) days after a dispute arises, then either party may request the Real Estate Board of New York, Inc. to designate an arbitrator. Such arbitrator shall be an independent architect having at least ten (10) years of experience in the construction of office buildings in Manhattan. The costs and expenses of such arbitrator shall be borne equally by Seller and Purchaser.

Condemnation. Each (a) In the event that at any time during the term of Landlord and Tenantthis Lease, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject title to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award whole or payment in respect of any Condemnation materially all of the Leased Premises shall be taken by the exercise of the right of condemnation or any part thereofeminent domain or by agreement between the Landlord and those authorized to exercise such right, except that (except as hereinafter provided) nothing in this Lease shall terminate and expire on the date of such taking (herein referred to as the "TAKING DATE") and the rent provided to be deemed paid by the Tenant shall be apportioned and paid to assign to Landlord any Tenant’s Awardthe Taking Date. (ab) If (Ii) the entire Leased Premises, (II) a any material portion of the Land or the Improvements or any means of ingress, egress or access to building on the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, Premises shall be substantially and materially adverse to the business operations of Tenant at the Leased Premisestaken, or (IIIii) any substantially all reasonable means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined are permanently eliminated by Tenant in its reasonable discretion, shall be subject reason of such a Taking by a duly constituted authority or agency having jurisdictiontaking, then and in any of such events, Landlord and Tenant may, not later than shall each have the right to terminate this Lease on the next date for payment of Minimum Rental occurring at least thirty (30) days after notice to the other given within ninety (90) days after the Taking Date. (c) If and when it shall be established that this Lease shall terminate pursuant to the provisions of subsection (a) or (b) of this Section 12, then Tenant shall (i) be deemed to have hereby made an irrevocable offer (the "OFFER") to purchase the Leased Premises and Landlord's right to the award payable in connection with such taking as of the Taking has occurredDate, serve at a price (hereinafter referred to as the "PURCHASE PRICE") determined in accordance with SCHEDULE "12(C)" attached hereto, and (ii) if less than the entire Leased Premises shall have been taken, and Tenant elects to cancel as a result thereof Tenant shall deliver to Landlord a certificate of Tenant’s Termination Notice upon Landlord, signed by the President or any Vice President thereof, stating that, in the judgment of the Board of Directors of Tenant, the portion of the Leased Premises or the means of ingress and egress so taken is sufficient to fulfill the conditions set forth in subdivisions (i) or (ii) of subsection (b) of this Section 12. (d) If Landlord desires to accept the Offer it shall notify Tenant of such acceptance (hereinafter referred to as the "ACCEPTANCE NOTICE") and the procedures specified in subsection (e) hereof shall be applicable except that the Closing Date shall be a date specified by Landlord in the Acceptance Notice which case date shall be the earlier to occur of either: (i) the Taking Date, or (ii) the date which is not less than thirty (30) days nor more than sixty (60) days from the date thereof but in no event shall the Closing Date be prior to the Taking Date. If Landlord shall reject the Offer by notice given to Tenant not later than the tenth (10th) day prior to the Taking Date, then, except with respect to obligations and liabilities of Tenant under this Lease, actual or contingent, which have arisen on or prior to the Taking Date, this Lease shall terminate on the Taking Termination Date upon payment by Tenant of all installments of Minimum Rental and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent other sums then due and payable on or prior to such date that remains unpaid and upon such payment, under this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderto and including the Taking Date.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge 16.1 In the event the whole or substantially the whole of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land Building or the Improvements Premises are taken or condemned by eminent domain or by any means of ingressconveyance in lieu thereof (such taking, egress condemnation or access conveyance in lieu thereof being hereinafter referred to the Leased Premisesas "condemnation"), the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date earlier of the date the condemning authority takes possession or the date title vests in the condemning authority. 16.2 In the event any portion of the Building shall be taken by condemnation (whether or not such taking includes any portion of the Premises), which taking, in Landlord's judgment, is such that the Building cannot be restored in an economically feasible manner for use substantially as originally designed, then Landlord shall have the right, at Landlord's option, to terminate this Lease (provided Landlord also terminates the leases of the other tenants of the Building similarly situated), effective as of the date specified by Landlord (at least sixty (60) days in the future) in a written notice of termination from Landlord to Tenant. 16.3 In the event any portion of the Parking Facility shall be taken by condemnation, which taking in Landlord's judgment is such that the Parking Facility cannot be restored in an economically feasible manner for use substantially as originally designed, including in such consideration the possible use of additional Parking Facility in the vicinity of the Building, then Landlord shall have the right, at Landlord's option, to terminate this Lease (provided Landlord also terminates the leases of the other tenants of the Building similarly situated), effective as of the date specified by Landlord (at least sixty (60) days in the future) in a written notice of termination from Landlord to Tenant. In addition, Tenant shall have the right to terminate this Lease if twenty-five percent (25%) or more of the parking spaces in the Parking Facility is taken and Landlord does not provide reasonably suitable alternative parking within walking distance from the Building. 16.4 In the event that a portion, but less than substantially the whole, of the Premises shall be taken by condemnation, then this Lease shall be terminated as of the date of such condemnation as to the portion of the Premises so taken, and unless Landlord exercises its option to terminate this Lease pursuant to Section 16.2 or Tenant exercises its option to terminate this Lease pursuant to this Section 16.4 below, this Lease shall remain in full force and effect as to the remainder of the Premises. If (i) more than ten percent (10%) of the Net Rentable Area of the Premises shall be taken by condemnation and such condemnation renders the Premises unusable for the business of Tenant, as reasonably determined by Tenant, or (ii) a substantial portion of the Building or the Parking Facility is taken by condemnation rendering the Premises unusable for the business of Tenant, as reasonably determined by Tenant, or (iii) all or any portion of the Premises is taken by condemnation for a period in excess of sixty (60) days, then in any such event Tenant may elect to terminate this Lease as of the date specified by Tenant in a written notice of termination from Tenant to Landlord, which date shall not be later than sixty (60) days following the date of the taking. If such condemnation is not sufficiently extensive to render the Premises unusable for the business of Tenant as reasonably determined by Tenant, and Landlord has not elected to terminate this Lease in accordance with the provisions of Section 16.2, 16.3 or this Section 16.4, then Landlord shall promptly restore the Premises to a condition comparable to its condition immediately prior to such condemnation (excluding Tenant's alterations, furniture, fixtures and equipment), less the portion thereof lost in such condemnation, and this Lease shall continue in full force and effect, except that after the date of any such taking of the Premises, the Rent shall be equitably apportioned from and after such date. 16.5 In the event of termination of this Lease pursuant to the provisions of Section 16.1, 16.2, or 16.3, the Rent shall be apportioned as of such date of termination; provided, however, that those provisions of this Lease which are designated to cover matters of termination and the period thereafter shall survive the termination hereof. 16.6 All compensation awarded or paid upon a condemnation of any portion of the Project shall belong to and be the property of Landlord without participation by Tenant. Nothing herein shall be construed, however, to preclude Tenant from prosecuting any claim directly against the condemning authority for loss of business, loss of good will, moving expenses, damage to, and cost of removal of, trade fixtures, furniture and other personal property belonging to Tenant. 16.7 If any portion of the Project other than the Building or the Parking Facility is taken by condemnation, or if the temporary use or occupancy of all or any part of the Premises shall be taken by condemnation during the Term for a period of less than sixty (60) days, this Lease shall, subject to Section 16.4 above, be and remain unaffected by such condemnation, and Tenant shall continue to pay in full the Rent payable hereunder. In the event of any such temporary taking for use or occupancy of all or any part of the Premises, Tenant shall be entitled to appear, claim, prove and receive the portion of the award for such taking that represents compensation for use or occupancy of the Premises during the Term and Landlord shall be entitled to appear, claim, prove and receive the portion of the award that represents the cost of restoration of the Premises and retain the entire use or occupancy of the Premises after the end of the Term hereof. In the event of any such condemnation of any portion of the Project other than the Building, Landlord shall be entitled to appear, claim, prove and receive all of that award. In the event that of any permanent taking of the Premises, Tenant terminates will have the right to recover from the condemning authority (but not from Landlord) any compensation as may be separately awarded or recoverable by Tenant for the taking of Tenant's furniture, fixtures, equipment and other personal property within the Premises, for Tenant relocation expenses, and for any loss of good will or other damage to Tenant's business by reason of such taking, but Tenant will not be entitled to any so-called bonus or excess value of this Lease, which will be the sole property of Landlord. 16.8 Landlord and Tenant each hereby waive the provisions of California Code of Civil Procedure Section 1265.130 and any other applicable existing or future law, ordinance or governmental regulation providing for, or allowing either party to petition the courts of the state in which the Project is located for, a termination of this Lease pursuant to upon a partial taking of the foregoing sentence, such termination shall be effective upon Premises and/or the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderBuilding.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge Section 10.01. If the whole of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant Demised Premises shall be entitledtaken by any governmental authority under the power of condemnation, at its sole cost and expenseeminent domain, to participate or expropriation, or in any Condemnation proceeding. Subject to the provisions event of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment a conveyance in respect of any Condemnation of the Leased Premises or any part lieu thereof, except that (except as hereinafter provided) nothing in the Term of this Lease shall cease as of the day possession shall be deemed taken by such governmental authority. If more than 25 percent of the Demised Premises shall be so taken or conveyed, either Landlord or Tenant shall have the right to assign terminate this Lease upon notice to Landlord any Tenant’s Awardthe other party, effective as of the day possession shall be taken by such governmental authority. If this Lease is so terminated, annual minimum rental shall be prorated as of the date that possession must be surrendered to the condemning authority. (a) Section 10.02. If (I) this Lease continues after a partial taking, the entire Leased annual minimum rental shall ▇▇▇▇▇ equitably as to the part of the Demised Premises which is taken. If this Lease continues after any such taking or conveyance, Landlord shall make all necessary repairs and restorations so as to restore the remainder of the Demised Premises to a complete architectural unit. Landlord's reconstruction obligations shall not exceed the amount of the award or compensation for the taking, shall not exceed the scope of the initial building standard construction of the Demised Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject to building and zoning laws then in effect. Section 10.03. If so much of a Taking the Center, Common Areas or Building shall be so taken or conveyed so that in the reasonable exercise of Landlord's judgment, the continued operation of the Building for use by a duly constituted authority or agency having jurisdictionits tenants is unfeasible, then Tenant then, in such event, and provided that all other leases for space in the Building are terminated to the extent Landlord may terminate the same pursuant to the terms of such other leases, Landlord may, by notice to Tenant, delivered not later than ninety thirty (9030) days after such Taking has occurredfollowing the date that possession of the premises taken or conveyed is delivered to the governmental authority, serve a Tenant’s Termination Notice upon Landlordterminate this Lease, in which case this Lease and rent shall terminate on be pro rated as of the Taking Termination Date date that possession must be surrendered to the condemning authority. Section 10.04. Tenant and not Landlord shall be entitled to receive any portion of the award made to Tenant for the value of Tenant's removable trade fixtures and retain equipment other than equipment necessary for the entire awardoperation of the Building. In All compensation awarded for the event that Tenant terminates this Lease pursuant taking of the Building, the fee and the leasehold shall belong to and be the foregoing sentenceproperty of Landlord, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, Tenant shall pay not be entitled to Landlord and hereby waives any damages for the sum unexpired portion of (x) all accrued and unpaid Basic Rent as the Term of such datethis Lease, and (y) all Additional Rent due and payable on or prior injury to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderits leasehold interest.

Condemnation. Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s Award. If: (a) If the whole of the Premises shall be taken or condemned, or sold under threat of taking or condemnation, by any competent authority for any public use or purpose during the Term; or (I) the entire Leased Premises, (IIb) a material portion of the Land Premises shall be so taken or condemned to the extent that, after such taking or condemnation, there does not exist sufficient parking on the Premises to satisfy applicable Governmental Regulations, or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration wouldPremises is otherwise unsuitable, in Tenant’s reasonable business judgmentopinion, be substantially for the continued operation of an instructional site of the University of Nevada, Reno and materially adverse to the business operations of Tenant at the Leased Premises, related activities; or (IIIc) any means of ingress, egress or all vehicular access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject permanently closed as a result of such taking or condemnation (each of the foregoing events sometimes hereinafter referred to as an “Event of Condemnation”) then, and in such events, Tenant may thereafter, upon written notice to Landlord delivered at any time prior to or within a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety period of thirty (9030) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord date when possession of the Premises or portion thereof shall be entitled acquired by the condemning authority or access denied, elect to receive terminate and retain the entire awardcancel this Lease. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination date, If Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such paymentso elect, this Lease shall terminate andand expire as of the date of the taking of possession by said condemning authority. Regardless of whether this Lease shall be terminated as aforesaid or whether or not Tenant shall be entitled to elect to so terminate, if the whole or any part of the Premises shall be taken or condemned, or access denied, all damages for any condemnation of all or any part of the Premises, including, but not limited to, all damages as compensation for diminution in value of, or damages to, the leasehold, reversion and/or the fee, shall, except as hereinafter provided, belong to Landlord without any deduction therefrom for those provisions that survive terminationany present or future estate of Tenant, neither and Tenant nor hereby assigns to Landlord all its right, title and interest in and to any such award. Notwithstanding the foregoing, Tenant shall have the right to claim and recover from the condemning authority, compensation on account of any further obligations hereunderimprovements and/or alterations made by or for Tenant in or to the Premises; removal of Tenant’s personal property, furniture, fixtures and/or equipment; losses to Tenant’s business and moving costs; and less any rents and/or reimbursements owed to the Landlord by Tenant.

Condemnation. Each of Landlord and Tenant12.1 If, promptly upon obtaining knowledge during the Term, the entire Premises or the Building, or such portion thereof as Landlord, in its reasonable discretion, determines would render the Premises or the Building unusable, shall be taken as the result of the institution exercise of the power of eminent domain or conveyed under threat thereof (hereinafter referred to as the “Proceedings”), this Lease and all right, title and interest of Tenant hereunder shall terminate on the earlier of taking of possession by the condemning authority or the date of vesting of title pursuant to such Proceedings. The entire condemnation award for the Premises shall be payable to Landlord without any proceeding deduction for Condemnationthe value of Tenant’s leasehold estate; provided, however, that Tenant shall be entitled to such award as may be allowed for such trade fixtures and other personal property of Tenant as Tenant has a right to remove at the expiration of this Lease as provided hereunder, as well as any relocation expenses and business damages to which Tenant is entitled under applicable law. 12.2 If during the Term, less than the entire Premises or the Building shall be taken, but such taking, in Landlord’s reasonable judgment, shall notify not render the other party thereof and each Premises or the Building unusable, this Lease, upon the earlier of taking of possession by the condemning authority or vesting of title in the Proceedings, shall terminate as to the parts so taken. Landlord and Tenant shall each be entitledentitled to awards for damages as set forth in Section 12.1. If this Lease is not terminated following such a condemnation or taking, at its sole cost Landlord, as soon as reasonably practicable after such condemnation or taking and expensethe termination and payment of Landlord’s award on account thereof, shall expend as much as may be necessary of the net amount which is awarded to Landlord and released by Mortgagee, if any, in restoring, to participate the extent originally constructed by Landlord (consistent, however, with zoning laws and building codes then in any Condemnation proceedingexistence), so much of the Premises as was originally constructed by Landlord to an architectural unit as nearly like its condition prior to such taking as shall be practicable. Subject Should the net amount so awarded to Landlord be insufficient, in the reasonable estimate of Landlord, to cover the cost of restoring the Premises and the Building, Landlord may, but shall have no obligation to, supply the amount of such insufficiency and restore the Premises to such an architectural unit, with all reasonable diligence, or either party may terminate this Lease by giving notice to the provisions other within a reasonable time after Landlord has determined the estimated net amount which may be awarded to Landlord and the estimated cost of such restoration. If the net amount so awarded is insufficient to restore the Premises and the Building and should Landlord elect not to pay the insufficiency, Landlord shall, prior to electing to terminate this Lease, notify Tenant, in writing, of the amount of such deficiency and Tenant shall have fifteen (15) days after receiving Landlord’s notice within which to advise Landlord, in writing, whether or not Tenant elects to pay such insufficiency and, if so, to simultaneously deliver to Landlord a check in payment of the amount of the insufficiency. If Tenant does not timely elect and pay to Landlord the amount of such insufficiency, this Lease shall terminate immediately. 12.3 In the event of any termination of this Paragraph 13 and Paragraph 15Lease, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord a result of any Tenant’s Award. (a) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretion, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking Termination Date and Landlord shall be entitled to receive and retain the entire award. In the event that Tenant terminates this Lease pursuant to the foregoing sentence, such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered to the applicable authority (the “Taking Termination Date”). Upon such termination dateProceedings, Tenant shall pay to Landlord all Rent and all other charges payable hereunder with respect to that portion of the sum of (x) all accrued and unpaid Basic Rent as Premises so taken, apportioned to the date of such date, and (y) all Additional Rent due and payable on or prior termination. 12.4 If Landlord does not elect to such date that remains unpaid and upon such payment, terminate this Lease in the event of a partial taking of the Premises or the Building, the Rent payable hereunder during the period from and after the earlier of the taking of possession by the condemning authority and the date of vesting of title in such Proceedings through to the expiration or termination of this Lease (as the Term may be extended) shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunder▇▇▇▇▇ and be diminished in proportion to the reduction in rentable area of the Premises by reason of the condemnation or taking.

Condemnation. (a) Each of Landlord and Tenant, promptly upon obtaining knowledge of the institution of any proceeding for Condemnation, shall notify the other party thereof and each of Landlord and Tenant shall be entitled, at its sole cost and expense, to participate in any Condemnation proceeding. Subject to the provisions of this Paragraph 13 and Paragraph 15, Tenant hereby irrevocably assigns to Landlord any award or payment in respect of any Condemnation of the Leased Premises or any part thereof, except that (except as hereinafter provided) nothing in this Lease shall be deemed to assign to Landlord any Tenant’s AwardAward to the extent Tenant shall have a right to make a separate claim therefor against the condemnor, it being agreed, however, that Tenant shall in no event be entitled to any payment that reduces the award to which Landlord is or would be entitled for the condemnation of Landlord’s interest in the Leased Premises. (ab) If (I) the entire Leased Premises, (II) a material portion of the Land or the Improvements or any means of ingress, egress or access to the Leased Premises, the loss of which even after restoration would, in Tenant’s reasonable business judgment, be substantially and materially adverse to the business operations of Tenant at the Leased Premises, or (III) any means of ingress, egress or access to the Leased Premises which does not result in at least one method of ingress and egress to and from the Leased Premises remaining that is sufficient for Tenant’s use thereof and that meets all existing Legal Requirements, as determined by Tenant in its reasonable discretionbusiness judgment, shall be subject of a Taking by a duly constituted authority or agency having jurisdiction, then Tenant may, not later than ninety (90) days after such Taking has occurred, serve a Tenant’s Termination Notice upon Landlord, in which case this Lease shall terminate on the Taking applicable Termination Date and Date, Landlord shall be entitled to receive and retain the entire award. Award, and Tenant shall have no further obligation from and after the date of such Termination Date and the return of the Leased Premises to Landlord in accordance with this Lease to pay any Basic Rent or Additional Rent accruing after such date under this Lease. (c) (i) In the event that Tenant terminates of a Condemnation of any part of the Leased Premises which does not result in a termination of this Lease pursuant Lease, promptly after the Award with respect to such Condemnation has been paid by the related authority to the foregoing sentenceTrustee (or Landlord if no Loan is then outstanding), such termination shall be effective upon the later of (i) the Termination Date set forth in such Termination Notice and (ii) the date that possession is required to be surrendered Tenant, to the applicable authority (extent Restoration of the “Taking Termination Date”). Upon Leased Premises is practicable, shall commence and diligently continue to completion such termination date, Tenant shall pay to Landlord the sum of (x) all accrued and unpaid Basic Rent as of such date, and (y) all Additional Rent due and payable on or prior to such date that remains unpaid and upon such payment, this Lease shall terminate and, except for those provisions that survive termination, neither Tenant nor Landlord shall have any further obligations hereunderRestoration.