Common use of Condemnation Clause in Contracts

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “"Taking” " or “"Taken”"), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s 's use of the Premises or in Landlord's judgment would materially interfere with or impair Landlord’s its ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures's Trade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, materially interfere with or impair Landlord’s ownership or operation of the Project or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises or materially interfere (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with or impair Landlord’s ownership or operation the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the ProjectAmerican Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, judgment either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, materially interfere with or impair Landlord’s ownership or operation of the Project or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises or materially interfere (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with or impair Landlord’s ownership or operation the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the ProjectAmerican Arbitration Association), then upon written notice by Landlord or Tenant to the other, this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project Building shall be taken or condemned, and a part thereof remains which is taken for any public or quasi-public use under governmental lawsusceptible of occupation hereunder, ordinancethis Lease shall, or regulationas to the part so taken, or by right terminate as of eminent domain, or by private purchase the date title shall vest in lieu thereof (a “Taking” or “Taken”)the condemnor, and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use rental payable hereunder shall be adjusted so that Tenant shall be required to pay for the remainder of the Premises or materially interfere with or impair Landlord’s ownership or operation term only such portion of such rent as the number of square feet in the part remaining after the condemnation bears to the number of square feet of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as entire Premises at the date of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, condemnation; but in such award. Tenant event Landlord shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law option to terminate this Lease upon a partial Taking by written notice to Tenant within thirty (30) days of the date when title to the part so condemned vests in the condemnor. If part or all of the Premises or the ProjectBuilding be taken or condemned, all compensation awarded upon such condemnation or taking shall go to Landlord and Tenant shall have no claim thereto, and Tenant hereby irrevocably assigns and transfers to Landlord any right to compensation or damages to which Landlord may be entitled during the term hereof by reason of the condemnation of all or a part of the Premises; provided, Tenant may make separate claims against the condemning authority for damages to its personal property or moving expenses.

Condemnation. If the whole or any material part of (a) TENANT agrees that if the Premises or a substantial part thereof shall be taken, condemned, or sold under the Project is taken threat of condemnation, for any public or quasi-public use under governmental lawor purpose by or to any competent authority, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall fully terminate and Rent shall be apportioned as of said datethe date of any such taking. If part TENANT shall have no claim against LANDLORD and shall have no claim or right to any portion of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as award which may be fair and reasonable under the circumstances. Upon made to LANDLORD as a result of any such Taking, Landlord shall be entitled condemnation; all rights of TENANT to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interestdamages therefore, if any, in are hereby assigned by TENANT to LANDLORD. Upon such award. Tenant condemnation or taking, the Term of this Lease shall cease and terminate from the date of such taking or condemnation, and TENANT shall have no claim against LANDLORD for the rightvalue of any un-expired term of this Lease, leasehold improvements, or good will. Notwithstanding the foregoing, TENANT shall be free to the extent that same shall not diminish Landlord’s award, to make pursue a separate claim against the condemning authority for the depreciated value of its leasehold improvements, provided that any award to TENANT shall not result in a diminution of any award to LANDLORD. (but not Landlordb) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if If less than a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking substantial part of the Premises is taken or condemned, the Projectrent for the remainder of the Premises shall be that portion of the total rent which the area remaining that can be occupied bears to the total area of the Premises, effective on the date when title vests in such governmental authority. The Lease shall otherwise remain in full force and effect. For purposes hereof, a substantial part of the Premises shall be considered to have been taken if more than fifty percent (50%) of the Premises are unusable by TENANT.

Condemnation. If the whole all or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Takentaken as a result of the exercise of the power of eminent domain or agreement in lieu thereof, this Lease shall terminate as to the part so taken as of the date of taking, and the Monthly Base Rent shall be equitably reduced. In the case of a partial taking, if Tenant cannot reasonably conduct business in the remaining Premises, Tenant shall have the right to terminate this Lease by giving written notice to Landlord within sixty (60) days after the date of the taking. In addition, if a portion of the Building is taken, and Landlord determines that it is not terminated as provided aboveeconomically feasible to continue operating the remaining portion of Building, Landlord shall promptly restore may terminate this Lease by giving written notice to Tenant, whether or not any portion of the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstancestaken. Upon any such Taking, Landlord shall be entitled to receive the entire price all compensation awarded or award from any such Taking without any payment to Tenantreceived in connection with a taking, and Tenant hereby assigns to Landlord Tenant’s interest, if anyany and all elements of said compensation that Tenant would, in the absence of such awardassignment, have been entitled to receive. Without limiting the generality of the foregoing, Tenant shall have no claim for the right“bonus value” of this Lease, or the value of tenant improvements, whether paid for by Landlord or Tenant; provided, however, that Tenant shall be entitled to receive any award for the loss of goodwill of Tenant’s business (but only to the extent the same does not constitute “bonus value”) and for any relocation expenses that same shall not diminish Landlord’s award, Tenant is entitled under Applicable Requirements to make a separate claim against recover directly from the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenantauthority. Tenant hereby waives the provisions of California Code of Civil Procedure Sections 1265.110 through 1265.160, or any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises similar or the Projectsuccessor Applicable Requirements.

Condemnation. A. If the whole or any material part of the Premises or the Project is shall be taken for any public or quasi-quasi public use under governmental law, ordinance, or regulation, any statute or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”)thereof, and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall automatically terminate and Rent as of the date that possession shall be apportioned as of said date. taken. B. If part only a portion of the Premises shall be Takenso taken, and but in the reasonable determination of Landlord the remaining Premises can not be restored to a functional building for use by Tenant as herein contemplated, then either Landlord or Tenant shall have the right to terminate this Lease as of the date that possession shall be taken upon giving written notice to the other party within sixty (60) days after such taking. If no such election is made to terminate this Lease, Landlord shall restore the Premises to an architectural unit as nearly like its condition prior to such taking as shall be practicable, but such work shall not exceed the scope of the work required to be done by Landlord in originally constructing the Premises or the amount of any available condemnation proceeds. If this Lease is not terminated terminated, as provided abovehereinbefore provided, Landlord all of its items shall promptly restore continue in effect, but a proportionate percentage of rent, in accordance with the Premises nature and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage extent of the Building, the rentable square footage of damage to the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced suspended or abated. C. All compensation awarded or paid upon a total or partial taking of the Premises shall belong to such extent as may and be fair and reasonable under the circumstances. Upon property of Landlord without any such Takingparticipation by Tenant; provided, Landlord however, that nothing contained herein shall be entitled construed to receive the entire price or award preclude Tenant from prosecuting any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim directly against the condemning authority (but not Landlord) for such compensation as may be separately awarded loss of business, depreciation to, damage to, cost of removal of, or recoverable by Tenant for the value of moving expenses and damage to Tenantpersonal property take, so long as such claim shall not diminish or otherwise adversely affect Landlord’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectaward.

Condemnation. A. If the whole or any material substantial part of the Building, improvements, or Leased Premises or the Project is should be taken for any public or quasi-public use under governmental law, ordinance, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s the use of the Building or Leased Premises or materially interfere with or impair Landlord’s ownership or operation of for the Projectpurpose for which it is then being used, then upon written notice by Landlord this Lease shall terminate and Rent effective when the physical taking shall be apportioned occur in the same manner as if the date of said date. such taking were the date originally fixed in this Lease for the expiration of the term hereof. B. If part of the Building, improvements, or Leased Premises shall be Takentaken for any 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 subparagraph above, Landlord this Lease shall promptly restore not terminate but the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent rent payable hereunder during the unexpired Term portion of this Lease shall be reduced to such extent extent, if any, as may be fair and reasonable under all of the circumstances and Landlord shall undertake to restore the Building, improvements, and Leased Premises to a condition suitable for Tenant's use, as near to the condition thereof immediately prior to such taking as is reasonably feasible under all the circumstances. Upon . C. In the event of any such Takingtaking or private purchase in lieu thereof, Landlord and Tenant shall each be entitled to receive the entire price or award from any and retain such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation awards and/or portion of lump sum awards as may be separately awarded or recoverable allocated to their respective interests in any condemnation proceedings; provided that Tenant shall not be entitled to receive any award for Tenant's loss of its leasehold interest, the right to such award being hereby assigned by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectLandlord.

Condemnation. If the whole or any a material part portion of the Premises or the Project is permanently ------------ taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, domain or by private purchase in lieu thereof (a “"Taking” or “Taken”"), and the Taking would in Landlord’s reasonable judgmentprevents or materially ------ interferes with the use of the remainder of the Premises for the purpose for which they were leased to Tenant, either party may terminate this Lease by delivering to the other written notice thereof within 30 days after the Taking, in which case rent shall be abated during the unexpired portion of the Term, effective on the date of such Taking. If the permanent Taking does not prevent or materially interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation of for the Projectpurpose for which they were leased to Tenant, then upon written notice by Landlord neither party may terminate this Lease shall terminate and Rent shall be apportioned as of said date. If part of Lease, but the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent rent payable hereunder during the unexpired portion of the Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, and Landlord shall be entitled repair any damage to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have Premises caused by the rightTaking, to the extent that same of the award actually received by Landlord (less than the cost incurred in connection with the receiving of such award and any amounts payable to a Landlord's Mortgagee). All compensation awarded for any Taking shall not diminish be the property of Landlord and Tenant assigns any interest it may have in any such award to Landlord’s award; however, Landlord shall have no interest in any award made to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to loss of business or goodwill or for the taking of Tenant’s trade fixtures's property, if a separate award for such items is made to Tenant. If a Taking occurs which is not permanent in nature, then Tenant hereby waives any shall continue to pay rent hereunder without abatement and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking condemnation awards payable in respect of the Premises or for the Projectportion of such Taking during the Term shall be payable to Tenant, and the remainder of such award shall be payable to Landlord.

Condemnation. If the whole or any material part of the Leased Premises or the Project Building is taken for any public by eminent domain or quasicondemnation or voluntarily transferred to such authority under the threat thereof, Landlord may, at its sole option, terminate the Lease by giving written notice to Tenant within forty-public use under governmental law, ordinancefive (45) days after the taking, or regulation, or if by right reason of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use such taking of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Leased Premises, Tenant’s Share of Operating Expenses operation on or access to the Leased Premises is substantially and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Takingmaterially impaired, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the rightoption to terminate this Lease by giving written notice to Landlord within forty-five (45) days after the taking. After such taking and as of such date, the rent will be adjusted in proportion to the impairment of the use that Tenant can reasonably make of the balance of the Leased Premises. If the Leased Premises are damaged or if access to the Leased Premises is impaired by reason of such taking and neither Landlord nor Tenant elects to terminate this Lease as provided herein, Landlord will promptly rebuild or repair the damage to the extent that same shall not diminish Landlord’s possible within the limitations of the available condemnation award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise may have pursuant in all condemnation awards including, without limitation, loss of or damage to any provision of state law its leasehold estate, and hereby assigns said claims to terminate this Lease upon a partial Taking of the Premises or the ProjectLandlord except such awards as are separately and specifically awarded to Tenant for its separate personal property, moving expenses and business damages.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, Project then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If In the whole event the title to all or any material part of the Premises Office building shall be condemned or the Project is 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 (a “Taking” or “Taken”)taken, and if in the Taking would opinion of Landlord, (i) the property should be restored or used in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s such a way as to alter the use of the Premises materially, or materially interfere with (ii) it is economically unfeasible to restore all or impair Landlord’s ownership or operation part of the ProjectOffice Building after such taking, then upon written notice by Landlord may terminate this Lease and the term and estate hereby granted shall terminate expire on the date specified in the notice of termination (but not less than sixty (60) days after the giving of such notice) as fully and completely as if such date were the date hereinabove set forth for the expiration of the Term of this Lease, and the Rent hereunder shall be apportioned as of said date. If Landlord reserved unto itself, and Tenant assigns to Landlord, all right to damages accruing on account of any taking or condemnation of any part of the Premises shall be Takenoffice building or any improvements on it, or by reason of any act of any public or quasi-public authority for which damages are payable under their applicable law. Landlord does not reserve to itself, and this Lease Tenant does not assign to Landlord, any damages payable to the taking of personal property installed on the Premises by Tenant at its cost and expense which is not terminated as provided aboveto pass to Landlord at the end of this Lease, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances for relocation of Tenant's business, or for its lost profits. Tenant agrees to their condition prior to execute such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent instrument or assignments as may be fair desired or required by Landlord to exercise its rights hereunder; if reasonably requested by Landlord, to join with Landlord in any petition for the recovery of damages; and reasonable under the circumstances. Upon to forthwith turn over to Landlord any such Taking, damages to which Landlord shall be is entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as which may be separately awarded or recoverable received by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If If, during the whole term of this lease, or any material part extension or renewal thereof, all of the Premises or the Project is should be taken for any public or quasi-public use under any governmental law, ordinanceordinance or regulation or by right of eminent domain or by private purchase in lieu thereof, this lease shall terminate and the rent shall be abated during the unexpired portion of this lease, effective on the date physical possession is taken by the condemning authority, and Tenant shall have no claim against Landlord for the value of any unexpired term of this lease. In the event a portion but not all of the Premises shall be taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, domain or by private purchase sale in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent partial taking or materially interfere with Tenant’s use of condemnation shall render the Premises or materially interfere with or impair Landlord’s ownership or operation of the Projectunsuitable for Tenant's business, then upon written notice by Landlord shall have the option, in its sole discretion, of terminating this Lease shall terminate lease, or, at Landlord's sole risk and Rent shall be apportioned as of said date. If part of expense, restoring and reconstructing the Premises shall be Taken, and this Lease is not terminated as provided above, to the extent necessary to make same reasonably tenantable. Should Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances elect to their condition prior to such partial Taking and the rentable square footage of the Buildingrestore, the rentable square footage of lease shall continue in full force and effect with the Premises, Tenant’s Share of Operating Expenses and the Rent rent payable hereunder during the unexpired Term shall be reduced portion of this lease adjusted to such an extent as may be fair and reasonable under the circumstances, and Tenant shall have no claim against Landlord for the value of any interrupted portion of this lease. Upon In the event of any such Takingcondemnation or taking, Landlord total or partial, Tenant shall not be entitled to any part of the award or price paid in lieu thereof, and Landlord shall receive the entire price full amount of such award or award from any such Taking without any payment to Tenantprice, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate expressly waiving any right or claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectpart thereof.

Condemnation. If the whole all or any material part materially all of the Premises or the Project is are taken for any public or quasi-public use under governmental law, ordinance, or regulation, in appropriation proceedings or by right of eminent domain, domain or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use threat of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Projectsame, then upon written notice by Landlord this Lease shall terminate as of the date Tenant is deprived of occupancy thereof, and Rent ▇▇▇▇▇▇'s obligations under this Lease, except obligations for rent and other charges herein to be paid by Tenant up to the date thereof, shall terminate. For purposes of this Lease, "materially all of the Premises" shall be apportioned considered as of said date. If part having been taken if the portion of the Premises shall be Takentaken, due either to the area so taken or the location of the portion taken, would leave the remaining portion not so taken insufficient to enable tenant to effectively and economically conduct it business at the Premises. If Less than materially all the Premises are taken in appropriation proceedings or by right of eminent domain or by the threat thereof, then this Lease is shall not terminated terminate as provided abovea result of such taking, but Landlord shall promptly repair and restore the Premises to substantially the same condition as existed immediately before such taking. Until such repair and restoration are completed, rent shall be abated in the Project as nearly as proportion of the number of square feet of improvements on the Premises of which Tenant is commercially reasonable under deprived bears to the circumstances to their condition total square feet of such improvements immediately prior to such partial Taking and taking. Thereafter, if the rentable number of square footage feet of improvements is less than the total of the Buildingsame prior to such taking, rent shall be reduced in the rentable proportion to which the number of square footage feet of improvements existing after such repair and restoration is less than the total of the same prior to such taking. All damages awarded for any such taking shall belong to and be the property of Landlord, whether such damages shall be awarded as compensation for diminution in value to the leasehold or to the fee of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Takingor otherwise, Landlord provided, however, that Tenant shall be entitled to receive any portion of the entire price award made to Tenant for removal and reinstallation of Tenant's fixtures or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interestfor the cost of ▇▇▇▇▇▇'s immovable fixtures, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If (i) the whole or any material part substantially the whole of the Complex, or (ii) the whole or such portion of the Premises or as shall render the Project is remainder reasonably unfit for Tenant’s use, shall be taken for any public or quasi-public use under governmental lawuse, ordinance, or regulation, or by right of eminent domaindomain or otherwise, or by private purchase sold in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Projectcondemnation, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said datethe date when physical possession of the Building or the Premises are taken by the condemning authority. If part of the Premises shall be Taken, and this Lease is not so terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to upon any such partial Taking and the rentable square footage of the Buildingtaking or sale, the rentable square footage of the Premises, Base Rental and Tenant’s Share of Operating Expenses Costs payable hereunder shall be diminished by an amount representing that portion of Base Rental and Tenant’s Share of Operating Costs applicable to the portion of the Premises subject to such taking or sale, and Landlord shall to the extent Landlord deems feasible, restore the Building and the Rent payable hereunder during the unexpired Term shall be reduced Premises to such extent as may be fair and reasonable under the circumstances. Upon any such Takingsubstantially their former condition, except that Landlord shall not be required to rebuild, repair, or replace any Alterations to the Premises made by Tenant following the Commencement Date which were not approved by Landlord in writing, nor shall Landlord in any event be required to spend for such work an amount in excess of the amount received by Landlord as compensation for such taking. All amounts awarded upon a taking of any part or all of the Property, Building or the Premises shall belong to Landlord, and Tenant shall not be entitled to receive the entire price or award from and expressly waives all claims to any such Taking without any payment to Tenantcompensation, and except that Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to may make a separate claim against upon the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable expenses related to relocation and the unamortized cost of leasehold improvements paid for by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under on a pro rata basis unless otherwise agreed between the circumstancesparties. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole all or any a material part portion of the Premises or the Project is taken for by any public or quasi-public use under governmental law, ordinance, or regulation, or lawful authority by exercise of the right of eminent domain, domain (including any portion of the Premises which substantially interferes with Tenant’s ingress to or by private purchase in lieu thereof (a “Taking” or “Taken”), egress from the Premises) and the Taking would in Landlord’s reasonable judgment, either prevent or cannot be restored so as not to materially interfere with Tenant’s use of the Premises, or sold under threat of a taking, either Tenant or Landlord may terminate this Lease effective as of the earlier of (i) the date possession is required to be surrendered to the authority, or (ii) the date actual possession is delivered to the authority. In addition, in the event (i) title to a portion of the Premises is taken or sold under threat of a taking and (ii) Landlord elects to restore the Premises in such a way as to alter the Premises materially or in such a way as to materially interfere with or impair LandlordTenant’s ownership or operation use of the ProjectPremises, Tenant may terminate this Lease, by written notice to Landlord, effective on the date of vesting of title. If Tenant has not elected to terminate this Lease as provided above, then upon written notice by Landlord this Lease shall terminate promptly, after receipt of the condemnation award, proceed to restore the Premises to substantially its condition prior to the taking, and Rent a proportionate allowance shall be apportioned as of said date. If made to Tenant for the rent corresponding to the time during which, and to the part of the Premises shall be Takenof which, and this Lease or access or reasonable use of which, Tenant is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage deprived on account of the Building, taking and restoration. In the rentable square footage event of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Takinga taking, Landlord shall be entitled to receive the entire price or amount of any award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish for Landlord’s awardinterest in the Premises. Notwithstanding the foregoing sentence, to make Tenant may assert a separate claim against the condemning authority (taking authority, but not against Landlord) , for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to the taking of Tenant’s trade fixturesleasehold interest, if a separate award options, personal property, fixtures and any other rights of property of Tenant, or for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of relocation or business interruption expenses recoverable from the Premises or the Projecttaking authority.

Condemnation. (a) If the whole or any material a substantial part of the Premises Building shall be taken or the Project is taken condemned for any a public or quasi-public use under governmental law, ordinance, or regulation, any statute or by right of eminent domain, domain or by private purchase in lieu thereof by any competent authority, Tenant shall have no claim against Landlord and shall not have any claim or right to any portion of the amount that may be awarded as damages or paid as a result of any such condemnation or purchase including, without limit, any right of Tenant to damages for loss of its leasehold; all right of Tenant to damages therefor are hereby assigned by Tenant to Landlord. The foregoing shall not, however, deprive Tenant of any separate award for moving expenses, business dislocation damages or for any other award which would not reduce the award payable to Landlord. Upon the date the right to possession shall vest in the condemning authority, this Lease shall cease and terminate with rent adjusted to such date and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. (a “Taking” or “Taken”), and b) In the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use event of any temporary eminent domain taking of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Projectany part thereof for temporary use, then upon written notice by Landlord this Lease shall terminate and Rent not be affected in any manner, the Term shall not be apportioned as of said date. If part of the Premises shall be Takenreduced, and the Tenant shall continue to pay in full the Fixed Rent, additional rent and all other sums of money and charges in this Lease is not terminated as reserved and provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, be paid by Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord Tenant shall be entitled to receive for itself such portion of any eminent domain award made for such temporary use with respect to the entire price period of the taking which is within the Term; provided that if such temporary taking shall remain in full force at the expiration or earlier termination of this Lease, the award from any such Taking without any payment to Tenant, shall be apportioned between Landlord and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, proportion to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking respective portions of the Premises or period of temporary taking which falls within the ProjectTerm and which falls outside the Term.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “"Taking” " or “"Taken”"), and the Taking would in Landlord’s 's reasonable judgment, judgment either prevent or materially interfere with Tenant’s 's use of the Premises or materially interfere with or impair Landlord’s 's ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s 's Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s 's trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If a taking renders the whole Premises reasonably unsuitable for the Permitted Use or prevents reasonable access to the Premises, this Lease shall, at either party’s option exercised by written notice to the other within 30 days after such taking, terminate as of the date title to condemned real estate vests in the condemner, the Rent herein reserved shall be apportioned and paid in full by Tenant to Landlord to such date, all Rent prepaid for period beyond that date shall forthwith be repaid by Landlord to Tenant, and neither party shall thereafter have any material part liability for any unaccrued obligations hereunder; provided, however, a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises or the Project is taken for any public or quasi-public use under governmental lawshall be of such extent and nature as materially to handicap, ordinanceimpede, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with impair Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part balance of the Premises shall be Taken, and for its normal business operations. If this Lease is not terminated as provided aboveafter a condemnation, Landlord then notwithstanding anything to the contrary in this Lease, Fixed Rent and Additional Rent shall promptly restore be equitably reduced in proportion to the area of the Premises and that has been taken for the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage balance of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such awardTerm. Tenant shall have the right, right to make a claim against the condemner for moving expenses and business dislocation damages to the extent that same shall such claim does not diminish reduce the sums otherwise payable by the condemner to Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If (a) Substantial Taking If, during the whole term (or any material extension or renewal) of this Lease, all or a substantial part of the Leased Premises are taken for any public or quasipublic use under any governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof, and such taking or purchase would prevent or materially interfere with the Project use of the Leased Premises for the purpose for which they are then being used, this Lease shall terminated and the rent shall be abated during the unexpired portion of this Lease effective on the date physical possession is taken by the condemning authority. Lessee shall have no claim to the condemnation award or any part thereof, unless some portion of the award is specifically allocated to Lessee. Lessee can pursue its own claims. (b) Partial Taking In the event a portion of the Leased Premises shall be taken for any public or quasi-public use under any governmental law, ordinance, ordinance or regulation, or by right of eminent domain, domain or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Takenthereof, and this Lease is not terminated as provided in subparagraph (a) above, Landlord shall promptly Lessor may, at Lessor's sole risk and expense, restore and reconstruct the Building and other Improvements on the Leased Premises and to the Project as nearly as is commercially reasonable extent necessary to make it reasonably tenantable. The rent payable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder this Lease during the unexpired Term portion of the term shall be reduced adjusted to such an extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant Lessee shall have the right, no claim to the extent that same shall not diminish Landlord’s awardcondemnation award or any part thereof, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking unless some portion of the Premises or the Projectaward is specifically allocated to Lessee. Lessee can pursue its own claims.

Condemnation. If the whole or any material part of the Premises or the Project (or the parking structure serving the Project) is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, materially interfere with or impair Landlord’s ownership or operation of the Project or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises or materially interfere (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with or impair Landlord’s ownership or operation the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the ProjectAmerican Arbitration Association), then upon written notice by Landlord Landlord, this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, impair Landlord’s ownership or operation of the Project or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises or materially interfere (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with or impair Landlord’s ownership or operation the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the ProjectAmerican Arbitration Association), then upon written notice by Landlord or Tenant to the other this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. (a) If the whole or any material substantial part of the Premises or the Project is Building should be taken for any public or quasi-public use under governmental law, ordinance, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation of Building for the Projectpurpose for which they are then being used, then upon written notice by Landlord this Lease shall terminate and Rent effective when the legal taking shall be apportioned occur as if the date of said date. such taking were the date originally fixed in the Lease for the expiration of the Term. (b) If the part of the Premises or Building shall be Takentaken 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 this Lease is not terminated as provided above, Landlord this Lease shall promptly restore not terminate but the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent rent payable hereunder during the unexpired Term portion of this Lease shall be reduced to such extent as may be fair and reasonable under all of the circumstances and Landlord shall undertake to restore the Premises to a condition suitable for Tenant's use, as near to the condition thereof immediately prior to such taking as is reasonably feasible under all the circumstances. Upon . (c) In the event of any such Takingtaking or private purchase in lieu thereof, Landlord and Tenant shall each be entitled to receive the entire price or award from any and retain such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation awards and/or portion of lump sum awards as may be separately awarded allocated to their respective interests in any condemnation proceedings; provided that Tenant shall not be entitled to receive any award for the loss of any improvements paid for by Landlord or recoverable for Tenant's loss of its leasehold interest, the right to such award as to such items being hereby assigned by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectLandlord.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord either party this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, right to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixturesfixtures and any improvements made and paid for by Tenant, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole Property or any material part of the Premises or the Project is taken for any public or quasi-public use under governmental lawportion thereof that, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s reasonable opinion, is necessary to the continued efficient and/or economically feasible use of the Premises Property or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Takentaken or condemned for public purposes, and or sold to a condemning authority in lieu thereof, then either party may, at its option, terminate this Lease is not terminated as provided above, Landlord shall promptly restore on the Premises and effective date of such taking by delivering written notice thereof to the Project as nearly as is commercially reasonable under other party on or before ten (10) days after the circumstances to their condition prior to such partial Taking and the rentable square footage effective date of the Buildingtaking, condemnation or sale in lieu thereof. If neither Landlord nor Tenant elects to exercise such termination right, then this Lease shall continue in full force and effect, provided that if the rentable square footage taking, condemnation or sale includes any portion of the Premises, Tenant’s Share of Operating Expenses the Basic Annual Rent and the Additional Rent payable hereunder during the unexpired Term shall be reduced re-determined on the basis of the remaining square feet of Premises Rentable Area. Landlord, at Landlord’s sole option and expense, shall restore and reconstruct the Building to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, substantially its former condition to the extent that the same may be reasonably feasible, but such work shall not diminish be required to exceed the scope of the work done by Landlord in originally constructing the Building. Landlord shall receive the entire award (which shall include sales proceeds) payable as a result of a condemnation, taking or sale in lieu thereof. Tenant shall, however, have the right to recover from such authority through a separate award which does not reduce Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such any compensation as may be separately awarded or recoverable by to Tenant for on account of moving and relocation expenses and damage to depreciation and removal of Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectphysical property.

Condemnation. If the whole or any material part of the Premises Premises, the Building or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Building or Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, judgment either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord “Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and expenses, damage to Tenant’s trade fixtures, or other compensable property interest authorized by applicable Legal Requirements, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant▇▇▇▇▇▇’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the ProjectPremises, then upon written notice by Landlord either party to the other, this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced in proportion to such extent as may be fair and reasonable under the circumstancesrentable area of the Premises so Taken. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s improvements and trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectPremises.

Condemnation. If the whole or any material part more than twenty percent (20%) of the Premises or the Project is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, domain or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgmentprevents or materially interferes with the use of the remainder of the Premises for the purpose for which they were leased to Tenant, either party may terminate this Lease by delivering to the other written notice thereof within thirty (30) days after the Taking, in which case Rent shall be abated during the unexpired portion of the Term, effective on the date of such Taking. If (i) less than twenty percent (20%) of the Premises are subject to a Taking, or (ii) the Taking does not prevent or materially interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part remainder of the Premises shall be Takenfor the purpose for which they were leased to Tenant, and then neither party may terminate this Lease is not terminated as provided aboveLease, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and but the Rent payable hereunder during the unexpired portion of the Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon All compensation awarded for any such Taking, Landlord Taking shall be entitled to receive the entire price or award from any such Taking without any payment to Tenantproperty of Landlord, and Tenant hereby assigns any interest it may have in any such award to Landlord; however, Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, no interest in any separate award made to the extent that same shall Tenant (which does not diminish reduce Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded loss of Tenant’s business or recoverable by Tenant goodwill, for moving expenses and damage to the taking of Tenant’s trade fixtures, or on account of Tenant’s moving and relocation expenses and depreciation to and removal of Tenant’s physical personal property, if a separate award for such items is made to Tenant. , and Tenant hereby waives any and all rights it might otherwise shall have pursuant the right to any provision of state law to terminate this Lease upon file a partial Taking of separate claim against the Premises or the Projectcondemning authority for such items.

Condemnation. If If, at any time during the whole Term, all or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Takencondemned or transferred in lieu of condemnation, the net proceeds of such condemnation or transfer shall be divided between Landlord and Tenant in the proportions specified in the condemnation award or agreement of transfer or, if not so specified, in proportion to the fair value of Landlord’s and Tenant’s respective interests in this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under Premises, provided that to the circumstances extent the net proceeds of any condemnation or transfer in lieu of condemnation are attributable to their condition prior the Improvements, such proceeds shall be paid solely to such partial Taking and Tenant with ▇▇▇▇▇▇▇▇ receiving any proceeds attributable solely to the rentable square footage residual value of the Building, the rentable square footage fee estate of the Premises. For the purpose of this Section 13, Tenant’s Share the net proceeds of Operating Expenses a condemnation or transfer in lieu of condemnation shall mean the total proceeds of such condemnation or transfer less the costs and expenses incurred in connection therewith (including legal fees). If the Rent payable hereunder during entire Land is condemned or transferred in lieu of condemnation, the unexpired Term shall be reduced terminate at the time title vests in the condemning authority. If a portion of the Premises is condemned or transferred in lieu of condemnation, the Lease shall continue in full force and effect with respect to such extent as may be fair that portion of the Premises which has not been so condemned or transferred and reasonable under the circumstances. Upon any such Taking, Landlord Basic Rent shall be entitled to receive equitably adjusted. Notwithstanding the entire price or award from any such Taking without any payment to Tenantforegoing, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking without penalty by giving written notice of termination to Landlord if, in Tenant’s sole and absolute discretion, the Premises is not suitable for Tenant’s intended use following such condemnation or the Projecttransfer in lieu thereof.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s 's reasonable judgment, either prevent or materially interfere with Tenant’s 's use of the Premises or materially interfere with or impair Landlord’s 's ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s 's Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s 's trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “"Taking” " or “"Taken”"), and the Taking would in Landlord’s reasonable judgment, 's judgment either prevent or materially interfere with Tenant’s 's use of the Premises or materially interfere with or impair Landlord’s 's ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses taking and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures's Trade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. (a) If the whole all or any material part substantially all of the Premises Project or the Project Building is taken for any public or quasi-public use under any governmental law, ordinance, or regulation, regulation or by right of eminent domain, domain or by private purchase is sold to the condemning authority in lieu thereof (a “Taking” or “Taken”)of condemnation, and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use then this Lease terminates as of the Premises or materially interfere with or impair Landlord’s ownership or operation date which is 7 days prior to the date when physical possession of the Projectportion of the Building or Project is taken by the condemning authority. If less than all or substantially all of the Project or the Building is taken or sold, then upon written notice by Landlord (whether or not the Leased Premises are affected) may terminate this Lease shall terminate and Rent shall be apportioned by giving notice to Tenant within 90 days after the right of election accrues, in which event this Lease terminates as of said date. If part the date which is 7 days prior to the date when physical possession of the Premises shall be Taken, portion of the Building and Project is taken by the condemning authority. (b) If this Lease is not terminated as provided aboveupon any taking or sale of less than all or substantially all of the Project: (1) the Rent reduces by an amount representing that part of the Rent properly allocable to the portion of the Leased Premises taken or sold; and (2) Landlord shall, Landlord shall promptly at Landlord's sole expense, restore the Premises and Project to substantially its former condition to the extent reasonably deemed feasible by Landlord, but: (A) Landlord's restoration obligation does not exceed the scope of the work done by Landlord in originally constructing the Project as nearly as and installing Standard Improvements in the Leased Premises; and (B) Landlord is commercially reasonable under not required to spend for the circumstances to their condition prior to such partial Taking and the rentable square footage work an amount in excess of the Building, amount received by Landlord as compensation or damages (over and above amounts going to the rentable square footage mortgagee of the Premises, Tenant’s Share property taken) for the part of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Project so taken. (C) Landlord shall be is entitled to receive all of the entire price compensation awarded upon a taking of any part or all of the Project, including any award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such awardfor the value of the unexpired Lease Term. Tenant shall have the rightis not entitled to and expressly waives all claim to any compensation; provided, Tenant is entitled to receive any award for damages to the extent that same shall Tenant Improvements not diminish paid for by Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord from either party to the other party this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part substantially the whole of the Premises Building or the Project is Leased Premises should be taken for any public or quasi-public use under governmental lawuse, ordinance, or regulation, or by right of eminent domain, domain or by private purchase otherwise or should be sold in lieu thereof (a “Taking” or “Taken”)of condemnation, and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use then this Lease Agreement shall terminate as of the Premises or materially interfere with or impair Landlord’s ownership or operation date when physical possession of the ProjectBuilding or the Leased Premises is taken by the condemning authority. If less than the whole or substantially the whole of the Building or the Leased Premises is thus taken or sold, then upon Tenant (whether or not the Leased Premises are affected thereby) may terminate this Lease Agreement by giving written notice by Landlord thereof to Landlord, in which event this Lease Agreement shall terminate and Rent as of the date when physical possession of such portion of the Building or Leased Premises is taken by the condemning authority. If this Lease Agreement is not so terminated upon any such partial taking or sale, the rent payable hereunder shall be apportioned as of said date. If part diminished by an equitable amount based on the portion of the Leased Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interesttaken, if any, in such award. Tenant shall have the rightand Landlord shall, to the extent that same Landlord deems feasible, restore the Building and the Leased Premises to substantially their former condition, but in no event shall not diminish Landlord’s award, Landlord be required to make a separate claim against the condemning authority (but not Landlord) spend for such work an amount in excess of the amount received by Landlord as compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenantdamage. Tenant hereby waives any and all rights it might otherwise have pursuant to If this Lease should be terminated under any provision of state law this Section, Rent shall be payable up to terminate this Lease upon a partial Taking of the Premises or date that possession is taken by the Projecttaking authority, and Landlord will refund to Tenant any prepaid, un accrued Rent less any sum then owing by Tenant to Landlord.

Condemnation. If If, during the whole Term or any material extension thereof, all or a substantial part of the Premises or the Project is are taken for any public or quasi-public use under any governmental law, ordinanceordinance or regulation or by right of eminent domain, or are conveyed to the condemning authority under threat of condemnation, this Lease will terminate and the monthly installments of Rent will be abated during the unexpired portion of the Term, effective on the date of the taking. If less than a substantial part of the Premises is taken for 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 (a “Taking” or “Taken”)is conveyed to the condemning authority under threat of condemnation, and the Taking would in Landlord, at Landlord’s reasonable judgmentoption, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon may terminate this Lease by delivering a written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said dateto Tenant. If part of the Premises shall be Taken, and Landlord does not terminate this Lease is not terminated as provided aboveLease, Landlord shall promptly promptly, at Landlord’s expense, restore and reconstruct the Premises buildings and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Buildingimprovements (other than leasehold improvements made by Tenant or any assignee, the rentable square footage subtenant or other occupant of the Premises, Tenant’s Share ) situated on the Premises in order to make the same reasonably suitable for the Permitted Use. The monthly installments of Operating Expenses and the Rent payable hereunder under this Lease during the unexpired portion of the Term shall will be reduced to such extent as may be fair adjusted equitably. Landlord and reasonable under the circumstances. Upon any such Taking, Landlord shall Tenant will each be entitled to receive the entire price or award from any and retain such Taking without any payment to Tenant, separate awards and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation portions of lump sum awards as may be separately awarded or recoverable by Tenant for moving expenses and damage allocated to Tenant’s trade fixtures, if a separate award for such items is made to Tenanttheir respective interests in any condemnation proceeding. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision The termination of state law to terminate this Lease upon a partial Taking will not affect the rights of the Premises or the Projectparties to those awards.

Condemnation. If a taking renders the whole or Building reasonably unsuitable for the Permitted Use, this Lease shall, at either party’s option exercised by written notice to the other within thirty (30) days after such taking, terminate as of the date title to condemned real estate vests in the condemner, the Rent herein reserved shall be apportioned and paid in full by Tenant to Landlord to such date, all Rent prepaid for period beyond that date shall forthwith be repaid by Landlord to Tenant, and neither party shall thereafter have any material part liability for any unaccrued obligations hereunder; provided, however, a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises or the Project is taken for any public or quasi-public use under governmental lawshall be of such extent and nature as materially to handicap, ordinanceimpede, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with impair Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part balance of the Premises shall be Taken, and for its normal business operations. If this Lease is not terminated as provided aboveafter a condemnation, Landlord then notwithstanding anything to the contrary in this Lease, Fixed Rent and Additional Rent shall promptly restore be equitably reduced in proportion to the area of the Premises and that has been taken for the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage balance of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such awardTerm. Tenant shall have the rightright to make a claim against the condemner for moving expenses, business dislocation damages and loss of business to the extent that same shall such claim does not diminish reduce the sums otherwise payable by the condemner to Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part more than fifty percent (50%) of the Premises or the Project is are taken for any public or quasi-public quasipublic use under governmental law, ordinance, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”)thereof, and the Taking would taking prevents or materially interferes with the use of the remainder of the Premises for the purpose for which they were leased to Tenant, this Lease shall terminate and the rent shall be abated during the unexpired portion of this Lease, effective on the date of such taking. If (i) less than fifty percent (50%) of the Premises are taken for any a public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in Landlord’s reasonable judgmentlieu thereof; or (ii) more than fifty percent (50%) of the Premises are taken for any public or quasipublic use under governmental law, either ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, but the taking does not prevent or materially interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation remainder of the ProjectPremises for the purpose for which they were leased to Tenant, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of not terminate, but the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent rent payable hereunder during the unexpired Term portion of this Lease shall be reduced to such extent as may be fair and reasonable under all of the circumstances. Upon All compensation awarded in connection with or as a result of any such Taking, Landlord of the foregoing proceedings shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, property of Landlord and Tenant hereby assigns any interest in any such award to Landlord; provided, however, Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, no interest in any award made to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses loss of business or goodwill or for the taking of Tenant's fixtures and damage to Tenant’s trade fixturesimprovements, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. (a) If the whole or any material part of the Leased Premises or the Project is shall be taken for any public or quasi-public use under governmental law, ordinance, or regulation, any statute or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use under threat of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Projectcondemnation, then upon written notice by Landlord this Lease shall at Landlord's reasonable and sole option automatically terminate and Rent as of the date that title shall be apportioned taken. If as a result of such condemnation, the Leased Premises is rendered unsuitable for Tenant's business purposes in the reasonable opinion of either Landlord or Tenant, then such party may terminate this Lease as of said date. the date that title shall be taken. (b) If any part of the building of which the Leased Premises form a part or any parking area adjacent thereto shall be Taken, so taken and this Lease is shall not be terminated as provided under the provisions (a) above, then Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law option to terminate this Lease upon a partial Taking ninety (90) days notice to Tenant if, in Landlord's sole discretion, continued operation of the Premises remaining structure or improvements is uneconomical. (c) In any event, all compensation awarded or paid upon such a total or partial taking shall belong to and be the Projectproperty of Landlord without any participation by Tenant; provided, however, that nothing contained herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority in such condemnation proceeding for loss of business, depreciation to, damage to, or costs of removal of, or for the value of, trade fixtures, furniture, and other personal property belonging to Tenant; provided, however, that no such claim shall diminish or otherwise adversely affect Landlord's award.

Condemnation. If the whole or any a material part of the Premises store building shall be taken ------------ or condemned under the Project power of eminent domain or is conveyed or leased in lieu of such taking, this lease shall terminate as of the date title vests in the condemning authority. If any portion of the Store parking area is taken for any public or quasi-public use condemned under governmental law, ordinance, or regulation, or by right the power of eminent domain, domain or by private purchase is conveyed or leased in lieu thereof (a “Taking” or “Taken”)of such taking and, and in the Taking would in Landlord’s reasonable judgmentopinion of Lessor, either prevent or materially interfere with Tenant’s use continuance of the Premises or materially interfere with or impair Landlord’s ownership or operation of the ProjectStore is undesirable as result thereof, Lessor may elect to terminate this lease concurrently with Lessor's closing of the Store, and if Lessor elects to so terminate this lease, then upon written notice by Landlord this Lease lease shall terminate and Rent all rights and liabilities of the parties thereafter accruing shall be apportioned cease and terminate as if the date of said datesuch termination were the date originally set for the expiration of the terms of this lease. If Lessee hereby assigns to Lessor any and all right, title, or interest it may have in and to any award made in any such condemnation proceeding, except if any award includes an amount in compensation for loss of business profits by Lessee or for moving the property of Lessee, that part of the Premises shall be Taken, and this Lease such award is not terminated as provided above, Landlord shall promptly restore the Premises hereby assigned to Lessor and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall Lessee will be entitled to receive the entire price or award from any such Taking without any payment to Tenant, amount paid for Lessee's loss of profits and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have for the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectLessee's property.

Condemnation. (a) If the whole or any material part of the Premises shall be acquired or the Project is taken condemned by eminent domain for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase purpose (a sale in lieu thereof of condemnation to be deemed a taking for the purposes of this Paragraph 14), then the Term shall cease and terminate as of the date of possession being required by the condemning authority and all Basic Rent and Additional Rent shall be paid through that date. (a “Taking” b) If any material part of the Premises or “Taken”)Building shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose, and the Taking taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation Building for the purpose for which they are then being used, then the Term shall cease and terminate as of the Project, then upon written notice date of possession being acquired by Landlord this Lease shall terminate the condemning authority and all Basic Rent and Additional Rent shall be apportioned as of said paid through that date. If part In the event of the Premises shall be Taken, and this Lease a partial taking or condemnation. which is not terminated extensive enough to render the Lease terminable as provided above, then Landlord shall promptly restore the Premises (but not the Tenant Improvements, any Alterations or Tenant’s Property) or cause same to be restored to make the remaining portions of the Premises (outside the Building) reasonably functional, and with respect to the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage remaining portions of the Building, to cause the rentable square footage same to be an architectural whole, and this Lease shall continue in full force and effect, except that the Basic Rent shall be equitably adjusted to the extent of the taking that affected the Premises. Notwithstanding the foregoing, TenantL▇▇▇▇▇▇▇’s Share of Operating Expenses obligation to restore or cause restoration hereunder exists (i) only if and/or to the extent that the condemnation or similar award received by Landlord is sufficient to compensate Landlord for its restoration costs, and/or (ii) the area unaffected by the condemnation may, as determined by Landlord’s reasonable judgment, be restored as a profitable and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, self-functioning premises. (c) Landlord shall be entitled to receive the entire price award for any claim for a taking (or award from the proceeds of private sale in lieu thereof) of the Premises or for any such Taking portion of the Building, without any payment to Tenant, and Tenant hereby assigns to Landlord deduction or offset for Tenant’s estate or interest; provided, if anyhowever, Tenant may, in such award. a separate proceeding, make a separate claim for the unamortized portion of any Alterations paid for by Tenant shall have the rightwith no reimbursement from Landlord, trade fixtures and other Tenant’s Property and Tenant’s moving, relocation and other business expenses (including loss of lease value) to the extent that same shall Tenant’s claim does not diminish the claims or awards of Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Takentaken or condemned by any competent authority for public or quasi public use or purpose, then, and in that event, the Term shall expire when the possession of the Premises so taken shall be required for such use or purpose. If any part, less than the whole, of the Premises shall be so taken or condemned, then, and in that event, either Landlord or Tenant shall have the option, exercisable by notice in writing to the other within sixty (60) days from the date of the notice to Landlord of the taking or condemnation, to terminate this Lease; and in the event said option to so terminate this Lease is exercised by either Landlord or Tenant, the Lease shall continue in effect with respect to the portion of the Premises not terminated taken or condemned unless the same is rendered untenantable (in Tenant’s reasonable determination) by such taking and condemnation or cannot be made tenantable (in Tenant’s reasonable determination) by repairs to be conducted by Landlord at its expense. In the event this Lease continues with reference to the portion of the Premises not taken, the rental specified hereunder shall be prorated and adjusted on a square footage basis. In the event that this Lease terminates by a taking or condemnation of the whole of the Premises or by the election on the part of Landlord as provided aboveherein, Landlord the current rental shall promptly restore in either case be apportioned to the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage date of termination of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstancesLease. Upon any such Taking, Landlord shall be entitled to receive the entire price any and all awards and/or settlements that may be awarded on account of such taking or award from any such Taking without any payment to condemnation. Tenant, and Tenant hereby assigns to Landlord Tenant’s interesthowever, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make be prevented from making a separate claim against the condemning authority party (but not Landlordagainst Landlord ) for such compensation as any moving or relocation expenses, loss of profits, or taking of Tenant’s personal property (other than its leasehold estate) to which Tenant may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate entitled; provided that any such award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking shall not reduce the amount of the Premises or award otherwise payable to Landlord for the Projecttaking of the Building and Premises.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “"Taking” " or “"Taken”"), and (a) the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s 's use of the Premises or Premises, (b) in Landlord's judgment would materially interfere with or impair Landlord’s its ownership or operation of the Project or (c) as a result of such Taking, Landlord's mortgagee accelerates the payment of any indebtedness securing all or a portion of the Project, then upon written notice by Landlord this Lease shall terminate and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances, and Landlord shall restore the Premises to its condition prior to the Taking; provided, however, Landlord's obligation to so restore the Premises shall be limited to the award Landlord receives in respect of such Taking that is not required to be applied to the indebtedness secured by a mortgage. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures's Trade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. (a) If the whole entire premises under the Governing Agreements or any material part portion thereof leaves the Tenant Premises reasonably unfit for the normal conduct of the Premises business of Tenant, at any time during the Term of this Lease or Renewal Term, shall be taken by the Project is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right exercise of a power of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall then terminate as of the date of title vesting in such proceeding, all Rent, Fees, Costs and Rent Taxes shall be apportioned paid up to that date, and Tenant shall have no claim against Landlord or the condemning authority for the value of the unexpired Term of this Lease, nor shall Landlord have any claim against Tenant for obligations relating to the unexpired portion of the Term. (b) In the event of any condemnation or taking as of said date. If aforesaid, whether whole or partial, Tenant shall not be entitled to any part of the Premises shall be Takenaward paid for such condemnation; Tenant hereby expressly waiving any right or claim to any part thereof. Although all such damages awarded in the event of any condemnation are to belong to Landlord, and this Lease is not terminated whether such damages are awarded as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage compensation for diminution in value of the Building, leasehold or to the rentable square footage fee of the leased Tenant Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, right to the extent that same shall not diminish Landlord’s award, to make a separate claim against and recover from the condemning authority (authority, but not from Landlord) for , such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to ▇▇▇▇▇▇ in Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives 's own right on account of any and all rights it might otherwise have pursuant damage to any provision of state law to terminate this Lease upon a partial Taking ▇▇▇▇▇▇'s business by reason of the Premises condemnation and for or the Projecton account of any cost or loss to which Tenant might be subject in removing Tenant's merchandise, furniture, fixtures, leasehold improvements and equipment.

Condemnation. (a) If the whole or any material a substantial part of the Premises Building shall be taken or the Project is taken condemned for any a public or quasi-public use under governmental law, ordinance, or regulation, any statute or by right of eminent domain, domain or by private purchase in lieu thereof by any competent authority, Tenant shall have no claim against Landlord and shall not have any claim or right to any portion of the amount that may be awarded as damages or paid as a result of any such condemnation or purchase including, without limit, any right of Tenant to damages for loss of its leasehold; all right of Tenant to damages therefor are hereby assigned by Tenant to Landlord. The foregoing shall not, however, deprive Tenant of any separate award for moving expenses, business dislocation damages or for any other award which would not reduce the award payable to Landlord. Upon the date the right to possession shall vest in the condemning authority, this Lease shall automatically cease and terminate with rent adjusted to such date and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. (a “Taking” or “Taken”), and b) In the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use event of any temporary eminent domain taking of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Projectany part thereof for temporary use, then upon written notice by Landlord this Lease shall terminate and Rent not be affected in any manner, the Term shall not be apportioned as of said date. If part of the Premises shall be Takenreduced, and the Tenant shall continue to pay in full the Fixed Rent, additional rent and all other sums of money and charges in this Lease is not terminated as reserved and provided above, Landlord shall promptly restore the Premises to be paid by Tenant and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord Tenant shall be entitled to receive for itself such portion of any eminent domain award made for such temporary use with respect to the entire price period of the taking which is within the Term; provided that if such temporary taking shall remain in full force at the expiration or earlier termination of this Lease, the award from any such Taking without any payment to Tenant, shall be apportioned between Landlord and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, proportion to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking respective portions of the Premises or period of temporary taking which falls within the ProjectTerm and which falls outside the Term.

Condemnation. If the whole all or any material part materially all of the Premises or the Project is are taken for any public or quasi-public use under governmental law, ordinance, or regulation, in appropriation proceedings or by right of eminent domain, domain or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use threat of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Projectsame, then upon written notice by Landlord this Lease shall terminate as of the date Tenant is deprived of occupancy thereof, and Rent Tenant's obligations under this Lease, except obligations for rent and other charges herein to be paid by Tenant up to the date thereof, shall terminate. For purposes of this Lease, "materially all of the Premises" shall be apportioned considered as of said date. If part having been taken if the portion of the Premises shall be Takentaken, due either to the area so taken or the location of the portion taken, would leave the remaining portion not so taken insufficient to enable tenant to effectively and economically conduct it business at the Premises. If Less than materially all the Premises are taken in appropriation proceedings or by right of eminent domain or by the threat thereof, then this Lease is shall not terminated terminate as provided abovea result of such taking, but Landlord shall promptly repair and restore the Premises to substantially the same condition as existed immediately before such taking. Until such repair and restoration are completed, rent shall be abated in the Project as nearly as proportion of the number of square feet of improvements on the Premises of which Tenant is commercially reasonable under deprived bears to the circumstances to their condition total square feet of such improvements immediately prior to such partial Taking and taking. Thereafter, if the rentable number of square footage feet of improvements is less than the total of the Buildingsame prior to such taking, rent shall be reduced in the rentable proportion to which the number of square footage feet of improvements existing after such repair and restoration is less than the total of the same prior to such taking. All damages awarded for any such taking shall belong to and be the property of Landlord, whether such damages shall be awarded as compensation for diminution in value to the leasehold or to the fee of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Takingor otherwise, Landlord provided, however, that Tenant shall be entitled to receive any portion of the entire price award made to Tenant for removal and reinstallation of Tenant's fixtures or award from any such Taking without any payment to for the cost of Tenant, and Tenant hereby assigns to Landlord Tenant’s interest's immovable fixtures, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is taken or condemned for any public or quasi-public use under governmental lawLaw, ordinance, by eminent domain or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and then either party may terminate this Lease. Landlord shall also have the right to terminate this Lease if there is a Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of any portion of the Premises or materially interfere with or impair Landlord’s ownership or operation Building and/or the Property which would render the remainder of the ProjectBuilding and/or the Property unsuitable for use as a laboratory/life science building in the reasonable determination of Landlord, then upon written notice by Landlord provided that, concurrent therewith, the leases of the tenants (including Tenant) occupying in the aggregate not less than fifty percent (50%) of the rentable area in the Building are terminated. Upon any termination of this Lease shall terminate and pursuant to the provisions of this Article 14, Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of said datesuch termination. If a part of the Premises Property shall be Taken, so Taken and this Lease is not terminated in accordance with this Article 14, then Landlord, without being required to spend more than the net amount it receives as provided abovea condemnation award and subject to the requirements of any Mortgage, shall restore that part of the Property not so Taken to a substantially equivalent condition (with respect to character, quality, appearance and services) to that which existed immediately prior to such Taking, Upon any Taking, Landlord shall promptly restore receive the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon entire award for any such Taking, and Tenant shall have no claim against Landlord shall be entitled to receive or the entire price condemning authority for the value of any unexpired portion of the Term or award from any such Taking without any payment to Tenant, ’s Alterations; and Tenant hereby assigns to Landlord Tenant’s interest, if any, all of its right in and to such award. Tenant Nothing contained in this Article 14 shall have the right, be deemed to the extent that same shall not diminish Landlord’s award, to make prevent T▇▇▇▇▇ from making a separate claim against the condemning authority (but not Landlord) in a separate proceeding for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to the then value of any Tenant’s trade fixturesProperty included in such Taking and for any moving expenses, if provided any such award is in addition to, and does not result in a separate reduction of, the award for such items is made to TenantLandlord. Tenant hereby waives If a temporary Taking of all or any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking part of the Premises occurs during the Term, then Tenant shall give prompt notice to Landlord and the Term shall not be reduced or affected in any way and Tenant shall continue to pay all Rent payable by Tenant without reduction or abatement and to perform all of its other obligations under this Lease, except to the Projectextent prevented from doing so by the condemning authority, and Tenant shall be entitled to receive any award or payment from the condemning authority for such use, which shall be received, held and applied by Tenant as a trust fund for payment of the Rent falling due.

Condemnation. If (a) all of the whole or Premises are Taken (as defined hereunder), (b) any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), Taken and the Taking would remainder is insufficient in Landlord’s opinion for the reasonable judgment, either prevent or materially interfere with operation of Tenant’s use business, or (c) any of the Premises Property is Taken, and, in Tenant or materially interfere with or impair Landlord’s ownership opinion, it would be impractical or operation of the Projectcondemnation proceeds are insufficient to restore the remainder, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said datethe date the condemning authority takes possession. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the rightterminated, to the extent that same proceeds are paid to Landlord and made available by the holder of a Mortgage on the Land or the Building, Landlord shall not diminish restore the Building to a condition as near as reasonably possible to the condition prior to the Taking, the Minimum Annual Rent shall be abated for the period of time all or a part of the Premises is untenantable in proportion to the square foot area untenantable, and this Lease shall be amended appropriately. The compensation awarded for a Taking shall belong to Landlord’s award. Except for any relocation benefits to which Tenant may be entitled, to make a separate claim Tenant hereby assigns all claims against the condemning authority (to Landlord, including, but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage limited to, any claim relating to Tenant’s trade fixtures, if leasehold estate. “Taken” or “Taking” means acquisition by a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision public authority having the power of state law to terminate this Lease upon a partial Taking eminent domain by condemnation or conveyance in lieu of the Premises or the Projectcondemnation.

Condemnation. If (a) In the whole event the Premises, or any material part of the Premises thereof, shall be taken or the Project is taken condemned permanently or temporarily for any public or quasi-public use under governmental law, ordinance, or regulation, purpose by any competent authority in appropriation proceedings or by any right of eminent domain, the entire compensation award therefore, including leasehold, reversion and fee, shall belong to the Landlord without any deduction therefrom for any present or future estate of Tenant. Tenant shall, however, be entitled to claim, prove and receive in such condemnation proceedings such award as may be allowed for fixtures and other equipment installed by private purchase in lieu thereof (a “Taking” or “Taken”)it, and for moving expenses, but only if such award shall be in addition to the Taking would in award to Landlord’s reasonable judgment. (b) If the entire Building shall be so taken by virtue of eminent domain, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate on the date when title vests pursuant to such taking, and the Rent and other charges hereunder shall be apportioned as of said date. , and any Rent paid for any period beyond said date shall be repaid to Tenant. (c) If part more than twenty percent (20%) of the floor area comprising the Premises shall be Takenso taken, or if a portion of the Building or Development is taken which materially interferes with Tenant’s use of the Premises, either party shall have the right to cancel and terminate this Lease as of the date of such taking, upon giving notice to the other party within thirty (30) days after notice to Tenant from Landlord or the condemning authority that such Premises are to be appropriated or taken. In the event that this Lease is not terminated as provided aboveherein provided, Landlord this Lease shall promptly restore continue, with an equitable and proportionate adjustment, effective on the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage date of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if anytaking, in such award. Tenant shall have Rent and other charges due hereunder based upon the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectreduction in floor area.

Condemnation. If (a) If, during the whole term (or any material extension or renewal) of this Lease, all or a substantial part of the Premises or the Project is leased premises are taken for any public or quasi-public use under any governmental law, ordinance, ordinance or regulation, or by right of eminent domain, domain or by private purchase in lieu thereof (a “Taking” or “Taken”)thereof, and the Taking taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation of leased premises for the Projectpurpose for which they are then being used, then upon written notice by Landlord this Lease shall terminate and Rent the rent shall be apportioned abated during the unexpired portion of this Lease effective on the date physical possession is taken by the condemning authority. Tenant shall have no claim to the condemnation award, less and except any separate award made directly to Tenant as of said date. If part compensation for the Tenant’s leasehold interest. (b) In the event a portion of the Premises leased premises shall be Takentaken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof, and this Lease is not terminated as provided in subparagraph (a) above, Landlord shall promptly may, at Landlord’s sole risk and expense, restore and reconstruct the Premises building and other improvements on the Project as nearly as is commercially reasonable leased premises to the extent necessary to make it reasonably tenantable. The rent payable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder this Lease during the unexpired Term portion of the term shall be reduced adjusted to such an extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, no claim to the extent that same shall not diminish Landlord’s condemnation award, less and except any separate award made directly to make a separate claim against Tenant as compensation for the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectleasehold interest.

Condemnation. (a) If the whole or any material substantial part of the Premises or the Project is Building should be taken for any public or quasi-public use under governmental law, ordinance, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation of Building for the Projectpurpose for which they are then being used, then upon written notice by Landlord this Lease shall terminate and Rent effective when the legal taking shall be apportioned occur as if the date of said date. such taking were the date originally fixed in the Lease for the expiration of the Term. (b) If the part of the Premises or Building shall be Takentaken 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 this Lease is not terminated as provided above, Landlord this Lease shall promptly restore not terminate but the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent rent payable hereunder during the unexpired Term portion of this Lease shall be reduced to such extent as may be fair and reasonable under all of the circumstances and Landlord shall undertake to restore the Premises to a condition suitable for Tenant's use, as near to the condition thereof immediately prior to such taking as is reasonably feasible under all the circumstances. Upon . (c) In the event of any such Takingtaking or private purchase in lieu thereof, Landlord and Tenant shall each be entitled to receive the entire price or award from any and retain such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation awards and/or portion of lump sum awards as may be separately awarded allocated to their respective interests in any condemnation precedings; provided that Tenant shall not be entitled to receive any award for the loss of any improvements paid for by Landlord or recoverable for Tenant's loss of its leasehold interest, the right to such award as to such items being hereby assigned by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectLandlord.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by either Landlord or Tenant this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If (a) all of the whole or Premises are Taken, (b) any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), Taken and the Taking would remainder is insufficient in Landlord’s reasonable judgment, either prevent or materially interfere with and Tenant’s use reasonable opinion for the reasonable operation of Tenant’s business, or (c) any part of the Premises or materially interfere with or impair Property is Taken, such that, in Landlord’s ownership and Tenant’s reasonable opinion, Tenant is not able to reasonably operate its business in the Premises, or operation of the Projectcondemnation proceeds are insufficient to restore the remainder, then upon written notice by Landlord this Lease shall terminate as of the date the condemning authority takes possession. If this Lease is not terminated, Landlord shall restore the Property, including the Building, the Premises and Tenant Improvements, as applicable, to a condition as near as reasonably possible to the condition prior to the Taking, the Rent shall be apportioned as abated for the period of said date. If time all or a part of the Premises shall be Takenis untenantable in proportion that such rentable square foot area that is untenantable bears to the rentable square foot area of the Premises, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced amended appropriately. The compensation awarded for a Taking shall belong to such extent as may be fair and reasonable under the circumstances. Upon any such TakingLandlord, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. except Tenant shall have the rightright to make a claim for its personal property, fixtures and equipment and any moving expenses, but only to the extent that same shall does not diminish Landlord’s award. Except for any such claim, to make a separate claim Tenant hereby assigns all claims against the condemning authority (to Landlord, including, but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage limited to, any claim relating to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectleasehold estate.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any 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 (a “Taking” "TAKING" or “Taken”"TAKEN"), and the Taking would would, in Landlord’s reasonable Tenant's judgment, either prevent or materially interfere with Tenant’s 's use of the Premises or for the Permitted Use or, in Landlord's judgment, materially interfere with or impair Landlord’s 's ownership or operation of the Project, then upon written notice Notice by Landlord either party to the other party this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses taking and the Rent payable hereunder during the unexpired portion of the Term or any Term Extension shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures's Trade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part more than 20% of the Premises or the Project is should be taken for ------------ any public or quasi-public use under governmental lawuse, ordinance, or regulation, or by right of eminent domaindomain or otherwise, or by private purchase should be sold in lieu thereof (a “Taking” or “Taken”)of condemnation, and then either party hereof shall have the Taking would in Landlord’s reasonable judgmentright, either prevent or materially interfere with Tenant’s use at its option, to terminate this Lease as of the date when physical possession of the Premises or materially interfere with or impair Landlord’s ownership or operation of is taken by the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said datecondemning authority. If part 20% or less of the Premises shall be Taken, and is so taken or sold or if this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage upon any taking or sale of the Building, the rentable square footage greater than 20% of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during (including an appropriate adjustment of the unexpired Term Pro Rata Share) shall be reduced abated in proportion to the portion of the Premises which is rendered untenantable by such extent as may be fair condemnation and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the rightshall, to the extent that same Landlord deems feasible and if permitted by Landlord's mortgagee, ground lessor or other secured parry, restore the Premises to substantiallv its former condition, but Landlord shall not diminish Landlord’s award, in any event be required to make a separate claim against the condemning authority (but not Landlord) spend for such work an amount in excess of the amount received by Landlord as compensation as for such taking. If any part of the Project other than the Premises may be separately awarded so taken or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixturessold, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise Landlord shall have pursuant to any provision of state law the right at its option to terminate this Lease upon a partial Taking as of the Premises date when physical possession of such part of the Project is taken by the condemning authority. Al1 amounts awarded upon taking of any part or all of the Project or the ProjectPremises shall belong to Landlord and Tenant shall not be entitled to, and expressly assigns all claims, rights and interests to, any such compensation to Landlord.

Condemnation. If (a) In the whole event of a taking of all or any material part a substantial portion of the Premises or (so that the Project untaken portion is taken unsuitable 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 (a “Taking” or “Taken”), the continued feasible and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use economic operation of the Premises or materially interfere with or impair Landlord’s ownership or operation of by Tenant for substantially the Projectsame purposes as immediately prior to such taking), then upon written notice by Landlord this Lease shall automatically terminate and Rent all rent and other sums payable by Tenant hereunder shall be apportioned as and paid through and including the date of said date. If part such taking. (b) In the event of a taking, and in the event this Lease remains in full force and effect, Landlord shall, with due diligence and in good and workmanlike manner, to the extent of the Premises shall be Takenproceeds actually received by Landlord, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage remaining portion of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced on a temporary basis, to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, a tenantable condition. (c) Landlord shall be entitled to receive the entire price all awards, damages, compensation or award from proceeds payable by reason of any such Taking without any payment to Tenanttaking, and Tenant shall not be entitled to any portion thereof, and shall have no claim for, and hereby assigns to transfers, assigns, conveys and sets over unto Landlord Tenant’s all of its right, title and interest, if any, in such or to any award. , damages, compensation or proceeds payable by reason of any taking; and, without limiting the generality of the foregoing, Tenant shall have no claim, against Landlord or the rightcondemning authority, or otherwise, for any award, damages, compensation or proceeds for (i) the value of any unexpired term of this Lease, or (ii) the value of any fixtures or improvements installed by Tenant in the Premises. Nothing herein shall be construed, however, to the extent that same shall not diminish Landlord’s award, to make a separate preclude Tenant from prosecuting any claim directly against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for loss of business, moving expenses expenses, damage to, and damage to Tenant’s cost of removal of, trade fixtures, if a separate award for such items is made furniture and other personal property belonging to Tenant. ; provided, however, that Tenant hereby waives shall make no claim which shall diminish or adversely affect any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises award claimed or the Projectreceived by Landlord.

Condemnation. If Either party may terminate this Lease if the whole or any material part of the Premises shall be taken or the Project is taken condemned for any public or quasi-public use under governmental lawLaw, ordinance, by eminent domain or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and . Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building or Property which would leave the remainder of the Building unsuitable for use as an office building in a manner comparable to the Building’s use prior to the Taking would and Landlord terminates all other leases in Landlord’s reasonable judgmentthe Building. In order to exercise its right to terminate the Lease, either prevent Landlord or materially interfere with Tenant’s use , as the case may be, must provide written notice of termination to the other within 45 days after the terminating party first receives notice of the Taking. Any such termination shall be effective as of the date the physical taking of the Premises or materially interfere with or impair Landlord’s ownership or operation the portion of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said dateBuilding or Property occurs. If part of the Premises shall be Taken, and this Lease is not terminated as provided aboveterminated, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage Rentable Square Footage of the Building, the rentable square footage Rentable Square Footage of the Premises, Premises and Tenant’s Pro Rata Share shall, if applicable, be appropriately adjusted. In addition, Rent for any portion of Operating Expenses and the Rent payable hereunder Premises taken or condemned shall be abated during the unexpired Term of this Lease effective when the physical taking of the portion of the Premises occurs. All compensation awarded for a Taking, or sale proceeds, shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon property of Landlord, any such Taking, Landlord shall be entitled right to receive the entire price compensation or award from any such Taking without any payment to proceeds being expressly waived by Tenant. However, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make may file a separate claim against the condemning authority (but not Landlord) at its sole cost and expense for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixturesProperty and Tenant’s reasonable relocation expenses, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking provided the filing of the Premises or claim does not diminish the Projectaward which would otherwise be receivable by Landlord.

Condemnation. If the whole or Upon condemnation of any material part portion of the Premises or the Project is taken for any public or quasi-public use under by a governmental lawagency, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent upon the title of the property vesting in the governmental agency, unless, however, there was a partial condemnation of the Premises. In which case, to the extent the parties mutually agree that the Project can continue to substantially exist on the Premises, this Lease shall be apportioned as of said date. If part continue for the remaining portion of the Premises not subject to the condemnation, with an equitable abatement/adjustment of rent. Tenant shall be Takenhave no claim against Landlord (or otherwise) as a result of such taking, and this Lease is not terminated ▇▇▇▇▇▇ hereby agrees to make no claim against the condemning authority for any portion of the amount that may be awarded as provided abovecompensation or damages as a result of such taking; provided, Landlord shall promptly restore however, that Tenant may, to the Premises extent allowed by law, claim an award for moving expenses and for the Project as nearly as is commercially reasonable taking of any of Tenant's property (other than its leasehold interest in the Premises) which does not, under the circumstances to their condition prior to terms of this Lease, become the property of Landlord at the termination hereof, as long as such partial Taking claim is separate and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award distinct from any such Taking without any payment to Tenant, claim of Landlord and does not diminish Landlord's award. Tenant hereby assigns to Landlord Tenant’s interest, if any, any right and interest it may have in such award. Tenant shall have any award for its leasehold interest in the right, Premises that is subject to the extent that same condemnation. This paragraph shall not diminish Landlord’s award, to make a separate claim against apply if the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items government agency is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision the City of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectPalm Coast.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, judgment either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then then’ upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, MA/TCR2 Therapeutics Inc. - Page 25 same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If If (a) substantially all of the whole or any material improvements constituting a part of the Premises Premises, or (b) all of the access points to the Site or the Project Premises, or (c) all but one access point to the Site (unless alternate access to the Site is provided to Tenant so at least two (2) Site access points exist at all times), or (d) a substantial portion of the truck parking spaces within the Site 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with the reasonable economic use of the Premises by Tenant for the Permitted Use or in Landlord’s reasonable judgment would materially interfere with or impair its ownership of the Premises, and in the case of taking access points or truck parking spaces such that Tenant’s use of the Premises or is not materially interfere with or impair Landlord’s ownership or operation of the Projectand adversely effected, then either party upon written notice by Landlord to the other party, may terminate this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord then Rent shall promptly restore be abated on a reasonable basis as to that portion of the Premises and rendered untenantable by the Project as nearly as is commercially reasonable under Taking. In the circumstances to their condition prior to such partial Taking and the rentable square footage event of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price award, compensation or award proceeds from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to or loss of Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectTrade Fixtures.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord either Party this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant▇▇▇▇▇▇’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as Landlord determines may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part (a) all of the Premises or the Project is taken for any public or quasi-public use under governmental law, ordinanceare Taken, or regulation(b) a portion of the Premises is Taken such that the Sublease is duly terminated, then this Master Lease shall terminate as of the date the condemning authority takes possession so long as Tenant tenders a Make Whole Payment prior to the effective date of termination. If this Master Lease is not terminated, then Tenant cause the Subtenant shall restore the Premises, in any case, whether or by right not the condemnation proceeds are insufficient to restore the remainder and without any abatement of eminent domainthe Minimum Annual Base Rent or any other Rent. Tenant shall to the extent provided under applicable Laws, participate or by private purchase share in any condemnation claim, damage award or settlement in lieu thereof (a “Taking” or “Taken”), with respect to any taking of any nature and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice any such proceeds whether received by Landlord this Lease shall terminate and Rent or Tenant shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly first used to restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses or to fund the Make Whole Payment, as applicable and the Rent payable hereunder during remainder to Tenant. The Make Whole Payment shall not exceed the unexpired Term shall amount to pay in full the outstanding balance of any Project Financing. Any Tenant claim, award or settlement may not be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award subtracted from any such Taking without any payment to Tenantclaim, and Tenant hereby assigns to Landlord Tenantaward, or settlement of Landlord’s interest, if any, in such award. Tenant shall have the right, except to the extent that same shall not diminish Landlord’s the claim, award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage settlement is based on or attributable to Tenant’s trade fixturesinterest in the Premises, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of or its personal property located in the Premises or the ProjectPremises.

Condemnation. If the whole or any material part of the Premises or the Project is should be taken for any public or quasi-public quasi‑public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “"Taking” " or “"Taken”"), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures's Trade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking Notwithstanding the foregoing, if the part of the Premises or the ProjectProject so Taken shall contain more than fifteen percent (15%) of the total area of the Premises and in Tenant's reasonable judgment, such Taking would materially interfere with or impair Tenant's operations at the Premises, or if by reason of such Taking, Tenant no longer has reasonable means of access to the Premises, Tenant, at Tenant’s option, may give to Landlord within thirty (30) days of such Taking, notice of termination of this Lease.

Condemnation. (a) If the whole or any material a substantial part of the Premises shall be taken or the Project is taken condemned for any public or quasi-public use under governmental law, ordinance, or regulation, or purpose by right of eminent domain, or by private purchase in lieu thereof any competent authority (a “Taking” "Condemnation"), Tenant shall have no claim against Landlord and shall not have any claim or “Taken”right to any portion of the amount that may be awarded as damages or paid as a result of any such condemnation (the "Award"). Any rights of Tenant to damages in respect of such Condemnation are hereby assigned by Tenant to Landlord. Upon such Condemnation, the term of this shall cease and terminate from the effective date of the Condemnation. If a portion of the Building or the Premises is taken or condemned, and the Taking would remainder, in Landlord’s reasonable judgment's opinion, either prevent or materially interfere with Tenant’s use is not economically usable, Landlord shall notify Tenant of the termination of this Lease effective as of the date of the Condemnation. Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. If less than a substantial part of the Premises or materially interfere with or impair Landlord’s ownership or operation of is subject to the ProjectCondemnation and the remainder is usable by Tenant, then upon written notice by Landlord this Lease shall terminate and Rent the rent shall be apportioned as equitably adjusted on the date when title vests in the acquiring governmental authority, and the Lease otherwise shall continue in full force and effect. For purposes of said date. If this Section, a substantial part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore considered to have been taken if more than fifty percent (50%) of the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage are unusable by Tenant. (b) Nothing in subsection (a) of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term this Section shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award preclude Tenant from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make filing a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable the undepreciated value of its leasehold improvements and relocation expenses, provided that any recovery by Tenant for moving expenses and damage will not diminish any Award to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectLandlord.

Condemnation. If the whole or any material part of the Premises or the Project Building is taken for any public or quasi-public use under governmental law, ordinance, or regulation, rendered untenantable by reason of a condemnation (or by right of eminent domain, or by private purchase a deed given in lieu thereof (a “Taking” or “Taken”thereof), and the Taking would in Landlord’s reasonable judgment, then either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon party may terminate this Lease by giving written notice by Landlord of termination to the other party within 30 days after such condemnation, in which event this Lease shall terminate and effective as of the date which is the day immediately preceding the date of such condemnation. If this Lease so terminates, Rent shall be paid through and apportioned as of said such termination date. If part of such condemnation does not render the Premises shall be Takenor the Building untenantable, and this Lease is not terminated as provided above, shall continue in effect and Landlord shall promptly restore the Premises and portion not condemned to the Project as nearly as is commercially reasonable under the circumstances to their condition existing prior to the condemnation. In such partial Taking and the rentable square footage of the Buildingevent, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Takinghowever, Landlord shall not be entitled required to receive expend an amount in excess of the entire price or award proceeds received by Landlord from the condemning authority (in which case if Landlord elects not to restore, this Lease shall terminate as of the date of the condemnation). Landlord reserves all rights to compensation for any such Taking without any payment to Tenant, and condemnation. Tenant hereby assigns to Landlord Tenant’s interestany right Tenant may have to such compensation, if any, in such award. and Tenant shall have make no claim against Landlord or the rightcondemning authority for compensation for termination of Tenant's leasehold interest under this Lease or interference with Tenant's business, to the extent that same shall not diminish Landlord’s awardprovided, to make however, Tenant may pursue a separate claim against the condemning authority (but for Tenant's moving costs and the book value of any leasehold improvements to the Premises paid for by Tenant so long as such claim will not Landlord) for such adversely affect or diminish any award or compensation as may be separately awarded or otherwise recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectLandlord.

Condemnation. If the whole or any material a substantial part of the Demised Premises shall be taken or the Project is taken condemned by any governmental authority for any public or quasi-public use under or purpose, then the term of this Lease shall cease and terminate as of the date when title vests in such governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”)authority, and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use rent shall be abated on such date. If less than a substantial part of the Demised Premises is taken or materially interfere with condemned by any governmental authority for any public or impair Landlord’s ownership quasi-public use or operation of purpose, the Project, then upon written notice by Landlord rent shall be equitably adjusted on the date when title vests in such governmental authority and this Lease shall terminate otherwise continue in full force and Rent shall be apportioned as of said dateeffect. If For purposes hereof, a substantial part of the Demised Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances considered to their condition prior to such partial Taking and the rentable square footage have been taken if more than fifty percent (50%) of the BuildingDemised Premises are unusable by Tenant. In the case of any such taking or condemnation, whether or not involving the rentable square footage whole or a substantial part of the Demised Premises, Tenant’s Share Tenant shall have no claim against Landlord or the condemning authority for any portion of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as amount that may be fair and reasonable under awarded as damages as a result of such taking or condemnation or for the circumstances. Upon value of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenantunexpired term of this Lease, and Tenant hereby assigns to Landlord Tenant’s interestall its right, if any, title and interest in and to any such award. ; provided, however, that Tenant shall may assert any claim that it may have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for compensation for any fixtures owned by Tenant and for any relocation expenses compensable by statute, and receive such compensation awards therefor as may be allowed in the condemnation proceeding if such awards shall be made in addition to and stated separately awarded or recoverable by Tenant from the award made for moving expenses the Land and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises Building or the Projectpart thereof so taken.

Condemnation. If the whole The proceeds of all awards, payments, and claims for damages, direct or consequential, in connection with any material part condemnation or other taking of the Premises all or the Project is taken for a portion of any public or quasi-public use under governmental law, ordinanceComponent Site, or regulation, or by right of eminent domain, or by private purchase for conveyances in lieu thereof (a “Taking” or “Taken”)of condemnation, which may become due with respect to the Receivables are hereby assigned to and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said datepaid to Buyer. If part of the Premises shall be Taken, and this Lease Buyer is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as authorized (but is commercially reasonable under the circumstances no obligation) to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon collect any such Takingproceeds. Buyer may, Landlord shall be entitled in its sole discretion, elect to receive apply the entire price or award from net proceeds of any such Taking without any payment to Tenant, condemnation award (after deduction of Buyer's reasonable costs and Tenant hereby assigns to Landlord Tenant’s interestexpenses, if any, in collecting the same) in reduction of the Indebtedness in such awardorder and manner as Buyer may elect, whether due or not. Tenant The Project Documents and Contracts shall have contain provisions which will require disbursement of condemnation proceeds in accordance with this Section, which provisions shall not be modified in any way or deleted without the right, prior written consent of Buyer. In no event shall the Project Documents or any Contract permit disbursement of the condemnation proceeds for any Interval or Los Abrigados Interval financed through a Contract directly to such Purchaser to the extent that same shall not diminish Landlord’s awardany unpaid balance is due on such Contract. Notwithstanding the foregoing requirements of Section 5.3 ("Condemnation Requirements"), since some of the Project Documents existing on the Effective Date fail to make a separate claim against comply with the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses Condemnation Requirements, Seller, Los Abrigados, each Component Site Developer, and damage the Club hereby pledge to Tenant’s trade fixturesBuyer all of their right, if a separate award for such items is made title, and interest in and to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant condemnation proceeds with respect to each Component Site and the Club. Seller represents and warrants to Buyer that all Project Documents for any provision of state law to terminate this Lease upon a partial Taking additional Component Site which are not existing as of the Premises or Effective Date shall comply with the ProjectCondemnation Requirements.

Condemnation. If a taking renders the whole Project, Building or any material part Premises reasonably unsuitable for the Permitted Use, this Lease shall, at either party’s option exercised by written notice to the other within 30 days after such taking, terminate as of the Premises or date title to condemned real estate vests in the Project is taken condemnor, the Rent herein reserved shall be apportioned and paid in full by Tenant to Landlord to such date, all Rent prepaid for period beyond that date shall forthwith be repaid by Landlord to Tenant, and neither party shall thereafter have any liability for any public unaccrued obligations hereunder; provided, however, a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Project, Building or quasi-public use under governmental lawPremises taken shall be of such extent and nature as materially to handicap, ordinanceimpede, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with impair Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part balance of the Premises shall be Taken, and for its normal business operations. If this Lease is not terminated as provided aboveafter a condemnation, Landlord then notwithstanding anything to the contrary in this Lease, Fixed Rent and Additional Rent shall promptly restore be equitably reduced in proportion to the area of the Premises and that has been taken for the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage balance of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such awardTerm. Tenant shall have the right, right to make a claim against the condemnor for moving expenses and business dislocation damages to the extent that same shall such claim does not diminish reduce the sums otherwise payable by the condemner to Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises Premises, the Building or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Building or Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.. Laboratory ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇

Condemnation. (a) If the whole entire Demised Premises, or a substantial part thereof (hereby deemed to be so much as will materially prohibit the use thereof for the purposes permitted hereunder) shall be taken or condemned, or a deed or easement granted in lieu thereof ( each, a “Taking”) by any governmental authority or any material part of the Premises or the Project is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right other entity having powers of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate effective on the date of transfer of possession in connection with the Taking, and Rent the parties agree that the aggregate of all awards or payment shall be apportioned as of said datepaid over to Landlord. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord all of Tenant’s interestright, title and interest in and to any and all such awards and compensation, including without limitation, any award or compensation for the value of the unexpired portion of the Term and any leasehold improvements made by Tenant. Notwithstanding the foregoing, if anythere is a taking hereunder, Tenant shall be entitled to bring a separate action for the value of any Tenant’s fixtures that are damaged, destroyed or taken and any cost of relocation allowable to Tenant under applicable law; provided that none of the foregoing shall reduce the award otherwise payable to Landlord under this paragraph. (b) In the event of a Taking of less than a substantial part of the Demised Premises, this Lease shall continue in such awardfull force and effect as to the part of the Demised Premises not so taken or condemned and the Base Rent shall be reduced pro rata based on the square footage remaining. The net award or payment therefrom shall be paid to Landlord. (c) Except as provided in this Section, Tenant shall have no rights or claims in connection with, or resulting from, any Taking. Without limiting the rightforegoing, to the extent that same in no event shall not diminish Landlord’s award, to make a separate Tenant have any claim against Landlord for the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives value of any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking unexpired portion of the Premises or the Projectterm of this Lease.

Condemnation. If the whole or any material part of the Premises or the Project is should be taken for any public or quasi-quasi public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Base Rent shall be apportioned as of said date. In the event (i) more than thirty percent (30%) of the Premises is involved in a Taking as described in this Paragraph 16, or (ii) more than thirty percent (30%) of the parking spaces for the Building are Taken and not replaced by Landlord with other parking spaces in the Project proximate to the Building, and in either case the Taking, in Tenant’s reasonable judgment, would materially interfere with or impair Tenant’s operations at the Premises, then in any such event Tenant shall have the right to terminate this Lease by giving written notice of termination to Landlord within thirty (30) days of such Taking. If a part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixturesTrade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the (i) the Premises or (ii) the Building or any other portion of the Project is are 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 (a “Taking” "TAKING" or “Taken”"TAKEN"), and the Taking would in Landlord’s 's reasonable judgment, judgment either prevent or materially interfere with Tenant’s 's use of the Premises or materially interfere with or impair Landlord’s 's ownership or operation of the Building or the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project Building as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses taking and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for business interruption, moving expenses and damage to Tenant’s trade fixtures's Property, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectBuilding.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or quasi-public use under governmental law, ordinanceProperty shall be taken, or regulationrepurposed by City, or by appropriated under any right of eminent domaindomain or under any other legal right whereby the taking authority is obligated to compensate City therefore, or then Tenant may terminate and cancel this Lease by private purchase in lieu thereof (a “Taking” or “Taken”)providing written notice of termination to City without owing any liability to City other than through the date of termination, and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use to be effective as of the Premises or materially interfere with or impair Landlord’s ownership or operation date on which the condemning authority takes physical possession of the Project, then upon Property. City agrees to give ▇▇▇▇▇▇ written notice after City’s notice or receipt of any notice of intended or actual taking of appropriation, providing to Tenant a copy of any notice received by Landlord City and all information provided to City by the condemning authority as it affects the Property. If this Lease shall terminate be terminated and canceled as a result of any taking or appropriation, any paid Base Rent for the last month of Tenant’s occupancy shall be apportioned prorated and City shall refund to Tenant any non-applicable sums paid in advance. At the time of such taking or appropriation, as of said date. If part of the Premises shall be Takenbetween City and Tenant, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord Tenant shall be entitled to receive all condemnation awards and other similar awards paid with respect to the entire price condemnation or other similar governmental action with respect to the leasehold interest in the Property and the value of the Tenant Improvements thereon even though the Tenant Improvements may revert to City upon termination of this Lease. Tenant’s right to receive compensation for loss of business, moving or similar expenses, or damages for its fixtures and its personal property shall not be affected in any manner whatsoever by this provision of this Lease. In addition, City shall not agree to any award from any such Taking affecting the Property without any payment to the prior written consent of Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same which shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded unreasonably withheld or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectdelayed.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. , Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is to be taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, domain or by private purchase sale in lieu thereof (a “"Taking” " or “"Taken”"), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s 's use of the Premises or Premises, Tenant may, by written notice to Landlord, terminate this Lease as of the date of the Taking, and Tenant agrees to give Landlord as much notice as possible, and the Rent and additional rent will be apportioned as of the date of the Taking. If the Taking in Landlord's judgment would materially interfere with or impair Landlord’s 's ownership or operation of the ProjectPremises, then upon written notice by Landlord this Lease shall will terminate as of the date of the Taking, and the Rent and Additional Rent shall be apportioned as of said that date. If part of the Premises shall be is Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such the award. Tenant shall have has the right, to the extent that same shall Tenant's claim does not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures's Trade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Leased Premises or shall be taken under the Project is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right power of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If to the part of so taken on the Premises shall be Takenday when Tenant is required to yield possession thereof, and this Lease is not terminated as provided above, Landlord shall promptly (subject to Landlord’s right to terminate described below) make such repairs and alterations as may be necessary in order to restore the Premises and the Project as nearly as is commercially reasonable under the circumstances part not taken to their condition prior to useful condition. Upon such partial Taking and the rentable square footage of the Buildingtaking, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term rent shall be reduced proportionately by the portion of the Leased Premises so taken. If the amount of the Leased Premises so taken is such as to substantially impair the usefulness of the Leased Premises for the purposes for which the same are hereby leased, then either party shall have the right to terminate this Lease as of the date when Tenant is required to yield possession. The compensation awarded for such extent taking, both as may to Landlord’s reversionary interest and Tenant’s interest under this Lease, shall belong to and be fair and reasonable under the circumstancessole property of Landlord. Upon any such Taking, Tenant shall have no claim against Landlord shall nor be entitled to receive any award or damages other than an abatement of the entire price or award from any such Taking without any payment to Tenant, rent beyond the termination date and Tenant hereby assigns to Landlord Tenant’s interestcompensation paid, if any, in such awardfor moving expenses and/or cost of removal of stock and/or trade fixtures. The foregoing notwithstanding, Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim be precluded from maintaining its own action against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixturesloss of good will. In addition, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise Landlord shall have pursuant to any provision of state law the right to terminate this Lease upon a partial Taking In the event any taking by condemnation materially impairs the economic viability of the Premises or Property, in Landlord’s sole discretion, regardless of the Projecteffect of any such taking on the Leased Premises.

Condemnation. If 19.1 If, during the whole Term of this Lease or any material part extension or renewal thereof, all or substantially all of the Premises or the Project is should be taken for any public or quasi-public use under any governmental law, ordinance, ordinance or regulation, regulation or by right of eminent domain, or by private purchase in lieu thereof should be sold to the condemning authority under threat of condemnation (a “the "Taking” or “Taken”"), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent the rent shall be apportioned abated during the unexpired term of this Lease, effective as of said date. the date of such Taking. 19.2 If part less than substantially all of the Premises shall be Takensubject to the Taking, and this Lease is shall not terminated as provided aboveterminate but Landlord may, Landlord shall promptly restore at Landlord's sole option and at its sole cost and expense, repair or modify the Building and the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent rent payable hereunder during the unexpired portion of the Term shall be reduced adjusted to such extent as may be fair and reasonable under the circumstances. Upon In the event that (a) Landlord chooses not to make such repairs or modifications or (b) any such Takingrepairs or modifications cannot, Landlord within ninety (90) days, render the Premises reasonably tenantable or suitable for Tenant's Permitted Use, this Lease shall terminate, the rent shall be entitled abated for the unexpired term of this Lease and all rights and obligations relating to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such awardunexpired term of this Lease shall cease. Tenant shall have no claim to any portion of the right, condemnation award. Notwithstanding anything contained herein to the extent that same contrary, Tenant shall not diminish Landlord’s award, be entitled to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable damages suffered by Tenant for on account of a taking of personal property, moving expenses, severance expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectand/or business interruption expenses.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.. 801 Capitola/Heat Biologics - Page 16

Condemnation. If the whole or any material part of the Leased Premises is condemned or otherwise taken under the Project is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right power of eminent domain, domain or by private purchase conveyed in lieu thereof (a “Taking” or “Taken”)of condemnation, and the Taking would in condemnation or taking materially and adversely affects Tenant’s occupancy of the Leased Premises, either party shall, at each party’s option, have the right to terminate this Lease. If any part of the Leased Premises is condemned or taken and that materially and adversely affects the normal operation of the Building, Landlord, at Landlord’s reasonable judgmentoption, may terminate this Lease. In either prevent event, Landlord shall receive any award that may be paid in connection with any condemnation or materially interfere taking, and Tenant shall have no claim or interest in any award, whether or not the award or any part of it is attributable to the value of the unexpired term of this Lease. If a part of the Leased Premises is condemned or taken, and neither party elects to terminate this Lease, but the Leased Premises have been damaged as a consequence, Landlord shall not be required to repair or restore any damage to the Leased Premises, provided that the rent for the remainder of the term of this Lease shall be proportionately reduced, based on the degree of interference with Tenant’s use of the Leased Premises. If the Leased Premises is temporarily condemned or materially interfere with or impair Landlord’s ownership or operation of the Projecttaken, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Takenunaffected, and Tenant shall continue to pay all rent payable under this Lease is not terminated as provided aboveLease; provided, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to however, that in such partial Taking and the rentable square footage of the Buildingcase, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord Tenant shall be entitled to receive that portion of any award that represents compensation for the entire price use or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking occupancy of the Premises or the ProjectLeased Premises.

Condemnation. If if the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, judgment either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material substantial part of the Premises or the Project is should be taken for any public or quasi-public use under governmental law, ordinance, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s the use of the Premises or materially interfere with or impair Landlord’s ownership or operation of for the Projectpurposes contemplated by the Permitted Use, then upon written notice by Landlord this Lease shall terminate and Rent the Basic Rental shall be apportioned as abated during the unexpired portion of this Lease, effective when the physical taking of said datePremises shall occur. If part of the Premises shall be Takentaken for any public or quasi-public use under any governmental law, ordinance or by right of eminent domain, or by private purchase in lieu thereof, and this Lease is not terminated as provided abovein this paragraph, Landlord this Lease shall promptly restore not terminate but the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent Basic Rental payable hereunder during the unexpired Term portion of this Lease shall be reduced to such extent as may be fair and reasonable under all of the circumstances. Upon In the event of any such Takingtaking or private purchase in lieu thereof, Landlord shall be entitled to receive the entire price or award from any such Taking taking or private purchase in lieu thereof without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Landlord shall have full power and authority to negotiate with any public authority and to direct and control any legal proceedings involving or related to any such taking or private purchase in lieu thereof. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to loss of business or good will or for the taking of Tenant’s 's trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project), then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If a taking renders the whole or Building reasonably unsuitable for the Permitted Use, this Lease shall, at either party’s option exercised by written notice to the other within 30 days after such taking, terminate as of the date title to condemned real estate vests in the condemner, the Rent herein reserved shall be apportioned and paid in full by Tenant to Landlord to such date, all Rent prepaid for period beyond that date shall forthwith be repaid by Landlord to Tenant, and neither party shall thereafter have any material part liability for any unaccrued obligations hereunder; provided, however, a condition to the exercise by Tenant of such right to terminate shall be that the portion of the Premises or the Project is taken for any public or quasi-public use under governmental lawshall be of such extent and nature as materially to handicap, ordinanceimpede, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with impair Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part balance of the Premises shall be Taken, and for its normal business operations. If this Lease is not terminated as provided aboveafter a condemnation, Landlord then notwithstanding anything to the contrary in this Lease, Fixed Rent and Additional Rent shall promptly restore be equitably reduced in proportion to the area of the Premises and that has been taken for the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage balance of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such awardTerm. Tenant shall have the rightright to make a claim against the condemner for moving expenses and business dislocation damages, including personal property, fixtures and equipment, to the extent that same shall such claim does not diminish reduce the sums otherwise payable by the condemner to Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “"Taking” " or “"Taken”"), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s 's use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the ProjectPremises, then upon written notice by Landlord or Tenant this Lease shall terminate and Base Rent shall be apportioned as of said datethe date of title vesting in such proceeding or purchase. For purposes of this paragraph, a Taking shall be deemed to "prevent or materially interfere with Tenant's use of the Premises" only if 40% or more of the square footage of the Premises is taken. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s the partitions and trade fixturesfixtures that Tenant is permitted to remove under this Lease, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, TenantT▇▇▇▇▇’s Share of Excess Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord Landlord, this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant▇▇▇▇▇▇’s Share of Excess Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “Taking” or “Taken”), and (a) the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or Premises, (b) in Landlord’s judgment would materially interfere with or impair Landlord’s its ownership or operation of the Project or (c) as a result of such Taking, Landlord’s mortgagee accelerates the payment of any indebtedness securing all or a portion of the Project, then upon written notice by Landlord this Lease shall terminate and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances, and Landlord shall restore the Premises to its condition prior to the Taking; provided, however, Landlord’s obligation to so restore the Premises shall be limited to the award Landlord receives in respect of such Taking that is not required to be applied to the indebtedness secured by a mortgage. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixturesTrade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part of the Premises or the Project is taken for any 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 (a “"Taking” " or “"Taken”"), and the Taking would would, in Landlord’s reasonable Tenant's judgment, either prevent or materially interfere with Tenant’s 's use of the Premises or for the Permitted Use or, in Landlord's judgment, materially interfere with or impair Landlord’s 's ownership or operation of the Project, then upon written notice Notice by Landlord either party to the other party this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses taking and the Rent payable hereunder during the unexpired portion of the Term or any Term Extension shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures's Trade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

Condemnation. If the whole or any material part all of the Demised Premises or the Project is taken or condemned for any a public or quasi-public use, or if a portion of the Demised Premises is taken or condemned for a public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would remaining portion thereof is not usable by Tenant in the reasonable opinion of Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate as of the earlier of the date title to the condemned real estate vests in the condemnor or the date on which the Demised Premises are not usable by Tenant. In such event, the Base Rent herein reserved and all Additional Rent and other sums payable hereunder shall be apportioned as and paid in full by Tenant to Landlord to that date, all Base Rent, Additional Rent and other sums payable hereunder prepaid for periods beyond that date shall be repaid by Landlord to Tenant on the date such apportioned payment is made, and neither party shall thereafter have any liability hereunder, except that any obligation or liability of said dateeither party under this Lease which has accrued on or prior to such termination date shall survive. -11- <PAGE> (b) If only part of the Demised Premises shall be Taken, is taken or condemned for a public or quasipublic use and this Lease is does not terminated as provided aboveterminate pursuant to Section 21(a), Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the rightshall, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the award it receives, restore the Demised Premises or to a condition and to a size as nearly comparable as reasonably possible to the Projectcondition and size thereof immediately prior to the taking, and there shall be an equitable adjustment to the Base Rent and Additional Rent according to the value of the Demised Premises before and after the taking.

Condemnation. If the whole entire Demised Premises or any material part more than 50% of the Demised Premises or the Project is taken for shall be acquired by any public or quasi-public use under governmental law, ordinance, or regulation, or by right authority having power of eminent domain, whether directly pursuant to such power or under threat of use of such power, then either Landlord or Tenant may terminate this Lease as of the date when possession is taken by private purchase in lieu thereof the acquiring authority by giving written notice to the other within thirty (a “Taking” 30) days following the date of the taking provided, however, that Landlord shall have the right to offer replacement space to Tenant if Landlord shall have comparable space available. All proceeds and damages resulting from such acquisition shall belong to and be the property of Landlord. Tenant shall have no claim against Landlord by reason of such acquisition or “Taken”)termination, and the Taking would in Landlord’s reasonable judgment, either prevent shall not have any claim or materially interfere with Tenant’s use right to any portion of the Premises proceeds or materially interfere with or impair Landlord’s ownership or operation damages paid to Landlord as a result of the Project, then upon written notice by such acquisition. The entire compensation from such acquisition shall belong to Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to deductions therefrom for any present or future estate or interest of Tenant, and Tenant hereby assigns to Landlord all Tenant’s interest's right, if anytitle, and interest in and to any and all such awardcompensation together with any and all rights, estate, and interest of Tenant now existing or hereafter arising in and to the same or any part thereof. Provided, that Tenant shall have the rightright to claim and recover from such acquiring authority, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not from Landlord) for , such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives in its own right on account of any and all rights it might otherwise have pursuant damages to any provision Tenant's business by reason of state law to terminate this Lease upon a partial Taking of the Premises such acquisition, business interruption or the Projectdisplacement.

Condemnation. If Anything in this Sublease or the whole Prime Lease to the contrary notwithstanding, in the event all or any material part a portion of the Demised Premises or the Project is shall be taken for by any public or quasi-public use authority, Tenant shall have no right to an abatement of rent unless Landlord is entitled to a corresponding abatement with respect to its corresponding obligation under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof the Prime Lease as it relates to the Demised Premises (a “Taking” or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use dollar amount of such abatement shall be limited to the amount of the Premises or materially interfere abatement to which Landlord is entitled under the Prime Lease). If, by reason of a taking, the Prime Landlord elects to terminate the Prime Lease in accordance with or impair Landlord’s ownership or operation the provisions of the ProjectPrime Lease then, then upon written notice by Landlord such termination of the Prime Lease, this Lease shall terminate and Rent Sublease shall be apportioned automatically terminated as if such date of said datetermination were the Expiration Date. If part In the event all or a portion of the Demised Premises shall be Takentaken by any public or quasi-public authority, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage or upon any termination of the BuildingPrime Lease because of such taking, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, right to the extent that same shall not diminish Landlord’s award, to make a separate claim against and recover from the condemning authority (authority, but not from the Prime Landlord or Landlord) for , such compensation as may be separately awarded or recoverable by Tenant for moving expenses in Tenant's own right on account of any and all damage to Tenant’s trade 's business by reason of the condemnation and for or on account of any cost or loss to which Tenant might be put in removing Tenant's merchandise, furniture, fixtures, if a separate award leasehold improvements and equipment. Landlord shall not be liable for any inconvenience or annoyance to Tenant or interference or injury to the business of Tenant resulting from any such items taking. In addition to the foregoing, Tenant shall be entitled to participate in any condemnation or eminent domain Proceeding to the extent Landlord is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.so permitted in accordance with Section 8.01

Condemnation. If the whole or any material part of the Leased Premises, or such portion thereof as will make the Leased Premises or unsuitable for the Project is purposes herein leased, shall be taken for any public or any quasi-public use under governmental law, ordinance, or regulation, any statute or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”)thereof, then LESSEE may terminate this Lease, and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent rent shall be apportioned as of said that date. If part Such termination shall be without prejudice to the rights of either LESSOR or LESSEE to recover compensation from the condemning authority for any loss or damage caused by such condemnation. Neither LESSOR nor LESSEE shall have any rights in or to any award made to the other by the condemning authority. In the case of any governmental action not resulting in the taking or condemnation of any portion of the Leased Premises but creating a right to compensation therefore, such as, without limitation, the changing of the grade of any street upon which the Leased Premises abuts, or if less than fee title to all or any portion of the Leased Premises shall be Takentaken or condemned by any governmental authority for temporary use or occupancy, and this Lease is not terminated as provided aboveshall continue in full force, Landlord shall promptly restore except that the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable rent due hereunder during the unexpired Term any such temporary use or occupancy by any governmental authority shall be reduced to equitably apportioned for the duration of such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price use or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, occupation in such award. Tenant shall have the right, proportion to the extent that same to which there is an ascertainable interference with the operation of LESSEE's business and the rights of LESSOR and LESSEE shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable unaffected by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Projectother provisions of this Lease.

Condemnation. If 17.01 This Lease shall be terminated and the whole rental payable hereunder shall be abated as of the date of such termination in either of the two following events, namely: (1) the forcible leasing or any material part condemnation of the Premises or the Project is taken any part thereof or a sale or leasing in lieu thereof by any competent authority under right of eminent domain for any public or quasi-public use or purpose; or (2) the condemnation or a sale or leasing in lieu thereof by competent authority under governmental law, ordinance, or regulation, or by right of eminent domain, domain for any public or by private purchase in lieu thereof (a “Taking” quasi-public use or “Taken”), and the Taking would in Landlord’s reasonable judgment, either prevent purpose of 25% or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage more of the Building. The forcible leasing by any competent authority of any portion of the Building other than the Premises will have no effect upon this Lease. In case of any taking or condemnation, whether or not the Lease Term shall cease and terminate, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses entire award and the Rent payable hereunder during the unexpired Term all damages or other compensation shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenantproperty of Landlord, and Tenant hereby assigns to Landlord Tenant’s interestall its right, if any, title and interest in and to any such award, damages and other compensation. Tenant shall have the rightnot make any claim against Landlord or such authority for any portion of such award, damages or compensation attributable to damage to the extent that same Premises, value of the unexpired portion of the Lease Term, loss of profits or goodwill, leasehold improvements or severance damages. Tenant, however, shall not diminish Landlord’s awardbe entitled to claim, to make a separate claim against prove and receive in the condemning authority (but not Landlord) for condemnation proceeding such compensation awards as may be separately awarded or recoverable by Tenant allowed for moving expenses and damage fixtures and other equipment installed by Tenant but only if such awards shall be made by the Court in addition to Tenant’s trade fixtures, if a separate the award made by the Court to Landlord for the Property and improvements or part thereof so taken and such items is made award to Tenant. Tenant hereby waives any and all rights it might does not reduce the award otherwise have pursuant payable to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the ProjectLandlord.

Condemnation. (a) If the whole or any material part of the Leased Premises or the Project is taken for any public or quasi-public use under any governmental law, ordinance, ordinance or regulation, regulation or by right of eminent domain, or if Tenant's rights of ingress and egress are materially restricted or denied as a result of any taking for public or quasi-public use under any governmental law, ordinance or regulation or by private purchase in lieu thereof (a “Taking” or “Taken”)right of eminent domain, and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon Tenant may terminate this Lease by written notice by Landlord to the Landlord, in which event this Lease shall terminate as of the date that possession of the part so taken is surrendered to the condemning authority and Rent neither party shall have any further obligation hereunder. If this Lease is terminated as a result of any such taking, the award or compensation for such taking shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord follows: (i) Tenant shall be entitled to receive an amount equal to the entire price or award from any such Taking without any payment to Tenantunamortized investment of Tenant in the leasehold improvements on the Leased Premises, based upon twenty-year straight-line depreciation, and (ii) the balance shall belong to Landlord. (b) If any part of the Leased Premises is taken for public or quasi- public use under any governmental law, ordinance or regulation or by right of eminent domain and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall does not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law exercise its right to terminate this Lease upon a partial Taking as provided in the preceding paragraph, this Lease shall continue in force and effect with respect to that portion of the Leased Premises not taken; rentals hereunder shall thereafter be reduced in the proportion that the area of the land taken bears to the total land area of the Leased Premises; and the entire award or compensation for such taking shall belong exclusively to Landlord. (c) As used in this Section 28, the Projectphrase "material part of the Leased Premises" shall mean a portion of the Leased Premises the loss of which would materially and adversely affect Tenant's cafeteria operations on the Leased Premises. (d) Notwithstanding the foregoing, the provisions of Article XIII of the City Lease shall apply to any condemnation or other taking of all or any part of the City Tract.

Condemnation. If the whole or any material part entirety of the Building or Exterior Premises or the Project is are taken for any public or quasi-public use, this Lease shall terminate as of the date of the Taking (defined below). If less than the entirety of the Building or Exterior 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 (a “"Taking” " or “"Taken”"), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s 's use of the Premises in Tenant’s sole judgment, or in Landlord's reasonable judgment the Taking would materially interfere with or impair Landlord’s its ownership or operation of the ProjectPremises, then upon written notice by Tenant or Landlord this Lease shall terminate and Rent shall be apportioned as of said datethe date of such Taking. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses , relocation costs and damage to Tenant’s trade fixtures, 's Trade Fixtures and Tenant Improvements if a separate award for such items is made to Tenant. Tenant hereby waives This Lease sets forth the terms and conditions upon which this Lease may terminate in the event of a taking. Accordingly, the parties waive the provisions of the California Code of Civil Procedure Section 1265.130 and any and all rights it might otherwise have pursuant to any provision of state law successor or similar statutes permitting the parties to terminate this Lease upon as a partial Taking result of the Premises or the Projecta taking.

Condemnation. If the whole or any material part of the Premises or the Project is 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 (a “"Taking” " or “"Taken”"), and the Taking would in Landlord’s reasonable judgment, either prevent or materially interfere with Tenant’s 's use of the Premises or in Landlord's reasonable judgment would materially interfere with or impair Landlord’s its ownership or operation of the Project, then upon written notice by Landlord or Tenant, as applicable, this Lease shall terminate and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s 's interest, if any, in such award, except to the extent that any portion of such award is for the express purpose of Tenant relocation or compensation for damage to Tenant's Trade Fixtures and leasehold improvements made by Tenant at its sole expense. Tenant shall have the right, to the extent that same shall not diminish Landlord’s 's award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures's Trade Fixtures, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.