Common use of Partial Taking Clause in Contracts

Partial Taking. If any part of the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possession.

Partial Taking. If Subject to any part Loan Documents, in case of a Taking of less than all of the Premises is taken and Leased Property, Lessor shall receive the entire award for the Taking and, except as specifically set forth in this Section, no claim or demand of any kind shall be made by Lessee against Lessor or any other party who could, by virtue of a claim against it, make a claim against Lessor by reason of such Taking. (a) In the case of a Taking of a portion, but less than all, of the Leased Property, Lessee shall determine, in Lessee’s reasonable discretion, whether the remaining part Project (after Landlord makes repairs Restoration referred to in (c), below (i) can be used for the Primary Intended Use and alterations (ii) will allow Lessee to complete the Restoration for an amount not to exceed the proceeds from the Taking. If it is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy Lessee that the remaining Leased Property cannot be used for the purposes Primary Intended Use, then and uses permitted by this Lease, in such event this Lease shall, as to the part so taken shall terminate as of the date that possession of such part of the Premises is taken Vesting Date and the Base Monthly Rental Rent, Percentage Rent and Additional Charges shall be reduced in apportioned and paid to the same proportion that the floor area date of the portion termination and no other claim or demand of the Building so taken (less any addition thereto kind shall be made by Lessor against Lessee by reason of any reconstruction) bears such termination. If it is determined that Lessee cannot complete the Restoration for an amount that is less than or equal to the original floor area of proceeds from the Building. Tenant shall, at its sole cost Taking then and expense, make all necessary repairs or alterations in such event Lessee can elect to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the Vesting Date and the Base Rent, Percentage Rent and Additional Charges shall be apportioned and paid to the date that the condemning authority takes possession of termination and no other claim or demand of any kind shall be made by delivery of written notice Lessor against Lessee by reason of such election within twenty (20) days after Landlord has been notified termination; provided, however, that if there is at least 24 months remaining in the Term, Lessor may agree to pay the excess Restoration expenses in which case this Lease shall not terminate and Lessee shall undertake the Restoration of the taking orProject in accordance with the terms of (c), below. (b) If, in the absence thereofcase of a Taking of less than all of the Leased Property, within twenty this Lease is not terminated in accordance with the provisions of (20a) days after above, this Lease shall continue in full force and effect as to the condemning authority remaining portion of the Leased Property without any reduction in the Base Rent and Percentage Rent, except as expressly provided in Section 15.3. No such partial taking shall have taken possessionoperate as or be deemed an eviction of Lessee from that portion of the Leased Property not affected by such partial Taking or in any way terminate, diminish, suspend, a▇▇▇▇ or impair the obligation of Lessee to observe and perform fully all the covenants of this Lease on the part of Lessee to be performed with respect to the remainder of the Leased property unaffected by the partial Taking, except as to any reduction (if any) in the Base Rent and Percentage Rent as expressly provided in Section 15.3. (c) If, in the case of a Taking of less than all of the Leased Property, this Lease is not terminated in accordance with the provisions of (a) above, Lessee shall, prior to the expiration of the Term of this Lease, commence and proceed with reasonable diligence to complete the Restoration provided, however, that Lessor shall, in this case, make the award in the Condemnation Proceedings and, in the case of (a) above, such award plus any excess funds due from Lessor, available to Lessee to be utilized for Restoration of the Leased Property in the following manner, and subject to the following conditions and provisions. Lessor shall be entitled to receive and retain the remainder of the award not needed to complete the Restoration (the “Surplus”)

Partial Taking. If In the event of any part of the Premises Taking (other than for temporary use) which is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, not a Total Taking: (i) this Lease shall, shall remain in full force and effect as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken Premises remaining immediately after such Partial Taking; (less any addition thereto by reason of any reconstructionii) bears to the original floor area there shall be an equitable abatement of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make Lease Payments payable under this Lease based on the portion of the Building not taken a complete architectural unit Premises taken; (iii) any condemnation award or payment shall be allocated first to the Leasehold Mortgagee, to the extent required by the Leasehold Mortgage or any related loan documents, and then to reimburse Landlord and Tenant for the necessary and proper expenses paid or incurred by Landlord and ▇▇▇▇▇▇ in the collection of the condemnation award (including, without limitation reasonable attorneys’ fees and disbursements); (iv) Tenant shall proceed with due diligence to repair, restore and replace the Premises as nearly as possible to its condition and character immediately prior to such Partial Taking (the “Reconstruction”), except for any reduction in area caused thereby. The work performed under this Section shall be performed in accordance with the terms and provisions of Section 19.44; (v) the Net Condemnation Proceeds and any sums deposited by Tenant pursuant to Section 13(c)(vi) (collectively, the “Reconstruction Funds”) shall be held, invested and disbursed by the Insurance Depository to pay the costs of Reconstruction, subject to substantially the same terms and conditions as are applicable to the Net Insurance Proceeds under Section 12; (vi) Tenant shall be solely responsible for any costs of Reconstruction which are in excess of the Net Condemnation Proceeds. If, at any time, Landlord reasonably determines that the Net Condemnation Proceeds will be insufficient to pay the remaining costs of Reconstruction, Tenant shall make available to Tenant deposit the difference with the Insurance Depository, and such amount shall be held, invested and disbursed in the same manner as the Net Condemnation Proceeds; (vii) any condemnation proceeds it receives which are allocable to such portion balance of the Building Reconstruction Funds remaining after completion of the Reconstruction shall be apportioned between Landlord and Tenant in accordance with the terms and provisions of this Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possession13.

Partial Taking. If any part In the event of a Partial Taking, Lessee, at its own cost and expense, shall, within sixty (60) days of the Premises first to occur of the taking of possession by, or the date of vesting of title in, the Condemnor, commence the restoration of the affected Leased Property to a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as existed immediately prior to the Partial Taking, and complete such restoration with all reasonable dispatch, but in any event within one hundred eighty (180) days of the date on which such Notice is taken given. Lessor shall contribute to the cost of restoration only such portion of the Award as is made therefor. As long as no Event of Default has occurred and is continuing, if such portion of the remaining part after Landlord makes repairs Award is in an amount less than the Approval Threshold, Lessor shall pay the same to Lessee upon completion of such restoration. As long as no Event of Default has occurred and alterations is reasonably suitablecontinuing, as reasonably determined by Landlord and Tenantif such portion of the Award is in an amount equal to or greater than the Approval Threshold, for Tenant’s continued occupancy for Lessor shall make such portion of the purposes and uses permitted by Award available to Lessee in the manner provided in Section 14.6 with respect to Net Proceeds in excess of the Approval Threshold. Notwithstanding anything to the contrary in this Lease, this Lease shall, as to if the part so taken terminate as Fair Market Rent of the date that possession of such part affected Leased Property is reduced by reason of the Premises Partial Taking, from and after the date on which possession is taken and by the Condemnor the annualized Base Monthly Rental Rent shall be reduced in the same proportion that the floor area of by an amount determined by dividing the portion of the Building so taken (less any addition thereto Award made to Lessor expressly for such reduction in Fair Market Rent by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionCapitalization Rate.

Partial Taking. If any part In the event of a Partial Taking, Lessee, at its own cost and expense, shall within sixty (60) days of the Premises is taken taking of possession by, or the date of vesting of title in, the Condemnor, whichever first occurs, commence the restoration of the affected Leased Property to a complete architectural unit of the same general character and condition (as nearly as may be possible under the remaining part after Landlord makes repairs and alterations is reasonably suitable, circumstances) as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as existed immediately prior to the part so taken terminate as Partial Taking, and complete such restoration with all reasonable dispatch, but in any event, subject to Force Majeure, within two hundred forty (240) days of the date on which such Notice is given. Lessor shall contribute to the cost of restoration such portion of the Award as is made therefor, together with severance and other damages awarded for Leased Improvements Taken; provided, however, that possession the amount of such part contribution shall not exceed such cost. As long as no Event of Default has occurred and is continuing, if such portion of the Premises Award is in an amount less than the Approval Threshold, Lessor shall pay the same to Lessee upon commencement of such restoration. As long as no Event of Default has occurred and is continuing, if such portion of the Award is in an amount equal to or greater than the Approval Threshold, Lessor shall make such portion of the Award available to Lessee in the manner provided in Section 14.6 with respect to Net Proceeds in excess of the Approval Threshold. Notwithstanding anything to the contrary elsewhere herein, if the Fair Market Rent of the affected Leased Property is reduced by reason of the Partial Taking, from and after the date on which possession is taken and by the Condemnor the annualized Base Monthly Rental Rent shall be reduced in the same proportion that the floor area of by an amount determined by dividing the portion of the Building so taken (less any addition thereto Award made to Lessor expressly for such reduction in Fair Market Rent by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionCapitalization Rate.

Partial Taking. If any part Should a portion of the Premises is be taken and by any Governmental Authority, corporation, or other entity under the remaining part after Landlord makes repairs and alterations is reasonably suitableright of eminent domain, as reasonably determined by Landlord and Tenantcondemnation, for Tenant’s continued occupancy for the purposes and uses permitted by this Leaseor similar right, this Lease shall, shall nevertheless continue in effect as to the part remainder of the Premises unless, in Tenant's reasonable judgment, so much of the Premises shall be so taken as to make it economically unsound to use the remainder for the uses and purposes contemplated hereby, whereupon this Lease shall terminate as of the date that of taking of possession of such part by the condemning authority in the same manner as if the whole of the Premises is taken had thus been taken, and the Base Monthly Rental award therefor shall be reduced distributed as provided in Section 8.4. In the event of a partial taking where this Lease is not terminated, all awards payable in respect thereof shall be payable to Landlord and Tenant, to the extent of their interests in the same proportion that Premises, as the floor area applicable condemning authority shall determine taking into account certain factors including, without limitation, the term of the portion leasehold estate of the Building so taken (less any addition thereto by reason Tenant and the ownership interest of any reconstruction) bears Landlord. Tenant shall restore and repair the Premises to the original floor area extent of the Buildingaward actually received by Tenant and there shall be no abatement or reduction in any rental because of such taking or condemnation. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations Subject to the Building so as foregoing, Tenant shall promptly and diligently proceed to make the portion of the Building not taken a complete architectural unit of the remainder of the Improvements, complying with the procedure set forth in Section 8.2 (a). For such purpose, and provided that a Default does not then exist, the amount of the awards to Tenant and Landlord relating to the Improvements, shall be deposited with the Depositary which shall disburse the awards towards the cost of said repairing or restoration in accordance with the terms procedure set forth in Section 8.2. If Tenant does not make a complete architectural unit of the remainder of the Improvements within a reasonable period after such taking or condemnation, not to exceed two hundred seventy days after Tenant is required to vacate the Premises and provisions the applicable awards have been made and deposited with the Depositary, then, in addition to whatever other remedies Landlord may have either under this Lease, at law or in equity, the money received by and then remaining in the custody of Section 19.4the Depositary shall, at Landlord's election, be paid to Landlord, and the remaining portion which was deposited by Tenant with the Depositary shall be held by Landlord as security for the continued performance and observance by Tenant of Tenant's covenants and agreements hereunder; provided, that Landlord shall make available be obligated to Tenant any condemnation proceeds it receives which are allocable to such portion of disburse the Building amounts received by Landlord from the Depositary in accordance with the terms and foregoing provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to as if Landlord were the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionDepositary.

Partial Taking. If any part of the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five twenty percent (2520%) of the square footage floor space in the building or buildings located on the leased premises shall be taken under the power of eminent domain, both Landlord and Tenant shall have the Building is taken or sold under such threat, Landlord may right to terminate this Lease as of the date that day possession shall be taken by notice to the condemning authority takes possession by delivery of written notice of such election other party given within twenty ten (2010) days after Landlord has been notified possession is so taken. If the unexpired portion of the term or any renewal term of this Lease shall be two (2) years or less at the date of taking orof any portion of the building or buildings located on the leased premises, Landlord shall have the right to terminate this Lease as of the day possession shall be taken by like notice to Tenant. If more than one third (1/3) of the parking area in the absence thereofleased premises is taken under the power of eminent domain, within twenty Tenant shall have the right to terminate this Lease as of the day possession shall be taken by like notice to Landlord, unless Landlord shall provide, on or before the day possession shall be taken, a reasonably equivalent substitute parking area. Tenant shall be allowed a reasonable time not to exceed thirty (2030) days after any such termination to vacate the condemning authority remainder of the leased premises, and rent shall have be paid up to the day possession shall be taken possessionor the day Tenant vacates the remainder of the leased premises, whichever is later.

Partial Taking. If any part title to the fee of less than the whole of a Leased Property shall be so taken or condemned, Lessee shall give Lessor Notice of such partial taking or condemnation within five (5) Business Days of the Premises occurrence thereof. If such Leased Property is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitablestill suitable for its Primary Intended Use, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental or if Lessee or Lessor shall be reduced so entitled, but shall not elect to terminate this Master Lease with respect to such Leased Property as provided in Section 15.3 hereof, Lessee shall with all reasonable dispatch restore the same proportion that the floor area of the untaken portion of the Building Leased Improvements on such Leased Property so taken that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (less any addition thereto by reason as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to such Condemnation or Taking. Lessee shall commence the restoration of any reconstructionthe Facility on such Leased Property within sixty (60) bears days of the Partial Taking, and shall complete the restoration within the Reconstruction Period following such Partial Taking. Lessor shall contribute to the original floor area cost of restoration such portion of the BuildingCondemnation Award payable to Lessor, if any, together with severance and other damages awarded for taken Leased Improvements, provided, however, the amount of such contribution shall not exceed the cost of restoration. Tenant shallAs long as no Event of Default has occurred hereunder, at its sole cost and expenseif the Award is in an amount less than the Self-Administered Amount, make all necessary repairs or alterations Lessor shall pay the same to Lessee. As long as no Event of Default has occurred hereunder, if the Building so as to Award is in an amount more than the Self-Administered Amount, Lessor shall make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make Award to which it is entitled available to Tenant any condemnation Lessee in the same manner as is provided in Section 14.9 for insurance proceeds it receives which are allocable to such portion in excess of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twentySelf-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possession.Administered

Partial Taking. If any only a part of the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part leased premises shall be so taken terminate as of or condemned, but the date that possession of such part of the Premises Lease is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears not terminated pursuant to the original floor area of the Building. Tenant shallSection 14.1 hereof, Lessee, at its sole cost and expenseexpense (subject to Lessee's right to use the Award for such purpose as described below), make shall repair and restore the leased premises and all necessary repairs or alterations Improvements thereon. Should the building which forms a part of the leased premises be reduced, then the annual fixed rent to be paid by Lessee to Lessor in accordance with Article 4 of this Lease shall be reduced by an amount equal to 10.875% percent of the Building so "Net Award" actually received by Lessor (after payment of reasonable expenses of collection, including attorneys' fees, and deducting therefrom any other amounts paid by Lessor to Lessee in accordance with this Article and further deducting any amount the First Mortgagee requires to be paid against the mortgage indebtedness), provided, however, that the annual fixed rent shall not be reduced as herein provided unless the "Net Award" as herein defined exceeds the sum of $25,000.00. Lessee shall promptly and diligently proceed to make the portion of the Building not taken a complete architectural unit of the remainder of the improvements, complying with the procedure set forth in Article 13 for such purpose, and provided Lessee is not then in default hereunder, the amount of the Award relating to the improvements shall be deposited with the Depositary (as defined in Article 13 hereof) which shall disburse the Award to apply on the cost of said repairing or restoration in accordance with the terms procedure set forth in Section 13.3. If Lessee does not make a complete architectural unit of the remainder of the improvements within a reasonable period after such taking or condemnation, not to exceed one hundred eighty (180) days, then, in addition to whatever other remedies Lessor may have either under this Lease, at law or in equity, the money received by and then remaining in the custody of the Depositary shall, at Lessor's election be paid to and retained by Lessor, as liquidated damages resulting from failure of Lessee to comply with the provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such this Section. Any portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder Award as may not have to be expended for such repairing or restoration shall be temporarily abated during such restoration period in proportion paid to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionLessor." 17

Partial Taking. (i) If any part there is a Condemnation of a portion of a Facility, this Master Lease shall remain in effect if the Premises affected Facility is taken and not thereby rendered, in the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and reasonable determination of Tenant, Unsuitable for Its Primary Intended Use, but if such Facility is thereby rendered Unsuitable for Its Primary Intended Use, this Master Lease shall at Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as option terminate with respect to the part so taken terminate such Facility as of the date that possession on which Notice of such part of the Premises determination is taken delivered to Landlord and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit Rent will ▇▇▇▇▇ in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. 14.6. (ii) Notwithstanding the foregoing, if more than twenty-five percent in the event of a Condemnation of a portion of a Facility representing fifty (2550%) or more of the square footage fair market value of the Building is taken or sold under such threatFacility, Landlord Tenant may terminate this Master Lease as to such Facility (but not as to any other Facility) as of the date that the condemning authority takes possession by delivery of written notice on which Notice of such election termination is delivered to Landlord in which event, Rent will ▇▇▇▇▇ in accordance with Section 14.6. (iii) In the event of a Condemnation of a portion of a Facility representing ten percent (10%) or more of the fair market value of such Facility during the final two years of the then-current Term (after giving effect to any Renewal Notice that has been delivered or is delivered pursuant to the proviso below), either Landlord or Tenant may terminate this Master Lease as to such Facility (but not as to any other Facility) as of the day before the Date of Taking and Rent will continue unabated for the remainder of the Term; provided, however, such termination by Landlord shall not be effective in the event that Tenant elects, within twenty sixty (2060) days after of Landlord’s election to terminate, to exercise ▇▇▇▇▇▇’s next arising option for a Renewal Term. Any dispute between Landlord has been notified and Tenant with respect to the extent of a Condemnation will be determined by Experts pursuant to Section 34.1. If Tenant elects to terminate this Master Lease with respect to a Facility during the final two years of the taking orthen-current Term in accordance with this Section 15.1, in the absence thereof, within twenty (20) days after the condemning authority Tenant shall be deemed to have taken possessionforfeited Tenant’s right to exercise any further Renewal Terms.

Partial Taking. If any part of the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the a portion of the Building so Leased Premises shall be taken 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 Section 8.01 above, Landlord shall restore and reconstruct the Leased Premises (less any addition thereto by reason of any reconstructionincluding all Common Elements (defined in the Condominium Declaration) bears necessary for their operation) and other improvements on the Leased Premises to the original floor area extent necessary to make it reasonably tenantable. The rent payable under this Lease during the unexpired portion of the BuildingTerm shall be adjusted to such an extent as may be fair and reasonable under the circumstances. Tenant shallshall have no claim to the condemnation award or proceeds in lieu thereof. Notwithstanding anything set forth herein to the contrary, at Landlord’s obligation to restore and/or reconstruct the Leased Premises as provided in this Section shall be limited to the extent, and only to the extent, that condemnation proceeds are actually received by Landlord in connection with any such taking after payment of all of Landlord’s reasonable costs and expenses in obtaining such condemnation proceeds. Notwithstanding anything to the contrary contained hereinabove, Tenant shall have the right to recover from the condemning authority, but not from Landlord, any compensation as may be separately awarded to Tenant on account of its sole cost and expense, make all necessary repairs or alterations to the Building so as Leased Premises, moving and relocation expenses and depreciation to make the portion and removal of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises physical property and all other interest and property for which Tenant is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under entitled to compensation from such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionunder common law or applicable statutes.

Partial Taking. If any part In the event of a Partial Taking of a Facility, Tenant shall commence and diligently proceed to restore the untaken portion of the Premises Leased Improvements on the applicable Leased Property so that such Leased Improvements shall constitute a complete architectural unit (if applicable) of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to such Partial Taking; provided, however, that if a Partial Taking renders a Facility Unsuitable for Its Primary Intended Use, Tenant shall have the right, exercisable by written notice to Landlord within thirty (30) days after such Partial Taking is taken final without appeal permitted, and before the remaining part after Condemnor takes possession, to purchase the affected Facility for the Facility Purchase Price, which purchase shall be completed within sixty (60) days of such notice. Landlord makes repairs shall contribute to the cost of restoration, or if Tenant elects to purchase the affected Facility, Landlord shall pay over to Tenant, any Award payable to Landlord for such Partial Taking; provided, however, that the amount of such contribution shall not exceed the cost of restoration. If (a) Tenant elects to restore the Facility and alterations (b) no Event of Default is reasonably suitablethen continuing, as reasonably determined then Landlord shall make the Award available to Tenant in the manner provided in Section 14.10 hereof. The Base Rent shall be reduced by reason of such Partial Taking to an amount agreed upon by Landlord and Tenant, for Tenant’s continued occupancy for and if Landlord and Tenant cannot agree upon a new Base Rent, the purposes and uses permitted by this Lease, this Lease shall, as new Base Rent amount shall be equal to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears Rent prior to the original floor area of the Building. Tenant shallPartial Taking, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period reduced in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding reduction in the foregoing, if more than twenty-five percent (25%) Fair Rental Value of the square footage affected Facility of Leased Property resulting from the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionPartial Taking.

Partial Taking. If title to less than the whole of the Property shall be taken or condemned, and the Property is still suitable for its then Primary Intended Use, or if Tenant or Landlord shall be entitled (but shall not elect) to terminate this Lease as provided in Section 16.3 hereof, Tenant at its own cost and expense shall with all reasonable diligence restore the untaken portion of any Improvements so that such improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Improvements existing immediately prior to such Condemnation or Taking. Landlord and Tenant shall each contribute to the cost of restoration that part of the Premises their Award specifically allocated to such restoration, if any (or if no such specific allocation is taken made, a just, fair and the remaining part after Landlord makes repairs and alterations is reasonably suitable, reasonable portion of its Award as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted Tenant or by this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit arbitration in accordance with the terms Section 28.14 if Landlord and provisions of Section 19.4, Landlord shall make available Tenant are unable to Tenant any condemnation proceeds it receives which are allocable to such portion agree within 30 days of the Building in accordance Award), together with any and all severance and other damages awarded for any taken Improvements; provided, however, the terms amount of such contribution shall not exceed such cost. If such amounts are not sufficient to cover the cost of restoration Landlord and provisions of Section 19.4. Base Monthly Rental due and payable hereunder Tenant shall be temporarily abated during such contribute any additional amounts needed for restoration period in proportion to the degree amounts already contributed by them, provided that in no event shall Landlord contribute any amount to which such restoration in excess of its Award. Thereafter, any excess restoration cost shall be borne solely by Tenant’s use . Landlord agrees that Tenant shall be entitled to an equitable abatement of Premises is impaired. Notwithstanding Base Rent in the foregoing, if more than twenty-five percent (25%) event of a partial taking of the square footage Property, but such abatement shall be strictly limited to any amount of excess Award paid to Landlord after the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord restoration cost has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionpaid.

Partial Taking. If (a) Upon a Substantial Taking of any part Hotel pursuant to which Tenant has not given an irrevocable offer to purchase pursuant to the provisions of Section 15.5, Tenant shall be obligated to restore the portion of such Hotel not taken by the governmental authority to a condition as good as or better than the condition which prevailed thereon and therein prior to such condemnation as nearly as is practicable under the circumstances, regardless of whether the condemnation proceeds are sufficient to complete such restoration. Upon an Insubstantial Taking, Tenant shall not be obligated to replace any landscaping or facilities taken by the governmental authority but shall only be obligated to repair any damage to the portion of the Premises affected Hotel not taken by the governmental authority. Materials used in repair and restoration shall be as nearly like or superior in quality to the original materials as may then be reasonably procured in regular channels of supply, and construction shall be completed in a workmanlike manner free of all liens and encumbrances. All condemnation proceeds payable on account of such condemnation other than proceeds attributable to Tenant's personal property shall be paid to the Insurance Trustee who shall hold said proceeds in trust for the parties in accordance with the provisions of this Section 15.6. (b) Tenant shall commence the restoration of any affected Hotel as soon as practicable, but in no event later than the date which is taken one hundred eighty (180) days after the date upon which the condemnation occurred, and thereafter shall prosecute the remaining part after Landlord makes repairs restoration with diligence and alterations continuity. The provisions of Section 13.2(d) and 13.2(e) shall apply to any such restoration. (c) If the amount disbursed in accordance with Section 13.2(e) shall be less than the total condemnation proceeds, such excess shall be distributed to Landlord. (d) Any award attributable to personal property owned by Tenant that is reasonably suitable, as reasonably determined not attributable to FF&E owned by Landlord shall be paid to Tenant. Any award attributable to FF&E owned by Tenant shall be paid to Tenant and Tenant, for Tenant’s continued occupancy applied by Tenant for the purposes purpose of replacing such FF&E if and uses permitted to the extent that the Hotel requires such replacement FF&E to be fully operational. (e) Upon a condemnation that is an Insubstantial Taking, there shall be no reduction in or abatement of the Base Rent or Percentage Rent thereafter payable by this Lease, Tenant. Upon a condemnation that is a Substantial Taking and if this Lease shallis not terminated pursuant to Section 15.5, as to there shall be a reduction in the part so taken terminate Base Rent payable by Tenant effective as of the date that possession of such part of the Premises is taken and Substantial Taking in an amount equal to the lesser of: (i) 7 1/2% of the condemnation award received by Landlord with respect to such affected Hotel; or (ii) an amount equal to the Base Monthly Rental Rent shown for such Hotel on Exhibit B, multiplied by the Partial Condemnation Reduction Percentage. (f) If Tenant shall be reduced in fail to prosecute the same proportion that the floor area restoration work with diligence and continuity until completion, regardless of the portion whether an Event of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4Default has occurred, Landlord shall make available have the right to use any proceeds held by Insurance Trustee to complete such restoration work. Tenant shall be liable for any sums incurred by Landlord to complete such restoration work in excess of the amount held and disbursed by the Insurance Trustee. (g) If an Event of Default has occurred, Tenant shall not have access to any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms unless and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority until Tenant shall have taken possessioncured such Event of Default, and until such time, Tenant shall use its own funds to prosecute the restoration work.

Partial Taking. If less than substantially all of any part Site shall be taken for public or quasi-public purposes, Tenant will promptly, at its sole cost and expense, restore, repair, replace or rebuild the improvements so taken in conformity with the requirements of paragraph 9 as nearly as practicable to the condition, size, quality of workmanship and market value thereof immediately prior to such taking, without regard to the adequacy of any condemnation award for such purpose. There shall be no abatement of Rent during such period of restoration. In performing its obligations, Tenant shall be entitled to all condemnation proceeds available to Landlord for restoration or repair of the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in under the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Buildingterms and conditions for disbursement set forth for casualty proceeds in paragraph 10 hereof. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to negotiate and, if necessary, litigate, the Building so as to make the portion amount of the Building not taken a complete architectural unit in accordance with the terms award, and provisions of Section 19.4, Landlord shall make available have the right to participate in such process, at its sole cost and expense (it being acknowledged and agreed by Landlord that Tenant any condemnation shall have the right to control such proceeds it receives which are allocable and settle all awards), and if Tenant fails to diligently prosecute such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threatefforts, Landlord may terminate this Lease as take control of the date that process. Any condemnation proceeds in excess of the amounts used or requested as are made by Tenant for restoration or repair of the Premises, shall be the sole and exclusive property of Landlord. Tenant shall have the right to control all condemnation proceedings on Landlord’s behalf, and shall also be entitled to receive any award made by the condemning authority takes possession by delivery in respect of written notice of such election within twenty (20) days after Landlord has been notified of the taking business loss or, if available, business relocation and any other claim permitted by law which does not, in the absence thereofany such case, within twenty (20) days after the condemning authority shall have taken possessiondiminish Landlord’s recovery.

Partial Taking. (a) If there shall be a Taking of any portion (but less than all) of the Improvements or a Taking of the Premises such that access is denied or substantially impaired or a portion of the any parking areas serving the Premises (whether located within the Premises or the Common Areas and Facilities) is taken so that there are less than the lawfully required number of spaces and Tenant is unable to replace the spaces so taken on another part of the Premises Site (at Landlord’s sole and absolute discretion) or such a substantial portion of the Improvements (but less than all) is taken Taken such that it shall no longer be reasonably economical or practical because of such Taking for Tenant to continue its business on the Premises, in its reasonable judgment, then Tenant shall have the right, at its option, to terminate this Lease by giving written notice to Landlord within ninety (90) days after Tenant’s receipt of notice of such Taking and the remaining part after Landlord makes repairs and alterations is reasonably suitable, condemnation award shall be equitably apportioned as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by set forth in Section 14.4 below. (b) If Tenant does not elect to terminate this Lease, this Lease shallRent shall be reduced, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced Taking, in the same proportion that the floor ground area of the portion of the Building Site so taken (less any addition thereto by reason of any reconstruction) bears compares to the original floor total land area of the Building. Site immediately prior to such Taking and Tenant shall, at its sole cost and expense, make all necessary repairs or alterations shall restore the Improvements to the Building so as to make the portion extent of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessiona viable economic unit.

Partial Taking. In the event of a Partial Taking of any Facility, this Lease shall remain in effect as to such Facility and, except as specifically set forth herein, Tenant’s obligation to make payments of Rent and to pay all other charges required under this Lease with respect to such Facility shall remain unabated during the Term notwithstanding such Partial Taking. If Landlord determines in its commercially reasonable judgment that the Facility subject to the Partial Taking is fully or partially restorable, Tenant shall diligently repair or reconstruct such Facility to a like or better condition than existed prior to such damage or destruction in accordance with Section 7.5, provided that any part net condemnation award received by Landlord with respect to such Partial Taking shall be paid directly to Landlord and, provided Tenant is diligently performing the restoration and repair work with respect to such Facility and no Event of Default has occurred hereunder, shall be made available to Tenant to be used by Tenant for costs of the Premises is taken repair or reconstruction of such Facility. If, after Tenant’s compliance with the restoration obligation in the foregoing sentence, such Partial Taking results in a reduced number of licensed beds at such Facility, then the current Base Rent shall be proportionally reduced based on (a) the ratio of the number of licensed beds reduced at such Facility to the total number of licensed beds at such Facility (prior to such Partial Taking) and (b) the ratio of the applicable Facility’s EBITDARM to the EBITDARM of all Facilities. The applicable calculations of EBITDARM shall be based on Tenant’s financials for the calendar quarter most recently ended as of the effective date of such Partial Taking. By way of example only, if (1) a Facility originally containing 100 licensed beds suffers a casualty and the remaining part after Landlord makes repairs and alterations number of licensed beds is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for reduced to 80; (2) the purposes and uses permitted by total Base Rent under this Lease, this Lease shallprior to such casualty, as to is $1,000,000; (3) the part so taken terminate as of total EBITDARM for all Facilities is $12,000,000.00; and (4) the date that possession of such part of EBITDARM for the Premises damaged Facility is taken and $4,000,000.00, then the Base Monthly Rental shall Rent would be reduced in the same proportion that the floor area of the portion of the Building so taken by $66,666.67 (less any addition thereto by reason of any reconstructioni.e., (20 licensed beds /100 licensed beds) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent * (25%$4,000,000/$12,000,000) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty *(20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possession$1,000,000).

Partial Taking. If any part of the Premises is taken for any public or quasi-public use under any statute or by right of eminent domain and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, suitable for Tenant’s 's continued occupancy for the purposes and uses permitted by this Leaselease, this Lease shall, as to the part so taken taken, terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental Rent shall be reduced in the same proportion that the floor area of the portion of the Building Premises so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the BuildingPremises, as reasonably determined by Landlord or Landlord's Architect. Tenant Landlord shall, at its sole own cost and expense, make all necessary repairs or alterations to the Building Premises so as to make the portion of the Building Premises not taken a complete architectural unit unit. Such work shall not, however, exceed the scope of the work done by Landlord in accordance with originally constructing the terms and provisions of Section 19.4Premises. If severance damages from the condemning authority are not available to Landlord in sufficient amounts to permit such restoration, Landlord shall make available may terminate this Lease upon Notice to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4Tenant. Base Monthly Rental Rent due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which there is substantial interference with Tenant’s 's use of Premises is impairedthe Premises, as reasonably determined by Landlord or Landlord's Architect. Notwithstanding Each party hereby waives the foregoing, if more than twenty-five percent (25%) provisions of Section 1265.130 of the square footage California Code of Civil Procedure and any present or future law allowing either party to petition the Superior Court to terminate this Lease in the event of a partial taking of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionPremises.

Partial Taking. If any part In the event of a Partial Taking during the term hereof (1) the rights of Tenant under the Lease and the leasehold estate of Tenant in and to the portion of the Premises is taken shall cease and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as of the date Date of Taking; (2) from and after the Date of Taking the Monthly Installment of rent shall be an amount equal to the product obtained by multiplying the monthly Installment of rent immediately prior to the Taking by a fraction, the numerator of which is the number of square feet contained in the Premises after the Taking and the denominator of which is the number of square feet contained in the Premise prior to the Taking; (3) Tenant shall receive from the Award the portions of the Award attributable to trade fixtures of Tenant; (4) the remainder of the Award shall be paid to and be the property of Landlord; and (5) in the event of any such condemnation or taking and this Lease is not so terminated, Landlord shall promptly repair the Premises or the Project, as the case may be, to a condition such that possession of such part the remaining portion of the Premises is taken or Project, as the case may be, shall constitute an architectural unit, fit for Tenant’s occupancy and the Base Monthly Rental shall be reduced in the same proportion business operations; provided, however, that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears Landlord’s obligation to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable repair hereunder shall be temporarily abated during such restoration period in proportion limited to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) extent of the square footage net proceeds made available to Landlord for such repair from any such condemnation or taking and subject to the rights of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionLandlord’s mortgagee(s).

Partial Taking. If there is a Taking of any material part of the Premises Leased Property, but less than all of the Leased Property, or if Landlord is taken and required to pay any of the remaining part after Landlord makes repairs and alterations is reasonably suitableproceeds received for a Taking to a holder of a Facility Mortgage, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by then this Lease, this Lease shallat the option of Landlord, as exercised by written notice to the part so taken terminate Tenant within thirty (30) days after such Taking, shall terminate, and Rent shall be apportioned as of the date that possession Date of such Taking. If there is a Taking of any material part of the Premises is taken Leased Property, but less than all of the Leased Property, and the Base Monthly Rental Taking materially and adversely affects Tenant’s use and enjoyment of the Leased Property, then this Lease, at the option of Tenant, exercised by written notice to Landlord within thirty (30) days after such Taking, shall terminate, and Rent shall be reduced in the same proportion that the floor area apportioned as of the Date of Taking. If neither party terminates this Lease, then (i) Rent shall be abated on a reasonable basis as to that portion of the Building so taken Leased Property rendered untenantable by the Taking, and (less any addition thereto by reason ii) Landlord shall, subject to the terms of the Facility Mortgage, take such proceeds of any reconstruction) bears to Award as shall be necessary and restore the original floor area of the Building. Tenant shallLeased Property, at its sole cost and own expense, make all necessary repairs or alterations to the Building so extent possible, to substantially the same condition as to make existed immediately before the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionpartial Taking.

Partial Taking. If any part of the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the a portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shallLeased Premises, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make or the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder Property shall be temporarily abated during such restoration period taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent or by purchase in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoinglieu thereof, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threatand this Lease not terminated as provided in Section 8.01 above, Landlord may terminate this Lease (whether or not the Leased Premises are affected thereby) by giving written notice thereof to Tenant within sixty (60) days after the right of election accrues, in which event this Lease shall terminate as of the date that when physical possession of such portion of the Leased Premises, the Building or the Property is taken by the condemning authority takes possession by delivery authority. If upon any such taking or sale of written notice of such election within twenty (20) days after Landlord has been notified less than the whole or substantially the whole of the taking orLeased Premises, the Building or the Property, this Lease shall not be thus terminated, the Base Rent payable hereunder shall be diminished by an amount representing that part of the Base Rent properly allocable to the portion so taken or sold, and Landlord shall, at Landlord’s sole expense, restore and reconstruct the Building and/or the Property and the Leased Premises to their former condition to the extent feasible, but such work shall not exceed the scope of the work done by Landlord in originally constructing the absence Building and the Leased Premises, nor shall Landlord be required to spend for such work an amount in excess of the condemnation award or proceeds in lieu thereof, within twenty (20) days after the condemning authority and Tenant shall have taken possessionnot be entitled to and expressly waives all claim to any such compensation.

Partial Taking. If any part more than fifteen percent (15%) of the Rentable Area of the Leased Premises is taken and or appropriated by the remaining part after Landlord makes repairs and alterations is reasonably suitablepower of eminent domain, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shallat the option of either party, as may be terminated by written notice given to the part so taken terminate other party not more than thirty (30) days after Landlord and Tenant receive written notice of the taking or appropriation, and such termination shall be effective as of the date that possession Tenant is required to vacate the portion of the Leased Premises so taken. If more than ten percent (10%) of the Common Area of the Bank of America Building is taken by the power of eminent domain, then Landlord, at its option, may terminate this Lease by written notice given to Tenant within sixty (60) days of the date of such part taking. If this Lease is so terminated, all Rent, Additional Rent and Other Charges due hereunder shall be paid to the date of termination. Whenever any portion of the Leased Premises or Common Area is taken by the power of eminent domain and this Lease is not terminated, Landlord, at its expense, shall proceed with reasonable dispatch to restore, to the Base Monthly Rental extent that it is reasonably prudent, the remainder of the Leased Premises and Common Area to their condition immediately prior to such taking, and Tenant, at its sole expense, shall proceed with reasonable dispatch to restore the fixtures and improvements installed by Tenant and Tenant’s furniture, furnishings, and equipment to the same condition they were in immediately prior to such taking. From the date Tenant is required to vacate that portion of the Leased Premises so taken, the Rent and Additional Rent payable hereunder shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area Rentable Area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations Leased Premises prior to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessiontaking.

Partial Taking. If any part a portion of the Premises leased premises is taken condemned, and Paragraph 11.2 does not apply, the remaining part after Landlord makes lease shall continue on the following terms: (a) Lessor shall be entitled to all of the proceeds of condemnation, and Lessee shall have no claim against Lessor as a result of the condemnation. (b) Lessor shall proceed as soon as reasonably possible to make such repairs and alterations is reasonably suitable, to the premises as are necessary to restore the remaining premises to a condition as comparable as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for practicable to that existing at the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as time of the condemnation. (c) After the date that possession of such part on which title vests in the condemning authority or an earlier date on which alterations or repairs are commenced by Lessor to restore the balance of the Premises is taken and property in anticipating of taking, the Base Monthly Rental rent shall be reduced in proportion to the same proportion that the floor area reduction in value of the leased premises as an economic unit on account of the partial taking. If the Lessor and Lessee are unable to agree upon the amount of the reduction of rent regarding a partial taking, the amount of the reduction of the rent shall be determined by arbitration in the manner as is provided in Section 20. (d) If a portion of Lessor's property not included in the leased premises is taken, and severance damages are awarded on account of the leased premises, or an award is made for detriment to the leased premises as a result of activity by a public body not involving a physical taking of any portion of the Building so taken premises, this shall be regarded as a partial condemnation to which subparagraphs 11.1 (less any addition thereto by reason of any reconstructiona) bears and (c) apply, and the rent shall be reduced to the original floor area extent of reduction in rental value of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so premises as to make the though a portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has had been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionphysically taken.

Partial Taking. 1. If any part portion of the Leased Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Leasecondemnation, this Lease shallshall remain in effect, as except that Tenant can elect to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as if the remaining portion is rendered unsuitable for Tenant's continued use of the date that the condemning authority takes possession Leased Premises. If Tenant elects to terminate this Lease Tenant must exercise its right to terminate by delivery of written giving notice of such election to Landlord within twenty thirty (2030) days after Landlord has been notified given notice to Tenant of the taking ornature and the extent of the taking. If Tenant does not terminate this Lease within the thirty-day period, this Lease shall continue in full force and effect, except that Base monthly rent shall be reduced pursuant to this Article. 2. Subject to the absence thereofpreceding paragraph, if the Building or other improvements which are a part of the Leased Premises is taken by condemnation, this Lease shall remain in full force and effect, except that if fifty percent (50%) or more of the Building or other improvements which are a part of the Leased Premises is taken by condemnation, Landlord shall have the election to terminate this Lease pursuant to this paragraph. If Landlord elects to terminate this Lease, it must terminate by giving notice to Tenant within twenty thirty (2030) days after the nature and the extent of the taking have been finally determined. If this Lease is not terminated within the thirty-day period, it shall continue in full force and effect, except Base monthly rent shall be reduced pursuant to this Article. 3. Nothing in this paragraph shall preclude Tenant from making an independent claim against the condemning authority shall have taken possessionfor damages resulting from condemnation.

Partial Taking. If any part of the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant Landlord shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with unit. Such work shall not, however, exceed the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion scope of the Building work done by Tenant in accordance with originally constructing the terms and provisions of Section 19.4Building. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord or Tenant may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possession.

Partial Taking. If less than substantially all of any part Site shall be taken for public or quasi-public purposes, Tenant shall promptly, at its sole cost and expense, restore, repair, replace or rebuild the improvements so taken in conformity with the requirements of paragraph 9 of this Lease as nearly as practicable to the condition, size, quality of workmanship and market value thereof immediately prior to such taking, without regard to the adequacy of any condemnation award for such purpose. There shall be no abatement of Rent during any such period of restoration. In performing its obligations, Tenant shall be entitled to all condemnation proceeds made available to Landlord for restoration or repair of the Premises is taken under the same terms and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, conditions for Tenant’s continued occupancy disbursement set forth for the purposes and uses permitted by casualty proceeds in paragraph 10 of this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of including such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto proceeds being made available by reason of any reconstruction) bears to the original floor area of the BuildingMortgagee. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to negotiate and, if necessary, litigate, the Building so as to make the portion amount of the Building not taken a complete architectural unit award, and Landlord shall have the right to participate in accordance with the terms such process, and provisions of Section 19.4if Tenant fails to diligently prosecute such efforts, Landlord shall make may (at its option) take control of the process. Any condemnation proceeds in excess of the amounts as are made available to Tenant any condemnation proceeds it receives which are allocable to such portion for restoration or repair of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder Premises shall be temporarily abated during such restoration period the sole and exclusive property of Landlord. Tenant shall have the right to participate in proportion condemnation proceedings with Landlord, and shall be entitled to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that receive any award made by the condemning authority takes possession by delivery in respect of written notice of such election within twenty (20) days after Landlord has been notified of the taking business loss or, if available, business relocation and any other claim permitted by law which does not, in the absence thereofany such case, within twenty (20) days after the condemning authority shall have taken possessiondiminish Landlord's recovery.

Partial Taking. If any part more than fifteen percent (15%) of the Rentable Square Feet in the Leased Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitableor appropriated by eminent domain, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shallat the option of either party, as may be terminated by written notice given to the part so taken terminate other party not more than thirty (30) days after Landlord and Tenant receive notice of the taking or appropriation, and such termination shall be effective as of the date that possession Tenant is required to vacate the portion of the Leased Premises so taken. If more than ten percent (10%) of the parking areas or other common areas of the Building are taken or appropriated by eminent domain, then Landlord, at its option, may terminate this Lease by written notice given to Tenant within sixty (60) days of the date of such part taking. If this Lease is so terminated, all Base Rent, additional rent, and Other Charges due hereunder shall be paid to the date of termination. Whenever any portion of the Leased Premises or common areas is taken by eminent domain and this Lease is not terminated, Landlord, at its expense, shall restore, to the extent reasonably prudent, the remainder of the Leased Premises and common areas to their condition immediately prior to such taking, and Tenant, at its sole expense, shall proceed with all reasonable dispatch to restore its furniture, furnishings, floor covering, equipment and alterations or improvements installed by Tenant to the same condition they were in immediately prior to such taking. From the date Tenant is required to vacate that portion of the Leased Premises taken, the Base Monthly Rental Rent payable hereunder shall be reduced in the same proportion that the floor area of the portion of the Building so Rentable Square Feet taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, total Rentable Square Feet in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionLeased Premises prior to taking.

Partial Taking. If title to less than the whole of the Property shall be taken or condemned, and the Property is still suitable for its then Primary Intended Use, in Tenant's reasonable opinion, or if Tenant or Landlord shall be entitled (but shall not elect) to terminate this Lease as provided in Section 16.3 hereof, Tenant at its own cost and expense shall with all reasonable diligence restore the untaken portion of any Improvements so that such improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Improvements existing immediately prior to such Condemnation or Taking. Landlord and Tenant shall each contribute to the cost of restoration that part of the Premises their Award specifically allocated to such restoration, if any (or if no such specific allocation is taken made, a just, fair and the remaining part after Landlord makes repairs and alterations is reasonably suitable, reasonable portion of its Award as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted Tenant or by this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit arbitration in accordance with the terms Section 28.14 if Landlord and provisions of Section 19.4, Landlord shall make available Tenant are unable to Tenant any condemnation proceeds it receives which are allocable to such portion agree within 30 days of the Building in accordance Award), together with any and all severance and other damages awarded for any taken Improvements; provided, however, the terms amount of such contribution shall not exceed such cost. If such amounts are not sufficient to cover the cost of restoration Landlord and provisions of Section 19.4. Base Monthly Rental due and payable hereunder Tenant shall be temporarily abated during such contribute any additional amounts needed for restoration period in proportion to the degree amounts already contributed by them, provided that in no event shall Landlord contribute any amount to which such restoration in excess of its Award. Thereafter, any excess restoration cost shall be borne solely by Tenant’s use . Landlord agrees that Tenant shall be entitled to an equitable abatement of Premises is impaired. Notwithstanding Base Rent in the foregoing, if more than twenty-five percent (25%) event of a partial taking of the square footage Property, but such abatement shall be strictly limited to any amount of excess Award paid to Landlord after the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord restoration cost has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionpaid.

Partial Taking. If title to less than the whole of the Property shall be taken or condemned, and the Property is still suitable for its then Primary Intended Use, in Tenant's reasonable opinion, or if Tenant or Landlord shall be entitled (but shall not elect) to terminate this Lease as provided in Section 16.3 hereof, Tenant at its own cost and expense shall with all reasonable diligence restore the untaken portion of any Improvements so that such improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Improvements existing immediately prior to such Condemnation or Taking. Landlord and Tenant shall each contribute to the cost of restoration that part of the Premises their Award specifically allocated to such restoration, if any (or if no such specific allocation is taken made, a just, fair and the remaining part after Landlord makes repairs and alterations is reasonably suitable, reasonable portion of its Award as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted Tenant or by this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit arbitration in accordance with the terms Section 28.14 if Landlord and provisions of Section 19.4, Landlord shall make available Tenant are unable to Tenant any condemnation proceeds it receives which are allocable to such portion agree within 30 days of the Building in accordance Award), together with any and all severance and other damages awarded for any taken Improvements; provided, however, the terms amount of such contribution shall not exceed such cost. If such amounts are not sufficient to cover the cost of restoration Landlord and provisions of Section 19.4. Base Monthly Rental due and payable hereunder Tenant shall be temporarily abated during such contribute any additional amounts needed for restoration period in proportion to the degree amounts already contributed by them, provided that in no event shall Landlord contribute any amount to which such restoration in excess of its Award. Thereafter, any excess restoration cost shall be borne solely be Tenant’s use . Landlord agrees that Tenant shall be entitled to an equitable abatement of Premises is impaired. Notwithstanding Base Rent in the foregoing, if more than twenty-five percent (25%) event of a partial taking of the square footage Property, but such abatement shall be strictly limited to any amount of excess Award paid to Landlord after the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord restoration cost has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionpaid.

Partial Taking. If any part In the event that possession of a portion of the Premises is shall be taken under the power of eminent domain or proceedings in lieu thereof, and the remaining part after Landlord makes repairs and alterations is portion not so taken would not have been reasonably suitable, as reasonably determined adequate for the operation of Tenant’s business even if restoration had been performed by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, then this Lease shall, as to the part so taken shall thereupon terminate as of the date that possession of such part of is taken. In the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason event of any reconstruction) bears to taking under the original floor area power of the Building. Tenant shalleminent domain, at its sole cost and expenseor proceedings in lieu thereof, make all necessary repairs or alterations to the Building so as to make the portion of the Building which does not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as provided above, this Lease shall remain in full force and effect, however, Minimum Rent shall be reduced to equal an amount calculated by multiplying the Minimum Rent otherwise payable by fraction, the numerator of which shall be the number of square feet of Floor Area remaining in the Premises after the taking and the denominator of which shall be the number of square feet of Floor Area in the Premises prior to the taking and Tenant’s Proportionate Share shall be adjusted. Unless this Lease is terminated, if the Premises shall be taken under the power of eminent domain or proceedings in lieu thereof, then Landlord shall repair and restore those remaining parts of the date that the condemning authority takes possession Premises which are under this Lease, to be kept in repair by delivery of written notice of such election within twenty (20) days after Landlord has been notified Landlord, and Tenant shall likewise repair and restore all other parts of the taking orPremises, substantially to the condition thereof immediately prior to such taking, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionaccordance with part XI.

Partial Taking. If any In the event of a Taking of only a part of the Premises is taken or of a part of the Project which does not constitute a Total Taking during the term of this Lease (a “Partial Taking”), the rights and obligations of Tenant under this Lease and the remaining part after Landlord makes repairs leasehold estate of Tenant in and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so portion of the property taken shall cease and terminate as of the date that possession Date of such part of Taking, and an adjustment to the Premises is taken and the Base Monthly Rental Rent shall be made based upon the reduced in the same proportion that the floor area of the Premises. In the event of a Taking of a material portion of the Building so taken (less any addition thereto by reason of any reconstructionother than the Premises) bears to the original floor area of such that, in Landlord’s reasonable opinion, the Building. Tenant shall, at its sole cost and expense, make all necessary repairs ’s continued operation is not practically or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threateconomically feasible, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written giving notice of such election to Tenant within twenty ninety (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (2090) days after the condemning authority date notice of such Taking is received by Landlord. If this Lease is terminated pursuant to this Section 7.1, Landlord shall refund to Tenant any prepaid unaccrued Rent and any other sums due and owing to Tenant (less any sums then due and owing Landlord by Tenant), and Tenant shall pay to Landlord any remaining sums due and owing Landlord under this Lease, each prorated as of the Date of Taking where applicable. If this Lease is not terminated as provided for in this Section 7.1, Landlord at its expense shall promptly repair and restore the Building, Project and/or the Premises to substantially the same condition that existed immediately prior to the Date of Taking, wear and tear only excepted (and Landlord shall have taken possessionno obligation to repair or restore Tenant’s improvements to the Premises or Tenant’s property), except for the part taken, so as to render the Building or Project as complete an architectural unit as practical, but only to the extent of the condemnation award received by Landlord for the damage.

Partial Taking. If any part Should a portion of the Premises is be taken and by any Governmental Authority, corporation, or other entity under the remaining part after Landlord makes repairs and alterations is reasonably suitableright of eminent domain, as reasonably determined by Landlord and Tenantcondemnation, for Tenant’s continued occupancy for the purposes and uses permitted by this Leaseor similar right, this Lease shall, shall nevertheless continue in effect as to the part remainder of the Premises unless, in Tenant's reasonable judgment, so much of the Premises shall be so taken as to make it economically unsound to use the remainder for the uses and purposes contemplated hereby, whereupon this Lease shall terminate as of the date that of taking of possession of such part by the condemning authority in the same manner as if the whole of the Premises is taken had thus been taken, and the Base Monthly Rental award therefor shall be reduced distributed as provided in Section 8.4. In the event of a partial taking where this Lease is not terminated, all awards payable in respect thereof shall be payable to Landlord and Tenant, to the extent of their interests in the same proportion that Premises, as the floor area applicable condemning authority shall determine taking into account certain factors including, without limitation, the term of the portion leasehold estate of the Building so taken (less any addition thereto by reason Tenant and the ownership interest of any reconstruction) bears to the original floor area of the BuildingLandlord. Tenant shallFollowing such partial taking, at its sole cost and expense, Landlord shall make all necessary repairs or alterations to the Building so as remaining Premises, required to make the remaining portions of the Premises an architectural whole. The Base Rent payable hereunder during the unexpired portion of the Building not Lease shall be reduced to the extent fair and reasonable under the circumstances, effective on the date physical possession is taken a complete architectural unit in accordance with by the terms and provisions condemning authority. Tenant acknowledges that tentative plans exist for the widening of Section 19.4Stat▇ ▇▇▇▇ ▇▇▇, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion ▇▇▇▇ ▇▇▇▇ ▇▇▇ning along the west boundary of the Building in accordance with property. Should the terms and provisions applicable governmental agency effectuate the taking of Section 19.4land for the widening of State Road 441, the Tenant agrees that such taking shall not constitute a basis for termination of this lease. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as As of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking orexecution of this Lease, in to the absence thereofbest of Landlord's knowledge, the widening of State Road 441 will involve property already within twenty (20) days after the condemning authority shall have taken possessionright- of-way owned by the applicable governmental agency.

Partial Taking. If any part In the event of a partial taking of more than thirty percent (30%) of the Demised Premises is taken which in Tenant's judgment materially interferes with Tenant's continued use and occupancy of the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for Demised Premises' Tenant shall have the purposes and uses permitted by this Lease, right to terminate this Lease shallupon sixty (60) days prior written notice to Landlord. If notwithstanding such taking, Tenant does not elect to terminate within sixty (60) days of such taking, or in the event of the taking of less than thirty percent (30%) of the building area of the Demised Premises, then this Lease as to the part so taken only shall terminate as of of' the date that possession of such part of the Demised Premises is taken be so taken, and the Base Monthly Rental fixed monthly rental and additional rental herein Provided for shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building Demised Premises so taken bears to the total Demised Premises area existing before such taking if this Lease is taken or sold under such threatnot terminated as provided herein, Landlord shall replace or repair the building facility constituting a portion of the Demised Premises by re-installing plumbing, electrical wiring, walls and paving, if necessary, so that said building facility shall be completely operable and an integral whole, but at a cost to Landlord not to exceed the condemnation award received by Landlord. If Landlord shall fail to complete such rebuilding so as to result in an integral whole within six months of such taking, notwithstanding the provisions of Section 17.1 hereof, Tenant may terminate this Lease as upon notice to Landlord. In the event of such partial taking Landlord shall be entitled to (a) any amounts paid for the taking of Landlord's fee interest in the demised premises, and (b) any severance damages included in the award and (c) any amount paid for the taking of the date Demised Premises except that paid for any improvements made to the condemning authority takes possession Demised Premises by delivery Tenant which remain the property of written notice Tenant, and (d) any amount which represents the present worth of such election within twenty (20) days after Landlord has been notified of the taking or, rental payments to be made in the absence thereoffuture under the provisions of this Lease as to the part taken which was not included in (a) above, within twenty (20) days after and none of Landlord's interests in the condemning authority above shall have taken possessionbe subject to any diminution or apportionment whatsoever except that notwithstanding anything to the contrary contained herein, Tenant shall be entitled to compensation for the unamortized value of any improvements made to the demised premises by Tenant which were taken.

Partial Taking. In the event of a permanent Taking of less than all of a Project (a “Partial Taking”): (A) If any part Landlord and the Company reasonably determine that Restoration of the Premises remaining portion of the Development is taken feasible and the remaining part after Landlord makes repairs can be carried out in accordance with all applicable Legal Requirements and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, then the Development shall be restored. Tenant and the Landlord shall reasonably agree upon and approve plans and specifications to modify the remaining portion of the Development, subject to the terms of this Lease, including without limitation, the Restoration limitation provided under subsections 13(a)(i) and (b)(ii). Upon approval of said plans, Tenant shall promptly proceed to commence and complete the Restoration in accordance with this Section 13. If the cost of the Restoration exceeds the amount of the Condemnation Award Proceeds, the deficiency shall be paid by the Tenant. Tenant’s obligation hereunder shall not be affected by the unavailability of insufficiency of the Condemnation Award Proceeds. The Condemnation Award Proceeds shall be allocated in accordance with Section (a)(ii) of this Section 13. (B) If Landlord and the Company reasonably determine that Restoration of the remaining portion of the Development is not feasible, subject to the written consent of the senior Permitted Leasehold Mortgagee, Tenant shall surrender the Development to the Landlord and this Lease shall, as shall thereupon be terminated without liability or further recourse to the part so taken terminate Parties, provided that any Rent or other obligations owed by the Tenant to the Landlord as a result of the date that possession of such part of the Premises is taken and the Base Monthly Rental Taking shall be reduced paid in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Buildingfull. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit The Condemnation Award Proceeds shall be allocated in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%b)(iii)(B) of the square footage this Section 13 of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionLease.

Partial Taking. If any only a part of the Leased Premises is shall be so taken and the remaining part after Landlord makes repairs and alterations is reasonably suitableor condemned, and, as reasonably determined by Landlord and Tenanta result thereof, for Tenant’s continued occupancy the balance of the Leased Premises can be used for the purposes and uses permitted by this Leasesame purpose as expressed in Article II, this Lease shallshall not terminate, as to and Tenant shall repair and restore the part so taken terminate as of Leased Premises and all improvements thereon at the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion expense of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4Tenant; provided, however, that Landlord shall make available pay to Tenant any condemnation proceeds it receives which are allocable to Tenant, after the Leased Premises have been repaired and restored, such portion of the Building in accordance with Award which has been specifically allocated for and has been paid to Landlord by the terms condemning authority for the repair and provisions restoration of Section 19.4the Leased Premises. Base Monthly Rental due and payable hereunder Rent shall be temporarily equitably abated during following such restoration period taking. Any Award shall be paid to and be the sole property of Landlord, but nothing herein shall preclude Tenant from claiming and recovering from the condemning authority, but not from the Landlord, such compensation as may be separately awarded or recoverable by Tenant in proportion Tenant’s own right on account of any and all damage to Tenant’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, leasehold improvements and equipment. Notwithstanding anything herein to the degree contrary, Tenant shall have the right to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as if the partial taking results in there being inadequate parking for the Leased Premises, the drive thru facilities are taken, or a part of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionbuilding is taken.

Partial Taking. If any part of or interest in the Premises or the Shopping Center is so taken and the remaining part thereof or interest therein is, in Landlord's or Tenant's judgment, after Landlord makes repairs and alterations is reconstruction of the remaining Premises or Shopping Center, reasonably suitable, as reasonably determined by Landlord and Tenant, suitable for Tenant’s 's continued occupancy for the purposes and uses permitted by this Leasefor which the Premises are leased, then after giving written notice to the other party, this Lease shall, as to the part of the Premises so taken taken, terminate as of the date that possession of such part of the Premises is taken taken, and the Base Monthly Rental Fixed Minimum Rent then in effect shall be reduced in the same proportion that the floor area Gross Leasable Area of the portion of the Building so part taken (less any addition additions thereto by reason of any reconstruction) bears to the original floor area Gross Leasable Area of the BuildingPremises. Tenant Landlord shall, at its sole own cost and expense, make all necessary repairs or alterations to the Building remaining Premises and/or Shopping Center, so as to make constitute the remaining Premises (or the Building) a complete architectural unit, provided that (i) the cost of such work does not exceed the amount of the award available to Landlord as a result of the taking unless Tenant elects by written notice to pay for all excess costs or if Tenant does not so elect and pay, the Lease will terminate as of the date possession of the portion of the Premises is taken; and (ii) the scope of such work shall not exceed that done by Landlord in originally constructing the Building not taken a complete architectural unit in accordance with and/or the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion Premises. A just part of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder Fixed Minimum Rent shall be temporarily abated during such restoration period in proportion to the degree to which extent that such restoration substantially interferes with the conduct of Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, 's business in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionPremises.

Partial Taking. If (a) A "Partial Taking" constitutes any part Taking that is not extensive enough to constitute a Total Taking. In the event of a Partial Taking, Landlord agrees to restore and repair the remainder of the improvements on the Premises to provide sufficient improvements for the Tenant to conduct it's normal business operations thereon; provided, however, Landlord shall not be required to make expenditures for restoration to the remainder of the Premises that exceeds the amount of damages it received for the Partial Taking to the condemned portion of the Premises. Further, if and to the extent that Tenant's use of the Premises is taken and disrupted for more than five (5) business days as a result of any condemnation proceedings and/or any period for restoration necessitated hereunder by an condemnation, Tenant shall be entitled to an abatement of Annual Base Rent (or if applicable, Annual option Period Base Rent) to the remaining part after Landlord makes repairs and alterations extent its use is reasonably suitable, so disrupted until the Premises are restored as reasonably determined by provided herein. (b) Landlord and Tenant, for Tenant’s continued occupancy for Tenant agree that in the purposes and uses permitted by this Leaseevent of a Partial Taking, this Lease shallwill continue in full force and effect. Provided, as to however, the part so taken terminate as of Annual Base Rent (or, if applicable, the date Annual option Period Base Rent) required by this Lease will be re-computed and reduced by an amount that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to number of usable square feet of Building area which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days remains after the condemning authority Partial Taking to the number of usable square feet of Building Area which existed prior to the Partial Taking. Tenant shall have taken possessionnot be entitled to compensation or damages for the unexpired term of this Lease, however, Tenant shall be entitled to such compensation that is awarded to Tenant for it's trade fixtures, equipment, personal property and leasehold value (if any).

Partial Taking. If In case of a Taking (other than a Taking for temporary use of 365 days or less) of a portion of the Premises which does not result in termination of this Lease as provided in Section 20(b), this Lease shall continue in full force and effect as to the portion of the Premises remaining after the Taking, the minimum rent shall be abated in accordance with Section 20(f), and Tenant shall, whether or not any award paid to Tenant on account of such Taking shall be sufficient for the purpose, promptly commence or promptly cause the commencement of either the prompt removal of any remaining debris or hazardous conditions upon the remaining Premises or, at Tenant's option, Restoration of all or part of the Premises is taken and and/or new construction on the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for Premises consistent with the purposes and uses permitted by provisions of this Lease, this Lease shallin a first-class, as workmanlike manner, free and clear of all Liens other than Permitted Liens and in conformity with all Applicable Laws, Governmental Actions and Insurance Requirements then in effect. Prior to the part so taken terminate as commencement of Restoration, Tenant shall deliver to Landlord: (i) an estimate of the date cost of Restoration prepared by a licensed professional engineer or registered architect satisfactory to Landlord, (ii) evidence of access to funds sufficient to pay for such Restoration, or in the alternative, security satisfactory to Landlord that possession Restoration will be completed and paid for; provided that such will not be required if Tenant then has a net worth in excess of $50,000,000 in Current Dollars, (iii) evidence of all Governmental Actions required prior to such part commencement, and (iv) evidence of the insurance required under Section 21(b). To the extent that such Restoration involves Structural Alterations, Tenant shall also comply with Section 12. If the grade of any street abutting the Premises is taken changed, Tenant shall promptly do whatever is necessary to restore the Premises as nearly as practicable to their condition and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable utility immediately prior to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionchange.

Partial Taking. If any only a part of the Leased Premises is taken shall be subject to a Taking, but the balance of the Leased Premises can still be used for the same purpose and with substantially the remaining part after same utility to Tenant as immediately prior to such Taking, then this Lease shall not terminate and Landlord makes repairs shall repair and alterations is reasonably suitablerestore the Leased Premises and all improvements thereon, as reasonably determined except that Landlord shall not hereby be required to expend for repair and restoration any sum in excess of the award. Any portion of the award which has not been expended by Landlord and Tenantfor such repairing or restoration shall be retained by Landlord as Landlord’s sole property. Rent shall be equitably abated following delivery of possession to the condemning body. In addition, Rent shall be abated during any period in which the business operations in the Premises are ceased for TenantLandlord’s continued occupancy for restoration. Notwithstanding the purposes and uses permitted by this Leaseforegoing: (x) if fifty percent (50%) or more of the Building shall be so taken or condemned, then Landlord shall have the right to terminate this Lease shall, as by giving written notice to Tenant within sixty (60) days after such taking; and (y) if fifty percent (50%) or more of the part Building shall be so taken terminate as of the date that possession of such part of the Premises is taken or condemned and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears Leased Premises subject to such a taking or condemnation prevents Tenant from using the original floor area balance of the Building. Tenant shall, at its sole cost Leased Premises the same purpose and expense, make all necessary repairs or alterations to with substantially the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available same utility to Tenant any condemnation proceeds it receives which are allocable as immediately prior to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoingTaking, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord then Tenant may terminate this Lease as of the date that the condemning authority takes possession by delivery of giving written notice of such election to Landlord within twenty sixty (2060) days after Landlord has been notified such taking. In such event, the award shall be paid to or be the sole property of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionLandlord.

Partial Taking. If any part more than fifteen percent (15%) of the Rentable Area of the Leased Premises is taken and or appropriated by the remaining part after Landlord makes repairs and alterations is reasonably suitablepower of eminent domain, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shallat the option of either party, as may be terminated by written notice given to the part so taken terminate other party not more than thirty (30) days after Landlord and Tenant receive written notice of the taking or appropriation, and such termination shall be effective as of the date that possession Tenant is required to vacate the portion of the Leased Premises so taken. If more than ten percent (10%) of the Common Area of the Bank of America Building is taken by the power of eminent domain, then Landlord, at its option, may terminate this Lease by written notice given to Tenant within sixty (60) days of the date of such part taking. If this Lease is so terminated, all Rent, Additional Rent and Other Charges due hereunder shall be paid to the date of termination. Whenever any portion of the Leased Premises or Common Area is taken by the power of eminent domain and this Lease is not te1minated, Landlord, at its expense, shall proceed with reasonable dispatch to restore, to the Base Monthly Rental extent that it is reasonably prudent, the remainder of the Leased Premises and Common Area to their condition immediately prior to such taking, and Tenant, at its sole expense, shall proceed with reasonable dispatch to restore the fixtures and improvements installed by Tenant and Tenant’s furniture, furnishings, and equipment to the same condition they were in immediately prior to such taking. From the date Tenant is required to vacate that portion of the Leased Premises so taken, the Rent and Additional Rent payable hereunder shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area Rentable Area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations Leased Premises prior to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessiontaking.

Partial Taking. If any part a portion of the Premises is taken condemned and Section 17.2 does not apply, the remaining part after Landlord makes Lease shall continue on the following terms: 17.1.1 Lessor shall be entitled to all of the proceeds of condemnation, and Lessee shall have no claim against Lessor as a result of the condemnation. 17.1.2 Lessor shall proceed as soon as reasonably possible to make such repairs and alterations is reasonably suitable, to the Premises as are necessary to restore the remaining Premises to a condition as comparable as reasonably determined practicable to that existing at the time of the condemnation; provided, however, Lessor shall not be obligated to expend more than the proceeds of condemnation received by Landlord and TenantLessor; further provided, for Tenant’s continued occupancy however, if any lender with a security interest in the Premises does not consent to the use of the condemnation proceeds for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as repair or restoration of the Premises, Lessor may elect to treat the condemnation as a total taking and the provisions of Section 17.2 shall apply. 17.1.3 After the date that possession of such part on which title vests in the condemning authority or an earlier date on which alterations or repairs are commenced by Lessor to restore the balance of the Premises is taken and in anticipation of taking, the Base Monthly Rental rent shall be reduced in proportion to the same proportion that the floor area reduction in value of the Premises as an economic unit on account of the partial taking. 17.1.4 If a portion of Lessor 's property not included in the Premises is taken, and severance damages are awarded on account of the Premises, or an award is made for detriment to the Premises as a result of activity by a public body not involving a physical taking of any portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears Premises, this shall be regarded as a partial condemnation to which Sections 17.1.1 and 17.1.3 apply, and the rent shall be reduced to the original floor area extent of reduction in rental value of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so Premises as to make the though a portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has had been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionphysically taken.

Partial Taking. If any part taking under the power of the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined eminent domain by a public or private authority or any conveyance by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as in lieu thereof shall result in: (a) any reduction of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the Buildings; (b) a taking of a portion of the Building so taken access roads to the Premises which, in Tenant’s discretion, impedes or interferes with access to the Premises or affects the conduct of Tenant’s business as theretofore conducted at the Premises; (less any addition thereto by reason c) the reduction of the parking serving the Premises; (d) the closing of any reconstruction) bears entrance or exit to the original floor area of the Building. Premises; or (e) a material effect on Tenant’s ability to operate its business; (f) then Tenant shallmay, at its sole cost and expenseelection, make all necessary repairs terminate this Lease by giving Landlord notice of the exercise of Tenant’s election within sixty (60) days after Tenant shall receive actual written notice of such taking or alterations conveyance. In the event of termination by Tenant under the provisions of this Section 24.2, this Lease shall terminate on the date of such taking, subject to the Building so as right of Tenant, at its election, to make continue to occupy the portion of the Building not taken a complete architectural unit in accordance with Premises, subject to the terms and provisions of Section 19.4this Lease, Landlord for all or such part, as Tenant may determine, of the period between the date of such taking and the date when possession of the Premises shall make available be taken by the appropriating authority. In the event of any such termination, this Lease shall be of no further force or effect and neither party hereto shall have any further rights, duties, or liabilities hereunder other than those rights, duties and liabilities which have arisen or accrued hereunder prior to the effective date of such termination. Notwithstanding anything in the foregoing to the contrary, if any condemnation award to Tenant for any condemnation proceeds it receives which are allocable to such portion taking would be reduced by the termination of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease with respect to a taking, as of hereinabove set forth, then Tenant may elect to keep this Lease in full force and effect so as to obtain the date that highest possible award from the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionauthority.

Partial Taking. If a part of the Leased Premises, shall be so taken, then Landlord shall give Tenant prompt written notice thereof and the part so taken shall no longer constitute part of the Leased Premises, but this Lease shall continue in force and effect as to the part not so taken; provided, however, that Tenant may elect to terminate this Lease (a) if a partial taking is more than ten percent (10%) of the Leased Premises, and if, in the good faith judgment of Tenant, the remaining portion of the Leased Premises cannot be economically and practicably used by Tenant for the conduct of its business as conducted immediately prior to the taking, or (b) if a partial taking has a material adverse effect upon the means of access to the Leased Premises, the entrances or lobbies of the Buildings or the number of parking spaces reasonably available to Tenant, unless Landlord shall have provided reasonable substitutes therefore. Tenant shall give notice of any election to terminate to Landlord not later than sixty (60) days after notice of such taking is given by Landlord to Tenant, which notice shall describe in reasonable detail the premises subject to said condemnation. Upon the date specified in Tenant's notice (which shall not be more than one hundred eighty (180) days after that notice), the term of this Lease shall terminate and, subject to a proration and apportionment of Annual Rental, additional rental and other sums due hereunder as of the Date of Taking and such termination date, as applicable no further rent shall be due hereunder. Upon a partial taking and the term of this Lease continuing in force as to any part of the Premises is taken and Leased Premises, the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Annual Rental or any additional rental shall be reduced in proportionately based upon the same proportion that the floor area part or parts of the portion of the Building Leased Premises so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionreplaced.

Partial Taking. If any part a portion of the Premises is should be taken and by a governmental authority, corporation or other entity under the remaining part after Landlord makes repairs and alterations is reasonably suitableright of eminent domain, as reasonably determined by Landlord and Tenantcondemnation, for Tenant’s continued occupancy for pursuant to the purposes and uses permitted by this LeaseGround Lease or similar right, this Lease shall, Sublease shall nevertheless continue in effect as to the part remainder of the Premises unless, in Ground Lessor's judgment, so much of the Premises shall have been taken so as to make it economically unsound to use the remainder of the Premises for the uses and purposes contemplated by this Sublease. If the Ground Lessor determines that so much of the Premises has been taken as to make it economically unsound to use the remainder of the Premises for the uses and purposes contemplated by this Sublease, this Sublease shall terminate as of the date that of the taking of possession by the condemning authority, and all Base Rent, additional rent and other charges payable by Tenant hereunder shall be apportioned and paid to the date of such part taking. In the event of a partial taking where this Sublease is not terminated, then to the extent of the condemnation proceeds received by Landlord, Landlord shall proceed promptly to restore the remaining portion of the Premises is taken to a safe integral unit resembling, so far as practicable, the Premises prior to such taking, and the Base Monthly Rental Rent, additional rent and other charges payable by Tenant hereunder during the remainder of the Sublease Term after taking of possession by the condemning authority shall be reduced in on a just and proportionate basis having due regard for the same proportion that the floor area relative value and square footage of the portion of the Building so Premises thus taken (less any addition thereto as compared to the remainder thereof and taking into consideration the extent, if any, to which Tenant's use of the remainder of the Premises shall have been impaired or interfered with by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionpartial taking.

Partial Taking. If a portion of the Premises and/or the Outside Area serving the Premises is condemned and Paragraph 13.2 does not apply, this Lease shall continue on the following terms: 13.1.1 Landlord shall be entitled to all of the proceeds of condemnation, and Tenant shall have no claim against Landlord as a result of the condemnation. Tenant shall, however, be entitled to make a separate claim for moving and relocation expenses and other damages suffered by Tenant, and Landlord agrees to reasonably cooperate, at no additional cost to Landlord, with Tenant to the extent such claim must be submitted with those of Landlord provided that in no event shall Landlord’s award be reduced by any part claim made by Tenant. 13.1.2 Landlord shall proceed as soon as reasonably possible to make such repairs and alterations to the Premises as are necessary to restore the remaining Premises and/or the remaining Outside Area serving the Premises to a condition as comparable as reasonably practicable to that existing at the time of condemnation. Landlord need not incur expenses for restoration in excess of the amount of condemnation proceeds received by Landlord after payment of all reasonable costs, expenses and attorneys’ fees incurred by Landlord in connection therewith. 13.1.3 Rent shall be abated during the period of restoration to the extent the Premises are not reasonably usable by Tenant for the use permitted by Paragraph 6.1, and rent shall be reduced for the remainder of the Lease Term in an amount equal to the reduction in rental value of the Premises caused by the taking. 13.1.4 If more than fifty percent (50%) of the rentable square feet of the Premises is taken and subject to condemnation, or if access to the remaining part after Landlord makes repairs and alterations Premises is reasonably suitablesubstantially impaired, as reasonably determined by Landlord and Tenantin each case for a period in excess of one hundred eighty (180) days, for Tenant’s continued occupancy for Tenant shall have the purposes and uses permitted by this Lease, option to terminate this Lease shall, as to the part so taken terminate effective as of the date that possession of initial occupancy by the condemning authority and any such part of the Premises is taken and the Base Monthly Rental award shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit distributed in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionParagraph.

Partial Taking. If less than Substantially all of the Premises shall be so taken (a “Partial Taking”), this Lease and the Term shall continue as to the portion of the Premises remaining without diminution of any of Tenant’s obligations hereunder, but the Base Rent shall be changed (subject to increase as provided in ARTICLE XXVIII) to the Base Rent reduced by the percentage of usable area of the Premises taken. Tenant, whether or not the award or awards, if any, shall be sufficient for the purpose shall (subject to Unavoidable Delays) proceed diligently to Restore any remaining part of the Premises is not so taken so that the latter shall be a complete, operable, and self-contained architectural unit in good condition and repair in conformity with this Land. In the remaining part after Landlord makes repairs and alterations is reasonably suitableevent of any taking pursuant to this Section 17.2, as reasonably determined by the entire award shall be paid to Landlord and TenantTenant in accordance with Section 17.3, except that if such balance shall be less than the Threshold Amount, such balance shall be payable, in trust, to Tenant for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as application to the part so taken terminate as cost of Restoration of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building not so taken (less any addition thereto by reason of any reconstruction) bears taken. Subject to the original floor area of the Building. Tenant shallprovisions and limitations in this ARTICLE XVII, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord Depository shall make available to Tenant any condemnation proceeds it receives which are allocable to such as much of that portion of the Building award actually received and held by Depository, if any, less all necessary and proper expenses paid or incurred by Depository, the Leasehold Mortgagee most senior in lien, and Landlord in the condemnation proceedings, as may be necessary to pay the cost of Restoration of the part of the Premises remaining. Such Restoration shall be done in accordance with and subject to the terms and provisions of Section 19.4ARTICLE XVI. Base Monthly Rental due and payable hereunder Payments to Tenant as aforesaid shall be temporarily abated during such restoration period disbursed in proportion the manner and subject to the degree to which Tenant’s use of Premises is impairedconditions set forth in ARTICLE XVI. Notwithstanding the foregoing, if more than twenty-five percent (25%) Any balance of the square footage award held by Depository and any cash and the proceeds of any security deposited with Depository remaining after completion of the Building is taken or sold under such threat, Landlord may terminate this Lease as Restoration shall be paid to Tenant. Each of the date parties shall execute any and all documents that the condemning authority takes possession may be reasonably required in order to facilitate collection by delivery of written notice them of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionawards.

Partial Taking. If any part portion of the Premises any Leased Property is taken and by Condemnation, this Lease shall remain in effect as to such Leased Property if the remaining part after Landlord makes repairs and alterations Facility(ies) located thereon is reasonably suitable, not thereby rendered Unsuitable For Its Primary Intended Use as reasonably determined by Landlord and TenantLandlord, for Tenant’s continued occupancy for but if the purposes and uses permitted by this LeaseFacility(ies) is/are thereby rendered Unsuitable For Its Primary Intended Use, this Lease shallshall terminate as to such Leased Property on the Date of Taking, in which event the provisions of SECTION 17.9 governing the deletion of one or more Leased Properties from this Lease upon a Condemnation shall apply. If, as a result of any such partial taking by Condemnation, this Lease is not terminated as provided above, Tenant's obligation to make payments of Rent and to pay all other charges required under this Lease shall remain unabated during the part so taken terminate as of Term notwithstanding such Condemnation, provided the date that possession of such part of the Premises is taken and the Base Monthly Rental Fixed Rent shall be reduced proportionally based on the number of Units, if any, taken in such Condemnation. In the event of any partial taking by Condemnation of any Leased Property, the entire Award shall belong to and be paid to Landlord, except that, subject to the rights of any Facility Mortgagees, Tenant shall be entitled to receive from the Award, if and to the extent such Award specifically includes such item, the following: (i) a sum specifically attributable to Tenant's Personal Property and any reasonable removal and relocation costs included in the same proportion that the floor area of the portion of the Building so taken Award; and (less any addition thereto by reason of any reconstructionii) bears a sum specifically attributable to the original floor area cost of restoring the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit Leased Property in accordance with SECTION 16.4 hereof; and (iii) a sum specifically attributable to the terms interruption of business operations, which sum, if and provisions of Section 19.4to the extent received by Landlord, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion credited against payments of Rent and other charges due from Tenant to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold Landlord under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionLease.

Partial Taking. If any part In the event of a Partial Taking, this Lease and the Term shall continue, but only with respect to that portion of the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and not so taken. Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs whether or alterations not the award or awards, if any, shall be sufficient for the purpose, but provided that the award is equal to at least ninety percent (90%) of the cost of Restoration, shall proceed diligently to restore any remaining part of the Improvements not so taken. In the event of any taking or condemnation as provided in this Section 12.03 for a Partial Taking, the entire award (i.e., the aggregate of the separate awards to Landlord and Tenant, as the case may be) shall be paid to Landlord. Subject to the Building so as to make the portion of the Building not taken a complete architectural unit provisions and limitations in accordance with the terms and provisions of Section 19.4this Article, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such as much of that portion of the Building award actually received and held by Landlord, if any, less necessary and proper expenses paid or incurred by Landlord in the condemnation proceedings, as may be necessary to pay the cost of Restoration of the part of the Improvements remaining. Such Restoration shall be done in accordance with and subject to the terms and provisions of Section 19.4Articles 11 and 16 hereof. Base Monthly Rental due and payable hereunder Payments to Tenant as aforesaid shall be temporarily abated during such restoration period disbursed in proportion to the degree to which Tenant’s use of Premises is impairedmanner set forth in Article 11 hereof. Notwithstanding the foregoing, if more than twenty-five percent (25%) Any balance of the square footage award thereafter remaining shall be paid first to Landlord in respect of its interest in the portion of the Building is taken or sold under such threatPremises (exclusive of Equipment and the Vessels) so taken, Landlord without deduction therefrom for any estate vested in Tenant by this Lease, and the remainder then shall be paid to Tenant. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ agree to execute any and all documents that may terminate this Lease as be required in order to facilitate collection by them of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessiontheir respective awards.

Partial Taking. If less than substantially all of any part Site shall be taken for public or quasi-public purposes, Tenant shall promptly, at its sole cost and expense, restore, repair, replace or rebuild the improvements so taken in conformity with the requirements of paragraph 9 of this Lease as nearly as practicable to the condition, size, quality of workmanship and market value thereof immediately prior to such taking, without regard to the adequacy of any condemnation award for such purpose. There shall be no abatement of Rent during any such period of restoration. In performing its obligations, Tenant shall be entitled to all condemnation proceeds made available to Landlord for restoration or repair of the Premises is taken under the same terms and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, conditions for Tenant’s continued occupancy disbursement set forth for the purposes and uses permitted by casualty proceeds in paragraph 10 of this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of including such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto proceeds being made available by reason of any reconstruction) bears to the original floor area of the BuildingMortgagee. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to negotiate and, if necessary, litigate, the Building so as to make the portion amount of the Building not taken a complete architectural unit award, and Landlord shall have the right to participate in accordance with the terms such process, and provisions of Section 19.4if Tenant fails to diligently prosecute such efforts, Landlord shall make may (at its option) take control of the process. Any condemnation proceeds in excess of the amounts as are made available to Tenant any condemnation proceeds it receives which are allocable to such portion for restoration or repair of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder Premises shall be temporarily abated during such restoration period the sole and exclusive property of Landlord. Tenant shall have the right to participate in proportion condemnation proceedings with Landlord, and shall be entitled to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that receive any award made by the condemning authority takes possession by delivery in respect of written notice of such election within twenty (20) days after Landlord has been notified of the taking business loss or, if available, business relocation and any other claim permitted by law which does not, in the absence thereofany such case, within twenty (20) days after the condemning authority shall have taken possessiondiminish Landlord’s recovery.

Partial Taking. If any only a part of the Leased Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined for any public or quasi-public use or improvement by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Leasevirtue of eminent domain, this Lease shall, shall remain in effect as to the part so taken terminate as of the date that possession of such part of the Leased Premises is not taken (unless so much of the Leased Premises shall be so taken as to render the balance, in the sole discretion of Lessee, unsuitable for use by Lessee for the uses and purposes contemplated, in which event this Lease shall terminate as provided in Section 6.1, Lessor and Lessee shall together make a single claim for their combined interests in the portion taken, and the Base Monthly Rental award obtained shall be divided pursuant to Section 6.1 hereof), but the rentals shall be reduced in during the same proportion that unexpired portion of this Lease on a just and proportionate basis having due regard to the floor area relative value of the portion of the Building Leased Premises so taken (less any addition thereto as compared to the remainder thereof and taking into consideration the extent, if any, to which Lessee's use of the remainder of the Leased Premises shall have been impaired or interfered with by reason of any reconstruction) bears to the original floor area of the Buildingsuch partial taking. Tenant shallLessee, at its sole cost and expenseoption, make all necessary repairs may restore or alterations to the Building so as to make repair the portion of the Building improvements, if any, then on the Leased Premises not taken a complete architectural unit by such condemnation. If no restoration is involved, the award shall be divided in accordance with Section 6.1. In the terms event that Lessee elects to restore or repair, Lessor and provisions Lessee shall together make one claim for their combined interests in the Leased Premises and the net award (after deduction of Section 19.4reasonable fees and expenses of collection, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms including, but not limited to, reasonable attorneys and provisions of Section 19.4. Base Monthly Rental due and payable hereunder experts fees) shall be temporarily abated during such restoration period in proportion paid as follows: (a) Lessee shall receive an amount equal to the degree to which Tenant’s use cost of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent restoration or repair. (25%b) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority Any remaining award shall have taken possessionbe divided equally.

Partial Taking. If any part (a) In the event more than twenty-five (25%) percent of the total square footage of floor area of the Premises is taken and under the remaining part after Landlord makes repairs and alterations is reasonably suitablepower of eminent domain by any public or quasi-public authority, as reasonably determined or if by Landlord and Tenantreason of any appropriation or taking, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as regardless of the date that possession of such part amount so taken, the remainder of the Premises is taken and not one undivided parcel of property, either Landlord or Tenant shall have the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears right to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that Tenant is required to vacate a portion of the condemning authority takes possession by delivery of written Premises upon giving notice in writing of such election within twenty thirty (2030) days after receipt by ▇▇▇▇▇▇ from Landlord has of written notice that said Premises have been notified so appropriated or taken. In the event of such termination, both Landlord and Tenant shall thereupon be released from any liability thereafter accruing hereunder. ▇▇▇▇▇▇▇▇ agrees immediately after learning of any appropriation or taking to give to Tenant notice in writing thereof. If both Landlord and Tenant elect not to so terminate this Lease, Tenant shall remain in possession of the portion of the Premises which shall not have been appropriated or taken as herein provided. (b) In the event that this Lease is not terminated after any partial taking oras described above, then Landlord agrees at Landlord's cost and expense as soon as reasonably possible to restore the Leased Premises to a complete unit of as like quality and character as possible, in view of the absence thereoftaking, within twenty (20) days after as existed prior to such appropriation or taking; and thereafter the condemning authority Base Rent and Additional Rent and other expenses paid by Tenant shall have taken possessionbe reduced on the basis of the relation which the area of space remaining bears to the total area of the Leased Premises prior to such taking. Landlord shall be entitled to receive the total award or compensation in such proceedings.

Partial Taking. If any part less than substantially all of the Premises is shall be taken for any public or quasi-public use under the power of eminent domain or by purchase under threat of condemnation by any governmental agency, or if any appurtenances of the Premises or any vaults or areas outside the boundaries of the Premises or rights in, under or above the streets adjoining the Premises or the rights and benefits of light, air or access from or to such streets, shall be so taken, or the grade of any such streets shall be changed, in any such case in a manner that the remaining part after Landlord makes repairs portion of the Premises can be adapted and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy economically operated for the purposes and uses permitted by this Leasein substantially the same manner as it was operated prior thereto in Tenant's good faith business judgment, Tenant shall give prompt notice thereof to Landlord, this Lease shall, shall continue in full force and effect and Base Rent shall be equitably reduced by an amount which bears the same ratio to the Basic Rent payable immediately prior to such taking as to the part so taken terminate as value of the date that possession Land after taking bears to fair market value of Land immediately prior to such part taking. Tenant shall proceed, with reasonable diligence, to 12 perform any necessary repairs and to restore the Premises to an economically viable unit in strict accordance with all Legal Requirements, and as nearly as possible to the condition the Premises was in immediately prior to such taking. The Condemnation Proceeds shall be paid to Tenant or as Tenant may direct (subject to the rights of any Mortgagee) as the restoration of the Premises is taken and progresses, to pay or reimburse Tenant for the Base Monthly Rental shall be reduced cost of such restoration in the same proportion that the floor area of the event Tenant's award is insufficient. Any portion of the Building Condemnation Proceeds not so taken used for such restoration shall be paid to Tenant (less any addition thereto by reason subject to the rights of any reconstructionMortgagee) bears to the original floor area extent that it is attributable to Tenant's personal property or the Improvements (or that of the Building. Tenant shallits invitees, at its sole cost agents or Subtenants) and expense, make all necessary repairs or alterations to Landlord to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds extent that it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion is attributable to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionLandlord's Estate.

Partial Taking. If any part of the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable(a) Tenant may, as reasonably determined by Landlord and Tenantat its election, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, terminate this Lease shallupon the occurrence of any condemnation, as to the part so taken terminate as or conveyance in lieu of the date that possession condemnation, which affects: (i) five percent (5%) or more of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the Building; (ii) ten percent (10%) or more of the parking areas of the Premises; or (iii) any portion of the Building so taken (less any addition thereto Premises whose condemnation would materially affect ingress to and egress from the Premises if substantially equivalent ingress and egress is not promptly obtained by reason of any reconstruction) bears Landlord and made available to the original floor area of the BuildingTenant. Tenant shallshall give Landlord notice of Tenant's election within thirty (30) days after Tenant shall receive notice of such pending condemnation. If Tenant fails to give Landlord such written notice within such thirty (30) day period, Tenant shall be conclusively deemed to have elected not to terminate this Lease. Notwithstanding any termination of this Lease by Tenant hereunder, Tenant, at its sole cost and expenseelection, make all necessary repairs or alterations may continue to occupy the Building so as Premises, subject to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4this Lease, Landlord for all or such part, as Tenant may reasonably determine, for the period between the date of such taking and the date when possession of the Premises shall make available be taken by the appropriate authority. (b) Notwithstanding anything to Tenant the contrary set forth herein: (i) if any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding condemned or conveyed in lieu of such condemnation during the foregoing, if more than twenty-five percent last two (25%2) years of the square footage of the Building is taken term hereof, then either Tenant or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of upon thirty (30) days written notice to the other party; provided, however, that any such notice of such election within twenty (20) days after termination by Landlord has been notified of the taking orshall be ineffective, and this Lease shall remain in the absence thereoffull force and effect, if Tenant, within twenty (20) days after the condemning authority shall have taken possession.thirty

Partial Taking. (a) If any part title to less than the whole of the Premises Leased Property is taken condemned, and the remaining part after Landlord makes repairs Leased Property is still suitable for its Primary Intended Use, and alterations not Uneconomic for its Primary Intended Use, or if Lessor is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, entitled but elects not to terminate this Lease as provided in Section 15.3, then Lessor or, at Lessor's cost and election, Lessee shall, as with all reasonable dispatch and to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion extent that the floor area of Award, together with any amount provided by Lessor at its discretion, is sufficient therefor and is made available to Lessee without any contribution from Lessee, restore the untaken portion of the Building any Leased Improvements so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken that such Leased Improvements constitute a complete architectural unit in accordance with of the terms same general character, quality, and provisions condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. Lessor shall contribute to the cost of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable restoration that part of its Award specifically allocated to such portion restoration, if any, together with severance and other damages awarded for the taken Leased Improvements; provided, however, that the amount of such contribution shall not exceed such cost. (b) In the Building event of a partial Taking as described in accordance with Section 15.5(a), which does not result in a termination of this Lease by Lessor, the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder Rent, as applicable, shall be temporarily abated during such restoration period in proportion the manner and to the degree extent that is fair, just and equitable to which Tenant’s use both Lessee and Lessor, taking into consideration, among other relevant factors, the number of Premises is impairedusable rooms, the amount of square footage, or the revenues affected by such partial Taking. Notwithstanding If Lessor and Lessee are unable to agree upon the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice amount of such election abatement within twenty thirty (2030) days after Landlord has been notified of such partial Taking, the taking or, matter shall be submitted to Arbitration as provided for in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionArticle XXXVIII hereof.

Partial Taking. If any In the event of a Taking of only a part of the Premises is taken or of a part of the Building which does not constitute a Total Taking during the Lease Term (a "Partial Taking"), the rights of Tenant under this Lease and the remaining part after Landlord makes repairs leasehold estate of Tenant in and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so portion of the property taken shall cease and terminate as of the date that possession Date of such part of Taking, and an adjustment to the Premises is taken and the Base Monthly Rental Rent shall be made based upon the reduced in the same proportion that the floor area of the Premises. In the event of a Taking of a material portion of the Building so taken (less any addition thereto by reason of any reconstructionother than the Premises) bears to the original floor area of such that, in Landlord's reasonable opinion, the Building. Tenant shall, at its sole cost and expense, make all necessary repairs ’s continued operation is not practically or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threateconomically feasible, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written giving notice of such election to Tenant within twenty ninety (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (2090) days after the condemning authority date notice of such Taking is received by Landlord. If this Lease is terminated pursuant to this Section 7.2, Landlord shall refund to Tenant any prepaid unaccrued Rent and any other sums due and owing to Tenant (less any sums then due and owing Landlord by Tenant), and Tenant shall pay to Landlord any remaining sums due and owing Landlord under this Lease, each prorated as of the Date of Taking where applicable. If this Lease is not terminated as provided for in this Section 7.2, Landlord at its expense shall promptly repair and restore the Building and/or the Premises to substantially the same condition that existed immediately prior to the Date of Taking, wear and tear only excepted (and Landlord shall have taken possessionno obligation to repair or restore Tenant's improvements to the Premises or Tenant's property), except for the part taken, so as to render the Building as complete an architectural unit as practical, but only to the extent of the condemnation award actually received by Landlord for the damage.

Partial Taking. (a) If any part title to less than the whole of or substantially all of the Premises Leased Property is taken condemned, and the remaining part after Landlord makes repairs Leased Property is still Suitable for its Primary Intended Use, and alterations not Uneconomic for its Primary Intended Use, or if Lessee or Lessor is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as entitled but neither elects to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as provided in Section 15.3, the Lessor or, at Lessor’s election, Lessee shall with all reasonable dispatch and to the extent the Holder permits the application of the date Award thereof and the Award is sufficient therefore, restore the untaken portion of the Leased Property so that such Leased Property contains the same architectural units of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Property existing immediately prior to the Condemnation and this Lease shall remain in full force and effect. Lessee and Lessor, if permitted by any Holder, shall each contribute to the cost of restoration that part of its Award specifically allocated to such restoration, if any, together with severance and other damages awarded for the taken Leased Property; provided, however, that the condemning authority takes possession by delivery of written notice amount of such election contributions shall not exceed such cost. (b) In the event of a partial Taking as described in Section 15.5(a) which does not result in a termination of this Lease by Lessor, the Base Rent shall be adjusted in the manner and to the extent that is fair, just and equitable to both Lessee and Lessor, taking into consideration, among other relevant factors, the number of usable rooms, the amount of square footage, or the revenues affected by such partial Taking. If Lessor and Lessee are unable to agree upon the amount of such abatement within twenty thirty (2030) days after Landlord has been notified of such partial Taking, the taking or, matter shall be submitted to arbitration as provided for in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionSection 38.2 hereof.

Partial Taking. If any part of the Premises Premises, or the parking and access rights granted hereby not being sufficient for Tenant's use, or Common Area, is taken for any public or quasi-public use under any statute or by right of eminent domain and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, suitable for Tenant’s 's continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken taken, terminate as of the date that possession of such part of the Premises or Common Area is taken and the Base Monthly Rental Rent and Additional Rent shall be reduced reduce in the same proportion that the floor area of the portion of the Building Premises so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the BuildingPremises, as reasonably determined by Landlord or Landlord's Architect. Tenant Landlord shall, at its sole own cost and expense, make all necessary repairs or alterations alternations to the Building Premises so as to make the portion of the Building Premises not taken a complete architectural unit unit. Such work shall not, however, exceed the scope of the work done by Landlord in accordance with originally constructing the terms and provisions of Section 19.4, Landlord shall make Premises including Tenant Improvements under this Lease. If severance damages from the condemning authority are not available to Tenant any condemnation proceeds it receives which are allocable Landlord in sufficient amounts to permit such portion of the Building in accordance with the terms restoration, landlord may terminate this Lease upon Notice to Tenant. Monthly Rent and provisions of Section 19.4. Base Monthly Rental Additional Rent due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which there is substantial interference with Tenant’s 's use of Premises is impairedthe Premises, as reasonably determined by Landlord or Landlord's Architect. Notwithstanding Each party hereby waives the foregoing, if more than twenty-five percent (25%) provisions of Section 1265.130 of the square footage California Code of Civil Procedure and any present or future law allowing either party to petition the Superior Court to terminate this Lease in the event of a partial taking of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionPremises.

Partial Taking. If any part a portion of the Premises Site is condemned and Section B.12 TOTAL TAKING does not apply, the Agreement shall continue on the following terms: 12.1 Lessor shall be entitled to all of the proceeds of condemnation and ▇▇▇▇▇▇ shall have no claim against ▇▇▇▇▇▇ as a result of the condemnation. 12.2 Lessor shall proceed as soon as reasonably possible to make such repairs and alterations to the Site as reasonably practicable to return the Site to its condition existing at the time of the condemnation, but in no event shall Lessor be liable for repairs in excess of condemnation proceeds awarded to and received by ▇▇▇▇▇▇. The Lessor may, but shall not be required to, perform alterations prior to the actual taking after the portion to be taken has been finally determined. Rent shall be abated to the extent the Site is untenable during the period of alteration and repair. 12.3 After the date on which title vests in the condemning authority or an earlier date on which alterations or repairs are commenced by Lessor to restore the balance of the Site in anticipation of taking, the rent, if applicable, shall be reduced commensurately with the reduction in value of the leased Site as an economic unit on account of the partial taking. If the parties are unable to agree upon the amount of the reduction of rent, the amount shall be determined by arbitration. 12.4 If a portion of the Lessor's Property not included in the leased Site is taken and severance damages are awarded on account of the remaining part after Landlord makes repairs and alterations leased Site, or an award is reasonably suitable, made for detriment to the leased Site as reasonably determined a result of change of grade of adjacent streets or other activity by Landlord and Tenant, for Tenant’s continued occupancy for a public body not involving a physical taking of any portion of the purposes and uses permitted by this Leaseland, this Lease shallshall be regarded as a partial condemnation of which subparagraphs (A) and (C) of "Partial Taking" above apply, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental rent, if applicable, shall be reduced in to the same proportion that the floor area extent of diminution of value of the Site as though a portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has had been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionphysically taken.

Partial Taking. If any only a part of the Leased Premises is shall be so taken and the remaining part after Landlord makes repairs and alterations is reasonably suitableor condemned, and, as reasonably determined by Landlord and Tenanta result thereof, for Tenant’s continued occupancy the balance of the Leased Premises can be used for the purposes and uses permitted by this Leasesame purpose as expressed in Article II, this Lease shallshall not terminate, as to and Tenant shall repair and restore the part so taken terminate as of Leased Premises and all improvements thereon at the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion expense of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4Tenant; provided, however, that Landlord shall make available pay to Tenant any condemnation proceeds it receives which are allocable to Tenant, after the Leased Premises have been repaired and restored, such portion of the Building in accordance with Award which has been specifically allocated for and has been paid to Landlord by the terms condemning authority for the repair and provisions restoration of Section 19.4the Leased Premises. Base Monthly Rental due and payable hereunder Rent shall be temporarily equitably abated during following such restoration period taking. Any Award shall be paid to and be the sole property of Landlord, but nothing herein shall preclude Tenant from claiming and recovering from the condemning authority, but not from the Landlord, such compensation as may be separately awarded or recoverable by Tenant in proportion Tenant’s own right on account of any and all damage to Tenant’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, leasehold improvements and equipment. Notwithstanding anything herein to the degree contrary, Tenant shall have the right to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of if the date that partial taking results in there being inadequate parking for the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of Leased Premises or the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessiondrive thru facilities are taken.

Partial Taking. If any part In the event of a permanent Taking of ten percent (10%) of the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor usable area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to in the Building so as to make the portion event of a Taking resulting in a reduction of twenty percent (20%) or more of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, automobile parking spaces (unless Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent provides within ninety (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (2090) days after the condemning authority Taking adequate and sufficient additional contiguous parking areas in substitution therefor), Tenant may elect to terminate this Lease by giving notice of termination to Landlord on or before the date which is ninety (90) days after receipt by Tenant of notice that the Taking or denial or diminishing of access shall have taken possessionoccurred. Any notice of termination shall state the date of termination, which date of termination shall be not more than thirty (30) days after the date on which such notice of termination is given to Landlord, and (i) upon the date specified in such notice of termination this Lease and the term hereof shall cease and expire, and (ii) any Minimum Rent or Additional Rent due hereunder, paid in advance, for a period after such date of termination shall be refunded by Landlord to Tenant. Upon said termination, Landlord and Tenant shall be relieved of and released from all further obligations thereafter to accrue hereunder; but such termination shall, in no event, relieve or release either party from any liability to the other which has accrued prior to the termination of this Lease, including, but not limited to, Landlord's obligation to pay to Tenant all or any portion of Landlord's Contribution (as defined in Paragraph 13, above) for costs and expenses incurred by Tenant prior to termination to which Tenant may be entitled in accordance with that Paragraph.

Partial Taking. If any part more than fifteen percent (15%) of the Rentable Area of the Leased Premises is taken and or appropriated by the remaining part after Landlord makes repairs and alterations is reasonably suitablepower of eminent domain, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shallat the option of either party, as may be terminated by written notice given to the part so taken terminate other party not more than Thirty (30) days after Landlord and Tenant receive written notice of the taking or appropriation, and such termination shall be effective as of the date that possession Tenant is required to vacate the portion of the Leased Premises so taken. If more than ten percent (10%) of the Common Area of the Bank of America Building is taken by the power of eminent domain, then Landlord, at its option, may terminate this Lease by written notice given to Tenant within sixty (60) days of the date of such part taking. If this Lease is so terminated, all Rent, Additional Rent and Other Charges due hereunder shall be paid to the date of termination. Whenever any portion of the Leased Premises or Common Area is taken by the power of eminent domain and this Lease is not te1minated, Landlord, at its expense, shall proceed with reasonable dispatch to restore, to the Base Monthly Rental extent that it is reasonably prudent, the remainder of the Leased Premises and Common Area to their condition immediately prior to such taking, and Tenant, at its sole expense, shall proceed with reasonable dispatch to restore the fixtures and improvements installed by Tenant and Tenant’s furniture, furnishings, and equipment to the same condition they were in immediately prior to such taking. From the date Tenant is required to vacate that portion of the Leased Premises so taken, the Rent and Additional Rent payable hereunder shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area Rentable Area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations Leased Premises prior to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessiontaking.

Partial Taking. If any part less than substantially all of the Premises is shall be taken for public or quasi-public purposes, Tenant will promptly, at its sole cost and expense, restore, repair, replace or rebuild the remaining part after Landlord makes repairs and alterations is reasonably suitable, improvements so taken in conformity with the requirements of paragraph 9 as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, nearly as practicable to the part so taken terminate as condition, size, quality of workmanship and market value thereof immediately prior to such taking, without regard to the date that possession adequacy of any condemnation award for such part purpose. There shall be no abatement of Rent during such period of restoration. In performing its obligations, Tenant shall be entitled to all condemnation proceeds available to Landlord for restoration or repair of the Premises is taken and the Base Monthly Rental shall be reduced in under the same proportion that the floor area of the portion of the Building so taken (less any addition thereto terms and conditions for disbursement set forth for casualty proceeds in paragraph 10 hereof, including such proceeds being made available by reason of any reconstruction) bears to the original floor area of the BuildingMortgagee. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to negotiate and, if necessary, litigate, the Building so as to make the portion amount of the Building not taken a complete architectural unit award, and Landlord shall have the right to participate in accordance with the terms such process, and provisions of Section 19.4if Tenant fails to diligently prosecute such efforts, Landlord shall make may take control of the process. Any condemnation proceeds in excess of the amounts as are made available to Tenant any condemnation proceeds it receives which are allocable to such portion for restoration or repair of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder Premises, shall be temporarily abated during such restoration period the sole and exclusive property of Landlord. Tenant shall have the right to participate in proportion condemnation proceedings with Landlord, and shall be entitled to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that receive any award made by the condemning authority takes possession by delivery in respect of written notice of such election within twenty (20) days after Landlord has been notified of the taking business loss or, if available, business relocation and any other claim permitted by law which does not, in the absence thereofany such case, within twenty (20) days after the condemning authority shall have taken possessiondiminish Landlord’s recovery.

Partial Taking. If any part of the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by Permitted Use pursuant to this Lease, this Lease shall, as to the part so taken taken, terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building Improvements so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the BuildingBuilding Improvements measured immediately prior to such taking. Tenant Landlord shall, at its sole cost and expense, make all necessary repairs or alterations to the Building Improvements so as to make the portion of the Building Improvements not taken a complete architectural unit in accordance with unit; provided, however, that if such partial taking occurs during the terms and provisions of Section 19.4Lease Term, Landlord shall only be required to make available such repairs or alterations to Tenant the extent of any condemnation proceeds it receives which are allocable received by Landlord with regard to any such portion taking (exclusive of any condemnation proceeds relating to any loss or reduction of income to be derived by Landlord with regard to the Premises). Such work shall not, however, exceed the scope of the work done by Landlord in originally constructing the Building in accordance with the terms and provisions of Section 19.4Improvements. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use Permitted Use of Premises is impaired. Each party hereby waives the provisions of Section 1265.130 of the California Code of Civil Procedure allowing either party to petition the Superior Court to terminate in the event of a partial taking of the Building Improvements or the Premises. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building Improvements which have been completed immediately prior to such taking is taken or sold under such threat, Landlord or Tenant may terminate this Lease as of the earlier to occur of: (a) the date that on which the condemning authority takes possession by delivery of the portion of the Premises that is subject to the condemnation, or (b) the date on which title to the portion of the Premises that is subject to the condemnation is vested in the condemning authority, in each case provided that Landlord or Tenant, as applicable, delivers written notice of such election to terminate to the other party within twenty (20) days after Landlord has been notified such party receives notification of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionpossession of such portion of the Premises. If a termination occurs under this Section 21.2 before the Term Commencement Date, Landlord will immediately return to Tenant any Base Monthly Rental paid by Tenant to Landlord under this Lease, plus interest at LIBOR if Landlord has held such Base Monthly Rental payments for longer than 12 months prior to such termination.

Partial Taking. If a part of the Leased Premises shall be so taken, then Landlord shall give Tenant prompt written notice thereof and the part so taken shall no longer constitute part of the Leased Premises, but this Lease shall continue in force and effect as to the part not so taken; provided, however, that Tenant may elect to terminate this Lease (a) if a partial taking is more than ten percent (10%) of the Leased Premises, and if, in the good faith judgment of Tenant, the remaining portion of the Leased Premises cannot be economically and practicably used by Tenant for the conduct of its business as conducted immediately prior to the taking, or (b) if a partial taking has a material adverse effect upon the means of access to the Leased Premises, the entrances or lobbies of the Buildings or the number of parking spaces reasonably available to Tenant, unless Landlord shall have provided reasonable substitutes therefor. Tenant shall give notice of any election to terminate to Landlord not later than sixty (60) days after notice of such taking is given by Landlord to Tenant, which notice shall describe in reasonable detail the premises subject to said condemnation. Upon the date specified in Tenant's notice (which shall not be more than one hundred eighty (180) days after that notice), the term of this Lease shall terminate and, subject to a proration and apportionment of Annual Rental, additional rental and other sums due hereunder as of the Date of Taking and such termination date, as applicable, no further rent shall be due hereunder. Upon a partial taking and the term of this Lease continuing in force as to any part of the Premises is taken and Leased Premises, the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Annual Rental or any additional rental shall be reduced in proportionately based upon the same proportion that the floor area part or parts of the portion of the Building Leased Premises so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionreplaced.

Partial Taking. If any part a portion of the Premises and/or the Outside Area serving the Premises is taken condemned and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this LeaseParagraph 13.2 does not apply, this Lease shall, as shall continue on the following terms: 13.1.1. Landlord shall be entitled to the part so taken terminate as all of the date that possession proceeds of such part condemnation, and T▇▇▇▇▇ shall have no claim against Landlord as a result of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Buildingcondemnation. Tenant shall, however, be entitled to make a separate claim for moving and relocation expenses and other damages suffered by T▇▇▇▇▇, and Landlord agrees to reasonably cooperate, at its sole no additional cost to Landlord, with Tenant to the extent such claim must be submitted with those of Landlord provided that in no event shall Landlord’s award be reduced by any claim made by T▇▇▇▇▇. 13.1.2. Landlord shall proceed as soon as reasonably possible to make such repairs and expense, make all necessary repairs or alterations to the Building so Premises as are necessary to make restore the portion remaining Premises and/or the remaining Outside Area serving the Premises to a condition as comparable as reasonably practicable to that existing at the time of condemnation. Landlord need not incur expenses for restoration in excess of the Building not taken a complete architectural unit in accordance with the terms and provisions amount of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which received by Landlord after payment of all reasonable costs, expenses and attorneys fees incurred by Landlord in connection therewith. 13.1.3. Rent shall be abated during the period of restoration to the extent the Premises are allocable to such portion not reasonably usable by Tenant for the use permitted by Paragraph 6.1, and rent shall be reduced for the remainder of the Building Lease Term in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion an amount equal to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) reduction in rental value of the square footage of Premises caused by the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessiontaking.

Partial Taking. If less than substantially all of any part Site shall be taken for public or quasi-public purposes, Tenant will promptly, at its sole cost and expense, restore, repair, replace or rebuild the improvements so taken in conformity with the requirements of the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, paragraph 9 as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, nearly as practicable to the part so taken terminate as condition, size, quality of workmanship and market value thereof immediately prior to such taking, without regard to the date that possession adequacy of any condemnation award for such part of the Premises is taken and the Base Monthly Rental purpose. There shall be reduced in no abatement of Rent during such period of restoration. In performing its obligations, Tenant shall be entitled to all condemnation proceeds available to Landlord under the same proportion that the floor area of the portion of the Building so taken (less any addition thereto terms and conditions for disbursement set forth for casualty proceeds in paragraph 10 hereof, including such proceeds being made available by reason of any reconstruction) bears to the original floor area of the BuildingMortgagee. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to negotiate and, if necessary, litigate, the Building so as to make the portion amount of the Building not taken a complete architectural unit award, and Landlord shall have the right to participate in accordance with the terms such process, and provisions of Section 19.4if Tenant fails to diligently prosecute such efforts, Landlord shall make may take control of the process. Any condemnation proceeds in excess of the amounts as are made available to Tenant any condemnation proceeds it receives which are allocable to such portion for restoration or repair of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder Premises, shall be temporarily abated during such restoration period the sole and exclusive property of Landlord. Tenant shall have the right to participate in proportion condemnation proceedings with Landlord, and shall be entitled to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that receive any award made by the condemning authority takes possession by delivery in respect of written notice of such election within twenty (20) days after Landlord has been notified of the taking business loss or, if available, business relocation and any other claim permitted by law which does not, in the absence thereofany such case, within twenty (20) days after the condemning authority shall have taken possessiondiminish Landlord's recovery.

Partial Taking. If any part less than substantially all of the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Leaseshall be so taken, this Lease shall, and the Term shall continue as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason Premises remaining without diminution of any reconstruction) bears of Tenant's obligations hereunder, but the Base Rent shall be changed to the original floor higher of: (a) the Base Rent reduced by the percentage of rentable area of the BuildingPremises taken and not rebuilt; and (b) the fair market rental value of the Premises. Tenant shallIn the event of any taking pursuant to this Section 15.02, at its sole cost and expense, make all necessary repairs the entire award for or alterations attributable to the Building so as Land taken and the Land Value thereof, shall be first paid to make Landlord, and the portion balance of the Building not taken a complete architectural unit award, if any, shall be paid to Depository. Subject to the provisions and limitations in accordance with the terms and provisions of this Section 19.415.02, Landlord Depository shall make available to Tenant any condemnation proceeds it receives which are allocable to such as much of that portion of the Building award actually received and held by Depository, if any, less all necessary and proper expenses paid or incurred by Depository, the Leasehold Mortgagee most senior in lien and Landlord in the condemnation proceedings, as may be necessary to pay the cost of restoration of the part of the Premises remaining that Tenant elects, in its sole and absolute discretion, to restore. Such restoration shall be done in accordance with and subject to the terms and provisions of Section 19.4ARTICLE XIV. Base Monthly Rental due and payable hereunder Payments to Tenant as aforesaid shall be temporarily abated during such restoration period disbursed in proportion the manner and subject to the degree to which Tenant’s use of Premises is impairedconditions set forth in ARTICLE XV. Notwithstanding the foregoing, if more than twenty-five percent (25%) Any balance of the square footage award held by Depository and any cash and the proceeds of any security deposited with Depository remaining after completion of the Building is taken or sold under such threat, Landlord may terminate this Lease as restoration shall be paid to Tenant. Each of the date parties shall execute any and all documents that the condemning authority takes possession may be reasonably required in order to facilitate collection by delivery of written notice them of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionawards.

Partial Taking. If any part during the continuance of the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, a portion (but less than all) of the Leased Premises shall be acquired by authority of any government or governmental agency in the exercise of its power of eminent domain, Lessor shall have the option of terminating this Lease shall, as to the part so taken terminate as of the date that possession of such part partial taking (by giving Lessee 30 days written notice of termination within 90 days after such partial taking) and, in the event of such termination, there shall be an abatement in the payment of all rentals and other sums payable by Lessee under the terms of the Premises is taken and Lease accruing thereafter. If the Base Monthly Rental Lessor does not so terminate this Lease, rent provided for in Article 3 hereof accruing thereafter shall be reduced in the same proportion that the floor area of the portion Leased Premises so taken, if any, bears to the total area of the Leased Premises immediately prior to such taking, and any additional rent thereafter payable under Article 3 hereof which is computed on the basis of the ratio of the area of the Leased Premises to the total office space of the Building so taken (less any addition thereto by reason shall thereafter be computed on the basis of any reconstruction) bears whatever ratio thereafter accurately reflects the actual ratio of the area of the Leased Premises to the original floor area total office space of the Building. Tenant shallIn no case provided for by this Article shall Lessee have any claim against Lessor for the value of any unexpired term of this Lease, at its sole cost and expense, make all necessary repairs or alterations nor shall Lessee be entitled to the Building so as to make the portion any part of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable award made to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionLessor.

Partial Taking. If any part of the Premises is taken for any public or quasi-public use under any statute or by right of eminent domain and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, suitable for Tenant’s 's continued occupancy for the purposes and uses permitted by this Leaseconduct of Tenant's business in the ordinary course as then conducted, this Lease shall, as to the part so taken taken, terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental Rent shall be reduced in the same proportion that than the floor area of the portion of the Building Premises so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the BuildingPremises, as reasonably determined by Landlord or Landlord's Architect. Tenant Landlord shall, at its sole own cost and expense, make all necessary repairs or alterations to the Building Premises so as to make the portion of the Building Premises not taken a complete architectural unit unit. Such work shall not, however, exceed the scope of the work done by Landlord in accordance with originally constructing the terms and provisions of Section 19.4Premises. If severance damages from the condemning authority are not available to Landlord in sufficient amounts to permit such restoration, Landlord shall make available may terminate this Lease upon Notice to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4Tenant. Base Monthly Rental Rent due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which there is substantial interference with Tenant’s 's use of Premises is impaired. Notwithstanding the foregoingPremises, if more than twenty-five percent (25%) of the square footage of the Building is taken as reasonably determined by Landlord or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionLandlord's Architect.

Partial Taking. If any part taking under the power of eminent domain by a public or private authority or any conveyance by Landlord in lieu thereof shall result in: (a) any reduction of the floor area of any of the Buildings; (b) a taking of a portion of the access roads to the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitablewhich, as reasonably determined by Landlord and Tenant, for in Tenant’s continued occupancy reasonable business judgment, impedes or interferes with access to the Premises or materially adversely affects the conduct of Tenant’s business as theretofore conducted at the Premises; (c) the reduction of the parking serving the Premises to below the greater of (i) the amount required by law; or (ii) four (4) parking spaces for every one thousand (1,000) square feet of floor area of the purposes Premises; or (d) the closing of any entrance or exit to the Premises; and uses permitted such taking or conveyance has a material affect on Tenant’s ability to continue its operations on the Premises in substantially the same manner, then Tenant may, at its election, terminate this Lease by giving Landlord notice of the exercise of Tenant’s election within thirty (30) days after Tenant shall receive actual written notice of such taking or conveyance. In the event of termination by Tenant under the provisions of this LeaseSection 11.2, this Lease shall, as to the part so taken shall terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears taking, subject to the original floor area right of the Building. Tenant shallTenant, at its sole cost and expenseelection, make all necessary repairs or alterations to continue to occupy the Building so as Premises, subject to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4this Lease (including the payment of Rent to Landlord and the Real Estate Taxes payable by Tenant for such period of occupation by Tenant), for all or such part, as Tenant may determine, of the period between the date of such taking and the date when possession of the Premises shall be taken by the appropriating authority. In the event of any such termination, this Lease shall be of no further force or effect and neither party hereto shall have any further rights, duties or liabilities hereunder other than those rights, duties and liabilities which have arisen or accrued hereunder prior to the effective date of such termination. All Rent or other charges paid by Tenant for periods after the date of such taking or conveyance in lieu thereof shall be promptly refunded. Notwithstanding anything in the foregoing to the contrary, if any condemnation award for any taking would be reduced by the termination of this Lease with respect to a taking, as hereinabove set forth, then Tenant may elect to keep this Lease in full force and effect so as to obtain the highest possible award from the condemning authority. Landlord shall make available to Tenant not convey all or any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion Premises to the degree to which appropriating authority in lieu of a taking without Tenant’s use of Premises is impaired. Notwithstanding the foregoingconsent, if more than twenty-five percent (25%) of the square footage of the Building is taken which shall not be unreasonably conditioned, withheld or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessiondelayed.

Partial Taking. If any part of the Premises is taken for any public or quasi-public use under any statute or by right of eminent domain and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, suitable for Tenant’s continued occupancy for the purposes and uses permitted by this LeaseLease as reasonably determined by Landlord, this Lease shall, as to the part so taken taken, terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental Rent shall be reduced in the same proportion that the floor area of the portion of the Building Premises so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the BuildingPremises, as reasonably determined by Landlord or Landlord’s Architect. Further, if, as a result of a partial taking of the Premises, the remaining portion of the Premises is not suitable for Tenant to conduct its business operations in substantially the same manner such business operations were conducted prior thereto, as reasonably determined by Tenant, then Tenant shall have the option to terminate this Lease upon Notice to the other party given within thirty (30) days of the taking. Landlord shall, at its sole own cost and expense, make all necessary repairs or alterations to the Building Premises so as to make the portion of the Building Premises not taken a complete architectural unit unit. Such work shall not, however, exceed the scope of the work done by Landlord in accordance with originally constructing the terms and provisions of Section 19.4Premises. If severance damages from the condemning authority are not available to Landlord in sufficient amounts to permit such restoration, Landlord shall make available may terminate this Lease upon Notice to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4Tenant. Base Monthly Rental Rent due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which there is substantial interference with Tenant’s use of Premises is impairedthe Premises, as reasonably determined by Landlord or Landlord’s Architect. Notwithstanding Each party hereby waives the foregoing, if more than twenty-five percent (25%) provisions of Section 1265.130 of the square footage California Code of Civil Procedure and any present or future Applicable Law allowing either party to petition the Superior Court to terminate this Lease in the event of a partial taking of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionPremises.

Partial Taking. If any only a part of the Leased Premises is shall be so taken or condemned, and as a result thereof the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy balance of the Leased Premises can be used for the purposes and uses permitted by this Leasesame purpose as expressed in Article III, this Lease shall, as to the part so taken shall not terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shallTenant, at its sole cost and expense, make shall repair and restore the Leased Premises and all necessary repairs or alterations to the Building so as improvements thereon. Tenant shall promptly and diligently proceed to make the portion of the Building not taken a complete architectural unit of the remainder of the improvements first complying with the procedure set forth in Section 7.1. For such purpose the amount of the award relating to the improvements shall be deposited with the Depositary (as defined in Section 7.2 hereof) which shall disburse such award to apply on the cost of said repairing or restoration in accordance with the terms procedure set forth in Section 7.2. If Tenant does not make a complete architectural unit of the remainder of the improvements within a reasonable period after such taking or condemnation, not to exceed one hundred eighty (180) days then, in addition to whatever other remedies Landlord may have either under this Lease, at law or in equity, the money received by and then remaining in the custody of the Depositary shall. at Landlord's election be paid to and retained by Landlord as liquidated damages resulting from the failure of Tenant to comply with the provisions of this Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such Any portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder such award as may not have to be expended for such repairing or restoration shall be temporarily abated during such restoration period paid to Landlord. There shall be no abatement or reduction in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice any 40 rental because of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionor condemnation.

Partial Taking. If any part more than ten percent (10%) of Tenant’s sales area or twenty percent (20%) of the Leased Premises is shall be taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Leaseor appropriated, this Lease shallmay, as at the option of either party, be terminated by written notice given to the part so taken terminate other party not more than thirty (30) days after Landlord or Tenant receive notice of the taking or appropriation, and such termination shall be effective as of the date when Tenant is required to vacate any portion of the Leased Premises. In the event that possession more than twenty percent (20%) of the parking areas or other Common Area of University Village shall be taken or appropriated, then the Landlord may at its option terminate this Lease by written notice given to Tenant within sixty (60) days of the date of such part taking. If this Lease is so terminated, all Minimum Rent and other charges due hereunder shall be paid to the date of termination. Whenever any portion of the Leased Premises or Common Area is taken by eminent domain and this Lease is not terminated, Landlord shall at its expense proceed with all reasonable dispatch to restore, to the Base Monthly Rental extent that it is reasonably prudent to do so, the remainder of the Leased Premises and Common Area to the condition they were in immediately prior to such taking, and Tenant shall at its expense proceed with all reasonable dispatch to restore its fixtures, furniture, furnishings, floor covering and equipment to the same condition immediately prior to such taking. From the date Tenant is required to vacate that portion of the Leased Premises taken, the Minimum Rent and Other Charges payable hereunder shall be reduced in the same proportion that the floor area taken bears to the total area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears Leased Premises prior to the original floor area of the Buildingtaking. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may not terminate this Lease as a result of a Taking unless the date that Leases for all other tenants identified as “similarly situated” on Exhibit 15.2 attached hereto which Landlord would be permitted to terminate under the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified facts and circumstances of the taking or, in and under the absence thereof, within twenty (20) days after the condemning authority terms of said leases shall have taken possessionalso be terminated.

Partial Taking. (a) If any part title to less than the whole of the Premises Leased Property is taken condemned, and the remaining part after Landlord makes repairs Leased Property is not Unsuitable or Uneconomic for its Primary Intended Use, or if Lessor and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, Lessee are entitled but elect not to terminate this Lease as provided in Section 15.3, then Lessor or, at Lessor's ------------ election, Lessee shall, as with all reasonable dispatch and to the part so taken terminate as extent that the Holder permits the application of the date that possession of such part of the Premises is taken Award therefor and the Base Monthly Rental shall Award to be reduced contributed to restoration as provided in this Section 15.5(a) is sufficient --------------- therefor, restore the same proportion that the floor area of the untaken portion of the Building any Leased Improvements so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken that such Leased Improvements constitute a complete architectural unit in accordance with of the terms same general character and provisions condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. Lessor and Lessee shall each contribute to the cost of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable restoration that part of its Award specifically allocated to such portion restoration, if any, together with severance and other damages awarded for the taken Leased Improvements; provided, however, that the amount of such contribution shall not exceed such cost. (b) In the Building event of a partial Taking as described in accordance with Section ------- 15.5 (a) which does not result in a termination of this Lease by Lessor, the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder ------- Rent shall be temporarily abated during such restoration period in proportion the manner and to the degree extent that is fair, just and equitable to which Tenant’s use both Lessee and Lessor, taking into consideration, among other relevant factors, the number of Premises is impairedusable rooms, the amount of square footage, or the revenues affected by such partial Taking. Notwithstanding If Lessor and Lessee are unable to agree upon the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice amount of such election abatement within twenty thirty (2030) days after Landlord has been notified of such partial Taking, the taking or, matter shall be submitted to Arbitration as provided for in the absence thereof, within twenty (20) days after the condemning authority shall have taken possession.Section 40.2 hereof. ------------

Partial Taking. If any part of the Premises Property is taken and Landlord and Tenant reasonably determine that the remaining part after Landlord makes repairs and alterations is portion of the Property will be reasonably suitable, as reasonably determined by Landlord and Tenant, suitable for Tenant’s 's continued occupancy for the purposes and uses permitted by this LeaseLease after Landlord makes repairs and alterations, this Lease shall, as to the part so taken terminate as of the date that possession of such part of the Premises Property is taken and the Base Monthly Annual Rental shall be reduced in the same proportion that the floor area of the portion of the Building Premises so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the BuildingPremises. Tenant Landlord shall, at its sole cost and expense, make all necessary repairs or alterations to the Building Property so as to make the portion of the Building Property not taken a complete architectural unit in accordance with unit. Such work shall not, however, exceed the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion scope of the Building work done by Landlord in accordance with originally constructing the terms and provisions of Section 19.4Property. Base Monthly Annual Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion based on the percentage of the Property that Tenant is unable to the degree to which Tenant’s use of Premises is impairedand actually does not use. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building Premises is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possession.

Partial Taking. If any part fifty percent (50%) or more of the Premises is shall be taken and or condemned by any competent government authority, then either party may elect to terminate this Lease by giving notice to the remaining part other party not more than sixty (60) days after Landlord makes repairs and alterations is reasonably suitablethe date of which such title shall vest in the authority. Also, as reasonably determined if the parking facilities are reduced below the minimum parking requirements imposed by Landlord and the applicable authorities, either party may elect to terminate this Lease by giving the other party notice within one hundred twenty (120) days after such taking. In addition, if the leases of tenants occupying more than fifty percent (50%) of the leasable area of the Shopping Center terminate pursuant to an act of eminent domain, either party may terminate this Lease by providing sixty (60) days' written notice to Tenant, for Tenant’s continued occupancy for . In the purposes and uses permitted by event of any taking under the power of eminent domain which does not so result in a termination of this Lease, this Lease shallthe Minimum Guaranteed Rental and all other Rent payable hereunder based upon the square footage of the Premises shall be reduced, as to effective on the part so taken terminate as earlier of the date that possession of such part of the Premises is taken and condemning authority grants the Base Monthly Rental shall be reduced condemnation award or the date the condemning authority acquires possession, in the same proportion that which the floor area of the portion of the Building so Premises taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Buildingentire Premises prior to the taking. Tenant shall, Landlord shall promptly at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make expense restore the portion of the Building Premises not so taken a complete architectural unit to as near its former condition as is reasonably possible, except that (a) Tenant shall be required to utilize any awards received for any Tenant Fixtures, as referenced in accordance with Section 15.5, for the terms and provisions restoration of Section 19.4those Tenant Fixtures, (b) Landlord shall make available not be required to Tenant any condemnation proceeds it receives which are allocable to spend for such portion work an amount in excess of the Building in accordance with amount received by Landlord as damages for the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) part of the square footage of the Building is taken or sold under Premises so taken, less any amount paid to Landlord's mortgagee from such threataward, Landlord may terminate and (c) this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, shall continue in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionfull force and effect.

Partial Taking. If any part In the event that less than the entire Premises and access thereto or RAC’s leasehold interest in less than the entire Premises and access thereto is taken permanently by the exercise of the power of eminent domain, and if the remainder of the Premises is taken are capable of being restored to a condition reasonably required to fulfill the intent and the remaining part after Landlord makes repairs and alterations is reasonably suitablepurpose of this Agreement, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Leasethen in such event, this Lease shallAgreement shall not terminate but shall remain in full force and effect and RAC shall continue to perform and observe all of the obligations of RAC hereunder, including the obligations to pay the Concession Fee, the Ground Rent, the Contingent Rent, and Impositions as provided herein, and shall restore the Premises to a condition required to fulfill the part so taken terminate interest and purpose of this Agreement. However, effective as of the date that the condemning authority legally acquires the right of possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building Premises so taken and continuing thereafter during the remainder of the Term, the Ground Rent payable by RAC during the remainder of the Term of this Agreement shall be adjusted solely by reducing the area of the Premises used in calculating Ground Rent by that portion of the land area of the Premises used in calculating Ground Rent which was taken by Condemnation Proceedings. The value of RAC’s interest shall not include any money to pay Ground Rent in the future (and any such amount allocated to RAC shall be paid to the State). In the event of such a partial taking, the State shall first be paid that portion of the award which represents the value of its interest in and to the Premises as may have been taken as a result of such partial taking. Next, RAC shall first be paid an amount of any award in trust sufficient to undertake the complete restoration of the Premises as may be necessary as a result of such partial taking, after deducting therefrom and paying to or applying for the benefit of the State the amounts set forth in Article XIV.B.2.a. and Article XIV.B.2.b. hereof. RAC shall be entitled to receive and retain any balance remaining of such award made as a result of such partial taking. If the proceeds are insufficient to complete restoration of the Premises, RAC shall nevertheless perform such restoration at its cost, in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due Article VI (Construction, Maintenance and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%Repair) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionAgreement.

Partial Taking. If any part Should a portion of the Premises is be taken and by any Governmental Authority, corporation, or other entity under the remaining part after Landlord makes repairs and alterations is reasonably suitableright of eminent domain, as reasonably determined by Landlord and Tenantcondemnation, for Tenant’s continued occupancy for the purposes and uses permitted by this Leaseor similar right, this Lease shall, shall nevertheless continue in effect as to the part remainder of the Premises unless, in Tenant’s reasonable judgment, so much of the Premises shall be so taken as to make it economically unsound to use the remainder for the uses and purposes contemplated hereby, whereupon this Lease shall terminate as of the date that of taking of possession of such part by the condemning authority in the same manner as if the whole of the Premises is taken had thus been taken, and the Base Monthly Rental award therefor shall be reduced distributed as provided in Section 8.4. In the event of a partial taking where this Lease is not terminated, all awards payable in respect thereof shall be payable to Landlord and Tenant, to the extent of their interests in the same proportion that Premises, as the floor area applicable condemning authority shall determine taking into account certain factors including, without limitation, the term of the portion leasehold estate of the Building so taken (less any addition thereto by reason Tenant and the ownership interest of any reconstruction) bears Landlord. Tenant shall restore and repair the Premises to the original floor area extent of the Buildingaward actually received by Tenant and there shall be no abatement or reduction in any rental because of such taking or condemnation. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations Subject to the Building so as foregoing, Tenant shall promptly and diligently proceed to make the portion of the Building not taken a complete architectural unit of the remainder of the Improvements, complying with the procedure set forth in Section 8.2 (a). For such purpose, and provided that a Default does not then exist, the amount of the awards to Tenant and Landlord relating to the Improvements, shall be deposited with the Depositary which shall disburse the awards towards the cost of said repairing or restoration in accordance with the terms procedure set forth in Section 8.2. If Tenant does not make a complete architectural unit of the remainder of the Improvements within a reasonable period after such taking or condemnation, not to exceed two hundred seventy days after Tenant is required to vacate the Premises and provisions the applicable awards have been made and deposited with the Depositary, then, in addition to whatever other remedies Landlord may have either under this Lease, at law or in equity, the money received by and then remaining in the custody of Section 19.4the Depositary shall, at Landlord’s election, be paid to Landlord, and the remaining portion which was deposited by Tenant with the Depositary shall be held by Landlord as security for the continued performance and observance by Tenant of Tenant’s covenants and agreements hereunder; provided, that Landlord shall make available be obligated to Tenant any condemnation proceeds it receives which are allocable to such portion of disburse the Building amounts received by Landlord from the Depositary in accordance with the terms and foregoing provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to as if Landlord were the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionDepositary.

Partial Taking. If any part Unless this Lease shall be terminated as aforesaid, the Tenant shall, with reasonable promptness (subject to delays covered by matters beyond the Tenant’s reasonable control), cause the remainder of the Premises is taken to be repaired and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as restored to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such Taking, provided that the Tenant shall comply with the provisions of Section 7.2 above. For such purposes, in the event that the Tenant encumbers its interest in the Premises, the full amount of the Tenant’s Interest in the Award will be deposited with the Leasehold Mortgagee, and the Leasehold Mortgagee shall disburse such Award to be applied towards the cost of such repairs and restorations in accordance with the procedures set forth in Section 7.3 above. Any portion of the Tenant’s Interest in the Award that shall not have been expended for such repairs or restorations shall be paid to the Landlord in respect of the Landlord’s Interest, and to the Tenant in respect of the Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event the Tenant encumbers its Interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of Section 19.4such leasehold mortgage, Landlord shall make available and the Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to Tenant any condemnation proceeds it receives which are allocable to such portion the repayment of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion Tenant’s indebtedness to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionLeasehold Mortgagee.

Partial Taking. (a) If any part title to less than the whole of the Premises Leased Property is taken condemned, and the remaining part after Landlord makes repairs Leased Property is not Unsuitable or Uneconomic for its Primary Intended Use, or if Lessor and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, Lessee are entitled but elect not to terminate this Lease as provided in Section 15.3, then Lessor or, at Lessor's ------------ election, Lessee shall, as with all reasonable dispatch and to the part so taken terminate as extent that the Holder permits the application of the date that possession of such part of the Premises is taken Award therefor and the Base Monthly Rental shall Award to be reduced contributed to restoration as provided in this Section 15.5(a) is sufficient --------------- therefor, restore the same proportion that the floor area of the untaken portion of the Building any Leased Improvements so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken that such Leased Improvements constitute a complete architectural unit in accordance with of the terms same general character and provisions condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. Lessor and Lessee shall each contribute to the cost of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable restoration that part of its Award specifically allocated to such portion restoration, if any, together with severance and other damages awarded for the taken Leased Improvements; provided, however, that the amount of such contribution shall not exceed such cost. (b) In the Building event of a partial Taking as described in accordance with Section 15.5(a) which does not result in a termination of this Lease by Lessor, --------------- the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder Rent shall be temporarily abated during such restoration period in proportion the manner and to the degree extent that is fair, just and equitable to which Tenant’s use both Lessee and Lessor, taking into consideration, among other relevant factors, the number of Premises is impairedusable rooms, the amount of square footage, or the revenues affected by such partial Taking. Notwithstanding If Lessor and Lessee are unable to agree upon the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice amount of such election abatement within twenty thirty (2030) days after Landlord has been notified of such partial Taking, the taking or, matter shall be submitted to Arbitration as provided for in the absence thereof, within twenty (20) days after the condemning authority shall have taken possession.Section 40.2 hereof. ------------

Partial Taking. In the event of a Partial Taking of any Facility, this Lease shall remain in effect as to such Facility and, except as specifically set forth herein, Tenant’s obligation to make payments of Rent and to pay all other charges required under this Lease with respect to such Facility shall remain unabated during the Term notwithstanding such Partial Taking. If Landlord determines in its commercially reasonable judgment that the Facility subject to the Partial Taking is fully or partially restorable, Tenant shall diligently repair or reconstruct such Facility to a like or better condition than existed prior to such damage or destruction in accordance with Section 7.5, provided that any part net condemnation award received by Landlord with respect to such Partial Taking shall be paid directly to Landlord and, provided Tenant is diligently performing the restoration and repair work with respect to such Facility and no Event of Default has occurred hereunder, shall be made available to Tenant to be used by Tenant for costs of the Premises is taken repair or reconstruction of such Facility. If, after Tenant’s compliance with the restoration obligation in the foregoing sentence, such Partial Taking results in a reduced number of licensed beds at such Facility, then the current Base Rent shall be proportionally reduced based on (a) the ratio of the number of licensed beds reduced at such Facility to the total number of licensed beds at such Facility (prior to such Partial Taking) and (b) the ratio of the applicable Facility’s EBITDARM to the EBITDARM of all Facilities. The applicable calculations of EBITDARM shall be based on Tenant’s financials for the calendar quarter most recently ended as of the effective date of such Partial Taking. By way of example only, if (1) a Facility originally containing 100 licensed beds suffers a casualty and the remaining part after Landlord makes repairs and alterations number of licensed beds is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for reduced to 80; (2) the purposes and uses permitted by total Base Rent under this Lease, this Lease shallprior to such casualty, as to is $1,000,000; (3) the part so taken terminate as of total EBITDARM for all Facilities is $12,000,000.00; and (4) the date that possession of such part of EBITDARM for the Premises damaged Facility is taken and $4,000,000.00, then the Base Monthly Rental shall Rent would be reduced in the same proportion that the floor area of the portion of the Building so taken by $66,666.67 (less any addition thereto by reason of any reconstructioni.e., (20 licensed beds /100 licensed beds) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent * (25%$4,000,000/$12,000,000) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty *(20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possession$1,000,000).

Partial Taking. If any part a portion of the Premises is taken condemned and Section 10.2 does not apply, the remaining part after Landlord makes Lease shall continue on the following terms: (1) Lessor shall be entitled to all of the proceeds of condemnation, and Lessee shall have no claim against Lessor as a result of the condemnation, except it shall have a claim against the condemning authority as permitted by statute, for the value of fixtures installed by it, relocation expenses, and for reasonable moving expenses, if applicable. (2) Lessor shall proceed, promptly upon its receipt of the condemnation award, to make such repairs and alterations is reasonably suitable, to the Premises as are necessary to restore the remaining Premises to a condition as comparable as reasonably determined by Landlord practicable to that existing at the time of the condemnation. Such repairs shall be completed as rapidly as reasonably practical, subject to obtaining all necessary building approvals and Tenantpermits, for Tenant’s continued occupancy for and shall be completed within six (6) months unless delayed without fault or neglect of Lessor (excusable delay shall include the purposes delay of building officials in granting permits, where Lessor has submitted timely and uses permitted by this Lease, this Lease shall, as adequate plans and specifications). If such repairs are delayed longer than six (6) months due to the part so taken fault or neglect of Lessor, Lessee may terminate as of the Lease. (3) After the date that possession of such part on which title vests in the condemning authority or an earlier date on which alterations or repairs are commenced by Lessor, to restore the balance of the Premises is taken and in anticipation of taking, the Base Monthly Rental Rent shall be reduced in proportion to the same proportion that the floor area reduction in usable space on account of the partial taking. If the parties are unable to agree on the amount of rent, the amount shall be determined by arbitration in the manner provided in Section 21. (4) During any period of reconstruction or renovation, there shall be an abatement of Base Rent, additional rent, and all other charges under the Lease until the earlier of a) Lessee's reopening business to the public; or b) thirty (30) days following completion of Lessor's renovation work. (5) If a portion of Lessor's property not included in the Premises is taken, and severance damages are awarded on account of the Premises, or an award is made for detriment to the Premises as a result of activity by a public body not involving a physical taking of any portion of the Building so taken (less any addition thereto by reason of any reconstructionPremises, this shall be regarded as a partial condemnation to which Sections 10.1(1) bears and 10.1(3) apply, and the Base Rent shall be reduced to the original floor area extent of reduction in rental value of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so Premises as to make the though a portion had been physically taken. (6) The term of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder Lease shall be temporarily abated during such restoration automatically extended by any period in proportion of time that Lessee's business is closed due to a partial taking or the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken renovation or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence repair thereof, within twenty (20) days after the condemning authority shall have taken possession.

Partial Taking. If any part more than fifteen percent (15%) of the Rentable Area of the Leased Premises is taken and or appropriated by the remaining part after Landlord makes repairs and alterations is reasonably suitablepower of eminent domain, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shallat the option of either party, as may be terminated by written notice given to the part so taken terminate other party not more than thirty (30) days after Landlord and Tenant receive written notice of the taking or appropriation, and such termination shall be effective as of the date that possession Tenant is required to vacate the portion of the Leased Premises so taken. If more than ten percent (10%) of the Common Area of the Bank of America Building is taken by the power of eminent domait1, then Landlord, at its option, may terminate this Lease by written notice given to Tenant within sixty (60) days of the date of such part taking. If this Lease is so terminated, all Rent, Additional Rent and Other Charges due hereunder shall be paid to the date of termination. Whenever any portion of the Leased Premises or Common Area is taken by the power of eminent domain and this Lease is not terminated, Landlord, at its expense, shall proceed with reasonable dispatch to restore, to the Base Monthly Rental extent that it is reasonably prudent, the remainder of the Leased Premises and Common Area to their condition immediately prior to such taking, and Tenant, at its sole expense, shall proceed with reasonable dispatch to restore the fixtures and improvements installed by Tenant and Tenant’s furniture, furnishings, and equipment to the same condition they were in immediately prior to such taking. From the date Tenant is required to vacate that portion of the Leased Premises so taken, the Rent and Additional Rent payable hereunder shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area Rentable Area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations Leased Premises prior to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessiontaking.

Partial Taking. If any part In the event of a Taking of less than substantially all of the Premises is taken Premises, this Lease shall continue in full force and the remaining part after Landlord makes repairs and alterations is reasonably suitableeffect (including, as reasonably determined by Landlord and Tenantbut not limited to, for Tenant’s continued occupancy for obligation to pay the purposes full amount of Base Rent and uses permitted all other amounts payable by Tenant to Landlord under the terms of this Lease, this Lease shallwithout any offset, as abetment or diminution thereof), and Tenant shall with commercially reasonable diligence and efforts (subject to Unavoidable Delays) commence and complete Restoration in accordance with the requirements of Section 8, except to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced extent made unfeasible by any reduction in the same proportion that the floor area of the portion Land or Improvements caused by such Taking, provided that Tenant shall not be obligated to expend in excess of the Building condemnation proceeds it actually receives in connection with such Restoration (though Tenant shall be obligated to spend so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area much of the Building. Tenant shall, at its sole cost and expense, make all condemnation proceeds as is reasonably necessary repairs or alterations to complete the Building so as to make the portion of the Building not taken a complete architectural unit Restoration in accordance with the terms and provisions hereof). In no event shall Landlord have any obligation to expend any amount to complete the Restoration pursuant to this Lease, as all such costs of Section 19.4, Landlord Restoration shall make available be borne solely by Tenant as provided above. Tenant shall receive any award made in respect of or allocable to the Tenant Property. All awards made in respect of or allocable to the Premises shall be distributed to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building for Restoration in accordance with this Section 12.2. Landlord shall receive the terms and provisions balance of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion the award, subject to the degree to which rights of Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) any, as purchaser of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionPremises pursuant to Section 22.

Partial Taking. If less than substantially all of the Premises shall be so taken, this Lease and the Term shall continue as to the portion of the Premises remaining without diminution of any of Tenant’s obligations hereunder, In the event of any taking pursuant to this Section 17.02, the entire award for or attributable to the Land taken and the Land Value thereof, shall be first paid to Landlord, and the balance of the award, if any, shall be paid to Depository, except that if such balance shall be less than the Threshold Amount, such balance shall be payable, in trust, to Tenant for application to the cost of Restoration of the part of the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as not so taken. Subject to the part so taken terminate as of the date that possession of such part of the Premises is taken provisions and the Base Monthly Rental shall be reduced limitations in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shallthis Section 16.03, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord Depository shall make available to Tenant any condemnation proceeds it receives which are allocable to such as much of that portion of the Building award actually received and held by Depository, if any, less all necessary and proper expenses paid or incurred by Depository, the Leasehold Mortgagee most senior in lien and Landlord in the Condemnation proceedings, as may be necessary to pay the cost of Restoration of the part of the Premises remaining. Such Restoration shall be done in accordance with and subject to the terms and provisions of Section 19.4Article XVI. Base Monthly Rental due and payable hereunder Payments to Tenant as aforesaid shall be temporarily abated during such restoration period disbursed in proportion the manner and subject to the degree to which Tenant’s use of Premises is impairedconditions set forth in Article XVI. Notwithstanding the foregoing, if more than twenty-five percent (25%) Any balance of the square footage award held by Depository and any cash and the proceeds of any security deposited with Depository remaining after completion of the Building is taken or sold under such threat, Landlord may terminate this Lease as Restoration shall be paid to Tenant. Each of the date parties shall execute any and all documents that the condemning authority takes possession may be reasonably required in order to facilitate collection by delivery of written notice them of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionawards.

Partial Taking. If any part a portion of the Premises and/or the Outside Area serving the Premises is taken condemned and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this LeaseParagraph 13.2 does not apply, this Lease shall, as shall continue on the following terms: 13.1.1. Landlord shall be entitled to the part so taken terminate as all of the date that possession proceeds of such part condemnation, and Tenant shall have no claim against Landlord as a result of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Buildingcondemnation. Tenant shall, however, be entitled to make a separate claim for moving and relocation expenses and other damages suffered by Tenant, and Landlord agrees to reasonably cooperate, at its sole no additional cost to Landlord, with Tenant to the extent such claim must be submitted with those of Landlord provided that in no event shall Landlord’s award be reduced by any claim made by Tenant. 13.1.2. Landlord shall proceed as soon as reasonably possible to make such repairs and expense, make all necessary repairs or alterations to the Building so Premises as are necessary to make restore the portion remaining Premises and/or the remaining Outside Area serving the Premises to a condition as comparable as reasonably practicable to that existing at the time of condemnation. Landlord need not incur expenses for restoration in excess of the Building not taken a complete architectural unit in accordance with the terms and provisions amount of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which received by Landlord after payment of all reasonable costs, expenses and attorneys fees incurred by Landlord in connection therewith. 13.1.3. Rent shall be abated during the period of restoration to the extent the Premises are allocable to such portion not reasonably usable by Tenant for the use permitted by Paragraph 6.1, and rent shall be reduced for the remainder of the Building Lease Term in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion an amount equal to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) reduction in rental value of the square footage of Premises caused by the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessiontaking.

Partial Taking. If any part a portion of the Premises is shall be taken 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 the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shallis not terminated as provided in Section 8.1 above, as Landlord shall restore and reconstruct, to the part so taken terminate extent of condemnation proceeds (excluding any proceeds for land) actually received after the exercise by any mortgagee of the Property of an option to apply such proceeds against Landlord’s debt to such mortgagee, the Property and other improvements on the Premises to the extent necessary to make it reasonably tenantable. Effective as of the date that possession of such part taking, the rent payable under this Lease during the unexpired portion of the Premises is taken and the Base Monthly Rental term shall be reduced in (and any pre-paid rent returned or credited to Tenant, as applicable) to an amount determined by multiplying the same proportion Base Rent that would otherwise be payable but for this provision by the floor area of ratio that the portion of the Building so taken (less any addition thereto by reason of any reconstruction) Premises not rendered untenantable due to such taking bears to the original floor total area of the BuildingPremises prior to the taking. If Landlord fails to substantially complete such restoration and reconstruction within one hundred eighty (180) days of the date of physical possession by the condemning authority, Tenant shall, may at its sole cost option terminate this Lease by delivering written notice of termination to Landlord, whereupon all rights and expenseobligations of this Lease shall cease to exist. However, make all necessary repairs or alterations to the Building so as to make if the portion of the Building not taken a complete architectural unit in accordance with Premises remaining after the terms and provisions of taking contemplated by this Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion renders the remainder of the Building Premises unsuitable, in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use reasonable business judgment, for the conduct of Premises is impaired. Notwithstanding the foregoingTenant’s business, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord Tenant may terminate this Lease by written notice to Landlord within fifteen (15) days after the date possession is taken by the condemning authority, and rent shall be abated (and any pre-paid rent returned or credited to Tenant, as applicable), for the remaining term of this Lease effective as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessiontaking.

Partial Taking. If any part fifty percent (50%) or more of the Premises is shall be taken and or condemned by any competent government authority, then either party may elect to terminate this Lease by giving notice to the remaining part other party not more than sixty (60) days after Landlord makes repairs and alterations is reasonably suitablethe date of which such title shall vest in the authority. Also, as reasonably determined if the parking facilities are reduced below the minimum parking requirements imposed by Landlord and the applicable authorities, either party may elect to terminate this Lease by giving the other party notice within one hundred twenty (120) days after such taking. In addition, if the leases of tenants occupying more than fifty percent (50%) of the leasable area of the Shopping Center terminate pursuant to an act of eminent domain, either party may terminate this Lease by providing sixty (60) days’ written notice to Tenant, for Tenant’s continued occupancy for . In the purposes and uses permitted by event of any taking under the power of eminent domain which does not so result in a termination of this Lease, this Lease shallthe Minimum Guaranteed Rental and all other Rent payable hereunder based upon the square footage of the Premises shall be reduced, as to effective on the part so taken terminate as earlier of the date that possession of such part of the Premises is taken and condemning authority grants the Base Monthly Rental shall be reduced condemnation award or the date the condemning authority acquires possession, in the same proportion that which the floor area of the portion of the Building so Premises taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Buildingentire Premises prior to the taking. Tenant shall, Landlord shall promptly at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make expense restore the portion of the Building Premises not so taken a complete architectural unit to as near its former condition as is reasonably possible, except that (a) Tenant shall be required to utilize any awards received for any Tenant Fixtures, as referenced in accordance with Section 15.5, for the terms and provisions restoration of Section 19.4those Tenant Fixtures, (b) Landlord shall make available not be required to Tenant any condemnation proceeds it receives which are allocable to spend for such portion work an amount in excess of the Building in accordance with amount received by Landlord as damages for the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) part of the square footage of the Building is taken or sold under Premises so taken, less any amount paid to Landlord’s mortgagee from such threataward, Landlord may terminate and (c) this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, shall continue in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionfull force and effect.

Partial Taking. If any part less than substantially all of the Leased Premises is shall be taken and for any public or quasi- public use under the power of eminent domain or by purchase under threat of condemnation by any governmental agency in a manner that the remaining part after Landlord makes repairs portion of the Leased Premises can be adapted and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy economically operated for the purposes of the Project and uses permitted by this Leasein substantially the same manner as it was operated prior thereto in Tenant's good faith business judgment, this Lease shallshall continue in full force and effect and Rent shall be equitably abated. Tenant shall proceed, with reasonable diligence, to perform any necessary repairs and to restore the Improvements to an economically viable unit in strict accordance with the requirements of Section 5.1 above, and as nearly as possible to the condition the Improvements were in immediately prior to such taking. The condemnation proceeds shall be paid to Tenant, or as Tenant may direct, as to the part so taken terminate as restoration of the date that possession Improvements progresses, to pay or reimburse Tenant for the cost of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the restoration. Any portion of the Building condemnation proceeds not so taken (less any addition thereto by reason of any reconstruction) bears µsed for such restoration shall be paid to Tenant to the original floor area extent that it is attributable to Tenant's personal property or the Improvements, and to Landlord to the extent that it is attributable to the balance of the BuildingLeased Premises. In the event of a partial taking, such that in Tenant's good faith business judgment it shall no longer be reasonably economical or practical for Tenant, in Tenant's good faith business judgment, to continue its business on the Leased Premises, then Tenant shallshall have the right, at its sole cost and expenseoption, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election in writing to Landlord within twenty ninety (2090) days after Landlord Tenant actually receives notice that such taking has been notified of the taking oroccurred, in the absence thereof, within twenty (20) days after the condemning authority which event this Lease shall have taken possessionbe terminated.

Partial Taking. Tenant assigns to Landlord or the Proceeds Trustee, as required hereunder, any award, proceeds or other payment to which Tenant may become entitled in connection with a taking of any portion of the Premises. If any part less than substantially all of the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. for public or quasi-public purposes, Tenant shallshall diligently, at its sole cost and expense, make all necessary repairs restore, repair, replace or alterations rebuild the Improvements so taken in conformity with the requirements of Sections 9 and 22 herein as nearly as practicable to the Building so as condition, size, quality of workmanship and market value thereof immediately prior to make such taking, without regard to the portion adequacy of any condemnation award for such purpose, but subject to then Applicable Laws. There shall be no abatement of Rent during such period of restoration, and this Lease shall remain in full force and effect. In performing its obligations, Tenant shall be entitled to all condemnation proceeds available to Landlord under the same terms and conditions for disbursement set forth for casualty proceeds in Section 10 herein. Any condemnation proceeds in excess of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to amounts as are used by Tenant any condemnation proceeds it receives which are allocable to such portion for restoration or repair of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder Premises, shall be temporarily abated during such restoration period the sole and exclusive property of Landlord, and Fixed Rent shall not be reduced or abated. Tenant shall have the right to participate in proportion condemnation proceedings with Landlord, and shall be entitled to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that receive any award made by the condemning authority takes possession in respect of, Tenant’s Trade Fixtures, Tenant Improvements which were paid for by delivery of written notice of such election within twenty Tenant (20) days after Landlord has been notified of the taking but not including any Tenant Improvements paid for by Landlord), business loss or, if available, _business relocation, loss of leasehold value, and any other claim permitted by law which does not, in the absence thereofany such case, within twenty (20) days after the condemning authority shall have taken possessiondiminish Landlord’s recovery.

Partial Taking. If any part a portion of the Premises and/or the Outside Area serving the Premises is taken condemned and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this LeaseParagraph 13.2 does riot apply, this Lease shall, as shall continue on the following terms: 13.1.1. Landlord shall be entitled to the part so taken terminate as all of the date that possession proceeds of such part condemnation, and Tenant shall have no claim against Landlord as a result of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Buildingcondemnation. Tenant shall, however, be entitled to make a separate claim for moving and relocation expenses and other damages suffered by Tenant, and Landlord agrees to reasonably cooperate, at its sole no additional cost to Landlord, with Tenant to the extent such claim must be submitted with those of Landlord provided that in no event shall Landlord’s award be reduced by any claim made by Tenant. 13.1.2. Landlord shall proceed as soon as reasonably possible to make such repairs and expense, make all necessary repairs or alterations to the Building so Premises as are necessary to make restore the portion remaining Premises and/or the remaining Outside Area serving the Premises to a condition as comparable as reasonably practicable to that existing at the time of condemnation. Landlord need not incur expenses for restoration in excess of the Building not taken a complete architectural unit in accordance with the terms and provisions amount of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which received by Landlord after payment of all reasonable costs, expenses and attorneys fees incurred by Landlord in connection therewith. 13.1.3. Rent shall be abated during the period of restoration to the extent the Premises are allocable to such portion not reasonably usable by Tenant for the use permitted by Paragraph 6.1, and rent shall be reduced for the remainder of the Building Lease Term in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion an amount equal to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) reduction in rental value of the square footage of Premises caused by the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessiontaking.

Partial Taking. If any part less than substantially all of the Premises is shall be taken for any public or quasi-public use under the power of eminent domain or by purchase under threat of condemnation by any governmental agency, or if any appurtenances of the Premises or any vaults or areas outside the boundaries of the Premises or rights in, under or above the streets adjoining the Premises or the rights and benefits of light, air or access from or to such streets, shall be so taken, or the grade of any such streets shall be changed, in any such case in a manner that the remaining part after Landlord makes repairs portion of the Premises can be adapted and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy economically operated for the purposes and uses permitted by this Leasein substantially the same manner as it was operated prior thereto in Tenant’s good faith business judgment, Tenant shall give prompt notice thereof to Landlord, this Lease shallshall continue in full force and effect and Annual Rent shall be equitably abated. Tenant shall proceed, with reasonable diligence, to perform any necessary repairs and to restore the Premises to an economically viable unit in strict accordance with all Legal Requirements and the requirements of Article 7 above, and as nearly as possible to the part so taken terminate condition the Premises was in immediately prior to such taking, provided, however, any such repair or restoration costs resulting from such partial taking shall be paid from the Condemnation Proceeds. The Condemnation Proceeds shall be paid to Tenant or as of Tenant may direct as the date that possession of such part restoration of the Premises is taken and progresses, to pay or reimburse Tenant for the Base Monthly Rental shall be reduced in the same proportion that the floor area cost of the such restoration. Any portion of the Building Condemnation Proceeds not so taken (less any addition thereto by reason of any reconstruction) bears used for such restoration shall be paid to Tenant to the original floor area extent that it is attributable to Tenant’s Estate, or Tenant’s personal property or the Improvements (or That of the Building. Tenant shallits invitees, at its sole cost agents or Subtenants) and expense, make all necessary repairs or alterations to Landlord to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds extent that it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion is attributable to the degree to which TenantLandlord’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionEstate.

Partial Taking. If part of the Building, the Unit or the Premises is taken by Eminent Domain (but not substantially all of the Premises), this Lease shall be unaffected by such taking, except that: (a0 if more than 75% of the gross floor area of the Building or more than 25% of the Unit Area shall be taken, whether or not any portion of the Premises shall be affected thereby, or if so much of the Unit, the Common Elements or the Building shall be taken that the Board of Managers determines that the Unit or the Common Elements cannot be restored, reconstructed or replaced in a suitable manner so that the Unit may continue to be used for the purposes intended or that it would be economically or operationally impractical to operate the portion of the Building remaining after the taking, Landlord may, at its option, terminate this Lease by giving Tenant notice to that effect within 10 days after the Date of the Taking, and (b0 if 25% or more of the Premises Area of the Premises (prior to the taking) shall be so taken and the Premises Area of the Premises remaining after such taking shall not be reasonably sufficient for Tenant to continue the operation of its business at the Premises, or if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to the Premises, Tenant may, at its option, terminate this Lease by giving Landlord notice to that effect within 10 days after the Date of the Taking. This Lease shall terminate no later than the Date of the Taking, and the Rents shall be prorated and adjusted as of such termination date. Upon a partial taking, where this Lease continues in force as to any part of the Premises is taken and Premises, (i) the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined Base Rent shall be reduced by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as an amount equal to the part so taken terminate as of Base Rent attributable to the date that possession of such part portion of the Premises is taken and the Base Monthly Rental Tenant's Share shall be reduced in adjusted to equal the same proportion percentage that the floor area Rentable Area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) Premises left to Tenant bears to the original floor area Unit Area after the taking, and (ii) Landlord shall, or shall use reasonable efforts to cause the Board of Managers to, repair or restore the remaining portions of the Premises, the Unit or the Building. Tenant shall, at its sole cost and expenseas the case may be, make with reasonable dispatch after collection of substantially all necessary repairs or alterations of the award attributable to the Building so taking by Eminent Domain; provided, however, that neither Landlord nor the Board of Managers, as the case may be, shall be required to make the portion expend on such repair or restoration amounts in excess of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion total awards (net of the Building in accordance with the terms and provisions costs of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%collection) collected by it on account of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessiontaking.

Partial Taking. If Following a taking of any part of the Property for any public or quasi-public use under any governmental requirements or by right of eminent domain or by purchase in lieu thereof, if this Lease is not terminated as provided in Section 18.1 above, then subject to the prior rights of a Superior Mortgage, Landlord will, to the extent of condemnation proceeds (excluding any proceeds for land) actually received by Landlord, restore the Property and other improvements on the Property to the extent necessary to make the Premises is taken reasonably tenantable. 18.2.1 The Base Rent and all other charges payable under this Lease during the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably period for which the Premises are untenantable will be reduced to an amount determined by Landlord and Tenant, multiplying the Rent that otherwise would be payable but for Tenant’s continued occupancy for this provision by the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as of the date ratio that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) not rendered untenantable bears to the original floor area entire of the Building. Premises prior to the taking. 18.2.2 If Landlord fails to substantially complete those portions of the restoration which are Landlord's obligations hereunder, within 180 working days of the date of the physical possession by the condemning authority, Tenant shallmay at its option terminate this Lease by delivering written notice of termination to Landlord. 18.2.3 Tenant, at its Tenant's sole cost and expenseexpense shall proceed with reasonable diligence to restore the remaining parts of the Premises which are deemed Landlord's Property and Tenant's Property pursuant hereto, make all necessary repairs or alterations to substantially their former condition to the Building so as extent feasible, subject to make reasonable changes which Tenant shall deem desirable and Landlord shall approve. Such work by Tenant shall be deemed alterations and subject to the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionfor alterations.

Partial Taking. If any part title to less than the whole or substantially all of the Premises Land is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined or condemned by Landlord and Tenant, any competent authority for Tenant’s continued occupancy for the purposes and uses permitted by this Leaseany public or quasi-public use, this Lease shallwill not terminate, and the Rent and the other obligations payable and performable by Lessee as to provided in this Lease for the part so taken terminate remainder of the Term will be reasonably and proportionately reduced by Lessor as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impairednext Lease Anniversary. Notwithstanding the foregoing, if more than twenty-five percent (25%) the Partial Taking prevents the continued business of Lessee in the remainder of the square footage of Land in such a manner that Lessee, in Lessee’s reasonable opinion, cannot earn a fair and reasonable net return from the Building is taken or sold under such threatcontinued business, Landlord may Lessee will have the option to surrender and terminate this Lease as of the date that the condemning authority takes possession by delivery of giving written notice of such the election to Lessor within twenty fifteen (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (2015) days after the date of vesting of title in the condemnation action. If Lessee exercises the option of Lessee to surrender and terminate this Lease in accordance with this Section, the parties will estimate the balance of Rent and other obligations payable or to be performed by Lessee to facilitate the calculation of the condemnation award. As damages for a partial taking, Lessor shall be entitled to claim the full market value of the taken portion of the Land, the value of Lessor's rights under this Lease, and any rights reserved to Lessor under this Lease that are taken or condemned; and Lessee shall be entitled to claim damages equal to the injury caused to the leasehold estate by the partial taking. Lessor and Lessee shall pursue their various claims separately and solely against the condemning authority shall have taken possessionauthority.

Partial Taking. If any part there is a Partial Taking but VTUSA reasonably determines that as a result of the Partial Taking, the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined cannot be operated by Landlord and Tenant, for Tenant’s continued occupancy VTUSA for the purposes Permitted Use, then VTUSA may terminate this Agreement upon written notice to City delivered no more than 45 days after VTUSA and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area City have been notified of the portion of the Building so taken (less any addition thereto by reason Premises to be condemned. If VTUSA elects to terminate this Agreement, the condemnation award shall be split as if there was a complete condemnation. However, if there is a Taking of any reconstruction) bears to the original floor area a portion of the BuildingPremises, and VTUSA reasonably determines that the remaining portion can be adapted and used to operate the Station in the same manner it was previously operated, then this Agreement shall continue in full force and effect, and City, if requested by VTUSA, shall reasonably negotiate modified terms of the Agreement that allow VTUSA to proceed with the Agreement. Tenant shallIf the parties are unable to agree on modified Agreement terms, at its sole cost then VTUSA shall have the right to cancel this Agreement no later than 45 days after VTUSA and expense, make all necessary repairs or alterations to the Building so as to make City have been notified of the portion of the Building Premises to be condemned. If VTUSA does not taken a complete architectural unit elect to terminate the Agreement, the parties shall proceed in accordance with the terms hereof and provisions the award shall be apportioned as follows: 22.2.1. First, to VTUSA to the extent required, pursuant to the terms of Section 19.4this Agreement, Landlord shall make available for the restoration of the Premises; 22.2.2. Second, to Tenant any condemnation proceeds it receives which are allocable to such the City, but only if the City is not the authority condemning the Premises, the portion of the Building award allocated to the fair market value of the Premises which are taken, considered as vacant and unimproved; 22.2.3. Third, to VTUSA, the amount by which the value of VTUSA’s interest in accordance with the terms and provisions Premises was diminished by the taking or condemnation; and 22.2.4. The remaining balance of Section 19.4. Base Monthly Rental due and payable hereunder the award shall be temporarily abated during such restoration period split between the City and VTUSA as set forth in proportion to Section 22.1.3, except that VTUSA will receive the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) entire remaining balance of the square footage of award if the Building City is taken or sold under such threat, Landlord may terminate this Lease the authority condemning the Premises. 22.2.5. The City represents to VTUSA that as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking orexecution of this Agreement, in the absence thereof, within twenty (20) days after City has no knowledge of any Taking of the condemning authority shall have taken possessionPremises contemplated by any Governmental Authority including but not limited to the City.

Partial Taking. If any part more than fifteen percent (15%) of the Rentable Area of the Leased Premises is taken and or appropriated by the remaining part after Landlord makes repairs and alterations is reasonably suitablepower of eminent domain, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shallat the option of either party, as may be terminated by written notice given to the part so taken terminate other party not more than thirty (30) days after Landlord and Tenant receive written notice of the taking or appropriation, and such termination shall be effective as of the date that possession Tenant is required to vacate the portion of the Leased Premises so taken. If more than ten percent (10%) of the Common Area of the Bank of America Building is taken by the power of eminent domain, then Landlord, at its option, may terminate this Lease by written notice given to Tenant within sixty (60) days of the date of such part taking. If this Lease is so terminated, all Rent, Additional Rent and Other Charges due hereunder shall be paid to the date of termination. Whenever any portion of the Leased Premises or Common Area is taken by the ▇▇▇▇▇▇▇▇▇▇.▇▇▇ NNN Lease 31 power of eminent domain and this Lease is not terminated, Landlord, at its expense, shall proceed with reasonable dispatch to restore, to the Base Monthly Rental extent that it is reasonably prudent, the remainder of the Leased Premises and Common Area to their condition immediately prior to such taking, and Tenant, at its sole expense, shall proceed with reasonable dispatch to restore the fixtures and improvements installed by Tenant and Tenant’s furniture, furnishings, and equipment to the same condition they were in immediately prior to such taking. From the date Tenant is required to vacate that portion of the Leased Premises so taken, the Rent and Additional Rent payable hereunder shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area Rentable Area of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations Leased Premises prior to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessiontaking.

Partial Taking. If any part a portion of the Premises is taken condemned and Section 9.2 does not apply, the remaining part after Landlord makes Lease shall continue on the following terms: (1) Lessor shall be entitled to all of the proceeds of condemnation, and Lessee shall have no claim against Lessor as a result of the condemnation, except it shall have a claim against the condemning authority as permitted by statute, for the value of fixtures installed by it, relocation expenses and for reasonable moving expenses, if applicable. (2) Lessor shall proceed, promptly upon its receipt of the condemnation award, to make such repairs and alterations is reasonably suitable, to the Premises as are necessary to restore the remaining Premises to a condition as comparable as reasonably determined by Landlord practicable to that existing at the time of the condemnation. Such repairs shall be completed as rapidly as reasonably practical, subject to obtaining all necessary building approvals and Tenantpermits, for Tenant’s continued occupancy for and shall be completed within six (6) months unless delayed without fault or neglect of Lessor (excusable delay shall include the purposes delay of building officials in granting permits, where Lessor has submitted timely and uses permitted by this Lease, this Lease shall, as adequate plans and specifications). If such repairs are delayed longer than six (6) months due to the part so taken fault or neglect of Lessor, Lessee may terminate as of the Lease. (3) After the date that possession of such part on which title vests in the condemning authority or an earlier date on which alterations or repairs are commenced by Lessor, to restore the balance of the Premises is taken and in anticipation of taking, the Base Monthly Rental Rent shall be reduced in proportion to the same proportion that the floor area reduction in usable space on account of the partial taking. If the parties are unable to agree on the amount of rent, the amount shall be determined by arbitration in the manner provided in Section 20. (4) During any period of reconstruction or renovation, there shall be an abatement of Base Rent, and all other charges under the Lease until the Lessee is reasonably able to use the property for the authorized purpose. (5) If a portion of Lessor's property not included in the Premises is taken, and severance damages are awarded on account of the Premises, or an award is made for detriment to the Premises as a result of activity by a public body not involving a physical taking of any portion of the Building so taken (less any addition thereto by reason of any reconstructionPremises, this shall be regarded as a partial condemnation to which Sections 9.1(1) bears and 9.1(3) apply, and the Base Rent shall be reduced to the original floor area extent of reduction in rental value of the Building. Tenant shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so Premises as to make the though a portion had been physically taken. (6) The term of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder Lease shall be temporarily abated during such restoration automatically extended by any period in proportion of time that Lessee's business is closed due to a partial taking or the degree to which Tenant’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken renovation or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence repair thereof, within twenty (20) days after the condemning authority shall have taken possession.

Partial Taking. If any part less than substantially all of the Premises is shall be taken for any public or quasi-public use under the power of eminent domain or by purchase under threat of condemnation by any governmental agency, or if any appurtenances of the Premises or any vaults or areas outside the boundaries of the Premises or rights in, under or above the streets adjoining the Premises or the rights and benefits of light, air or access from or to such streets, shall be so taken, or the grade of any such streets shall be changed, in any such case in a manner that the remaining part after Landlord makes repairs portion of the Premises can be adapted and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy economically operated for the purposes and uses permitted by this Leasein substantially the same manner as it was operated prior thereto in Tenant’s good faith business judgment, Tenant shall give prompt notice thereof to Landlord, this Lease shallshall continue in full force and effect and Annual Rent shall be equitably abated. Tenant shall proceed, with reasonable diligence, to perform any necessary repairs and to restore the Premises to an economically viable unit in strict accordance with all Legal Requirements and the requirements of Article 7 above, and as nearly as possible to the part so taken terminate condition the Premises was in immediately prior to such taking, provided, however, any such repair or restoration costs resulting from such partial taking shall be paid from the Condemnation Proceeds. The Condemnation Proceeds shall be paid to Tenant or as of Tenant may direct as the date that possession of such part restoration of the Premises is taken and progresses, to pay or reimburse Tenant for the Base Monthly Rental shall be reduced in the same proportion that the floor area cost of the such restoration. Any portion of the Building Condemnation Proceeds not so taken (less any addition thereto by reason of any reconstruction) bears used for such restoration shall be paid to Tenant to the original floor area extent that it is attributable to Tenant’s Estate, or Tenant’s personal property or the Improvements (or that of the Building. Tenant shallits invitees, at its sole cost agents or Subtenants) and expense, make all necessary repairs or alterations to Landlord to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds extent that it receives which are allocable to such portion of the Building in accordance with the terms and provisions of Section 19.4. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion is attributable to the degree to which TenantLandlord’s use of Premises is impaired. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possessionEstate.

Partial Taking. If any part of the Premises is taken and the remaining part after Landlord makes repairs and alterations is reasonably suitable, as reasonably determined by Landlord and Tenant, for Tenant’s continued occupancy for the purposes and uses permitted by this Lease, this Lease shall, as to the part so taken terminate as of the date that possession of such part of the Premises is taken and the Base Monthly Rental shall be reduced in the same proportion that the floor area of the portion of the Building so taken (less any addition thereto by reason of any reconstruction) bears to the original floor area of the Building. Tenant Landlord shall, at its sole cost and expense, make all necessary repairs or alterations to the Building so as to make the portion of the Building not taken a complete architectural unit in accordance with unit. Such work shall not, however, exceed the terms and provisions of Section 19.4, Landlord shall make available to Tenant any condemnation proceeds it receives which are allocable to such portion scope of the Building work done by Landlord in accordance with originally constructing the terms and provisions of Section 19.4Building. Base Monthly Rental due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree to which Tenant’s use of Premises is impaired. Each party hereby waives the provisions of Section 1265.130 of the California Code of Civil Procedure allowing either party to petition the Superior Court to terminate in the event of a partial taking of the Building or Premises. Notwithstanding the foregoing, if more than twenty-five percent (25%) of the square footage of the Building is taken or sold under such threat, Landlord may terminate this Lease as of the date that the condemning authority takes possession by delivery of written notice of such election within twenty (20) days after Landlord has been notified of the taking or, in the absence thereof, within twenty (20) days after the condemning authority shall have taken possession.