© Commercial Association of Brokers Oregon/SW Washington (2/05) <br />OFFICE LEASE (OR) <br />ALL RIGHTS RESERVED <br />11 of 18 <br />agents, invitees or contractors of the Building, Property and/or Common Areas; and (c) Landlord’s breach or violation 1 <br />of any term of this Lease. 2 <br /> 3 <br />10.3. Survival. The provisions of this Section 10 shall survive the termination of this Lease. 4 <br /> 5 <br />SECTION 11. EMINENT DOMAIN. 6 <br /> 7 <br />If the entire Building or any portion of the Premises shall be permanently taken under any right of eminent 8 <br />domain, or any transfer in lieu thereof and such taking renders the Premises unsuitable for Tenant’s use, then either 9 <br />party may terminate this Lease by giving thirty (30) days’ prior written notice to the other party, and such termination 10 <br />shall be effective on the date possession of the Building or Premises is delivered to the condemning authority. If this 11 <br />Lease is not so terminated, Landlord shall repair and restore the Premises, and this Lease shall continue, but, 12 <br />commencing with the date on which Tenant is deprived of the use of any portion of the Premises or of any rights 13 <br />under this Lease, Base Rent shall be proportionately abated or reduced, based on the extent to which Tenant’s use of 14 <br />the Premises is impaired. Any and all awards payable by the condemning authority in connection with a taking shall 15 <br />be the sole property of Landlord; provided, however, that nothing contained herein shall prevent Tenant from 16 <br />prosecuting a separate claim for the value of its interest, so long as that award does not diminish the award that 17 <br />Landlord would otherwise be entitled to as a result of the taking. 18 <br /> 19 <br />SECTION 12. FIRE OR CASUALTY. 20 <br /> 21 <br />12.1 Major Damage. In case of Major Damage, Landlord or Tenant may elect to terminate this Lease by 22 <br />notice in writing to the other party within thirty (30) days after such date. "Major Damage" shall mean damage by fire 23 <br />or other casualty to the Building or the Premises (i) which causes the Premises or any substantial portion of the 24 <br />Building to be unusable, or (ii) the repair of which will cost more than twenty-five percent (25%) of the replacement 25 <br />value of the Building (iii) or which is not required under this Lease to be covered by insurance. If neither Landlord nor 26 <br />Tenant terminates this Lease after any Major Damage, or if damage occurs to the Building or Premises which is not 27 <br />Major Damage, Landlord shall promptly restore the Premises to the condition existing immediately prior to such 28 <br />damage, and this Lease shall continue in full force and effect. In the event of any damage from casualty to the 29 <br />Building or Premises from a fire or other casualty, Tenant shall promptly repair and restore all tenant improvements or 30 <br />alterations installed or paid for by Tenant or pay the cost of such restoration to Landlord if Landlord performs such 31 <br />restoration. In the event the Premises are damaged by any casualty, Rent shall be r educed in proportion to the 32 <br />unusable portion of the Premises from the date of damage until the date restoration work to the Premises is 33 <br />substantially complete. 34 <br /> 35 <br />12.2 Waiver of Subrogation. Landlord and Tenant each hereby releases and waives any and all rights to 36 <br />recover from or proceed against the other party and its employees, agents and contractors, for loss or damage to any 37 <br />property of the releasing party or any person claiming through the releasing party arising from any cause required to 38 <br />be insured against by the releasing party under this Lease. Landlord and Tenant shall each cause their insurance 39 <br />policies to contain a waiver of subrogation provision consistent with the foregoing. 40 <br /> 41 <br />SECTION 13. ASSIGNMENT AND SUBLETTING. 42 <br /> 43 <br />Tenant shall not assign or encumber its interest under this Lease or sublet all or any portion of the Premises 44 <br />without having first obtained Landlord's written consent. So long as any proposed subtenant or assignee is (i) 45 <br />compatible with Landlord’s regular credit and use standards for the Building and (ii) maintains an audited net worth 46 <br />equal to or greater than that of Tenant as of the Lease Commencement Date, Landlord’s consent shall not be 47 <br />unreasonably withheld, conditioned or delayed; provided, however that no consent of Landlord shall be required in 48 <br />connection with an assignment or sublease with an entity that is an affiliate or subsidiary of Tenant or in connection 49 <br />with a merger or change in control of Tenant. No assignment shall relieve Tenant of its obligation to pay rent or 50 <br />perform other obligations required by this Lease, and no consent to one assignment or subletting shall be a consent 51 <br />to any further assignment or subletting. 52 <br /> 53 <br />If Tenant proposes a subletting or assignment for which Landlord's consent is required, Landlord may 54 <br />terminate this Lease by written notice to Tenant within ten (10) days of receipt of Tenant’s proposal, and thereafter, 55 <br />DocuSign Envelope ID: 58B9EAAB-3323-4198-8EF0-00895196FD5A