Common use of Partial Taking Clause in Contracts

Partial Taking. If title to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Lease.

Partial Taking. If title In case of a Taking other than a Total Taking (a "Partial Taking") during the Lease Term, Lessee shall give prompt notice thereof to less than the whole of the Leased -------------- Property is condemnedLessor, Indenture Trustee and the Leased Property is not Unsuitable for its Primary Intended Use, Participants and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2, Tenant at its cost Lessee shall with all reasonable dispatch, but only have the following options: (1) to the extent of any condemnation awards made available the Taking relates to Tenant and any other sums advanced by Landlord pursuant to the next sentencean Improvement, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord Lessee shall have the right, in at its sole discretioncost and expense, to nullify construct a replacement Improvement on the termination Site which has a Fair Market Value, expected residual value, condition, utility and keep this Lease in full force by providingremaining economic useful life at least equal to the Improvement which is the subject of the Taking, (2) to replace the Leased Property within thirty ONE HUNDRED EIGHTY (30180) days after Tenant's Notice of termination, a Notice such notice in accordance with Section 5.2 or (3) to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If terminate this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time with respect to time for the reasonable costs that part of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property subject to the Partial Taking on the date title thereto vests in the condemning authority responsible for the Taking, provided that if the option referred to in clause (3) is elected, at its cost, Lessee shall restore so much of the Leased Property as remains to good condition and repair, in compliance with Applicable Law. In each case, Lessee shall continue to remain liable for the performance in full of all of its obligations under this Lease, including, without limitation, the obligation to pay in full Rent, Stipulated Loss Value, and all other amounts due and owing under this Lease without any reduction, abatement or limitation. The option referred to in clause (1) must be elected prior to the date that title vests in the condemning authority responsible for the Taking, and shall be accompanied by an Officer's Certificate of Lessee with respect to the cost of construction of the replacement Improvement and the estimated time for completion thereof. Any condemnation proceeds attributable to the portion of the Leased Property subject to the Partial Taking shall be paid to Lessee for application to all expenses of Lessor, Lessee, the Participants and Indenture Trustee (if the Loan is outstanding and the Liens of the Security Documents have not been discharged and released) under this Section 15.2 (including, without limitation, reasonable attorneys' fees and expenses) and the cost of construction as described in clause (1), the cost of replacement as described in clause (2) or the cost of restoration as described in clause (3) of the first sentence of this Section 15.

Partial Taking. If title to less In the event that (a) more than the whole twenty-five percent (25%) of the Leased -------------- Property floor area of any of the Premises is condemnedtaken under the power of eminent domain; or (b) by reason of any appropriation or taking, and regardless of the Leased Property amount so taken, the remainder of any of the Premises is not Unsuitable one undivided parcel of property; or (c) as a result of any taking, regardless of the amount so taken, the remainder of any of the Premises is rendered unsuitable for its Primary Intended Use, the continued operation of Tenant’s business as determined by Tenant in good faith and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2based on commercially reasonable standards and criteria, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in addition to its sole discretionrights under Article 24, to nullify the termination and keep terminate this Lease with respect to such taken Premises, upon giving notice in full force by providing, writing of such election within thirty sixty (3060) days after receipt by Tenant from Landlord of written notice that said Premises have been so appropriated or taken (with the understanding that such period of time may be extended as reasonably necessary for Tenant to assess the effect of such partial taking on Tenant's Notice ’s continued operation of its business at the Premises, subject to Landlord’s prior written consent, which consent shall not be unreasonably withheld) provided Tenant shall continue to pay Annual Rent and other amounts accruing hereunder through the date of termination. In the event of such termination, a Notice upon Tenant’s payment to Landlord of all rents and other amounts accruing hereunder through such date and in connection with such termination as set forth herein, both Landlord and Tenant shall thereupon be released from any liability thereafter accruing hereunder, except as to obligations hereunder which survive the termination hereof and the Annual Rent shall be adjusted as set forth in Section 15.05 below. Each Party agrees immediately after learning of Landlord's unconditional, legally binding obligation any actual or contemplated appropriation or taking to be responsible for all restoration costs give to the other party notice in excess of the condemnation Awardswriting thereof. If this Lease is not terminated terminated, Tenant shall remain in that portion of the Premises not so taken and Tenant restores the FacilityTenant, the condemnation awards, at Tenant’s sole cost and any other sums made available by Landlord as aforesaidexpense, shall be held in trust by restore the remaining portion of the Premises as soon as possible to a complete unit of the quality and character as existed prior to such taking. Landlord and paid out by Landlord from time agrees to time reimburse Tenant for the reasonable costs cost of such restoration upon satisfaction restoration, but in no event shall Landlord’s obligation to reimburse Tenant for the cost of reasonable terms and conditionsrestoring the remaining portion of the Premises exceed the amount of award of compensation that Landlord receives for a partial taking of that portion of the Premises resulting in the need for restoration. So long as this Lease is not terminated in the manner provided above, and any excess awards remaining after such restoration there shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance an adjustment of the Facility, Annual Rent payable by Tenant hereunder for the Premises by reason of any partial taking as set forth in Section 15.05 below. Tenant hereby waives any statutory rights of termination which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values may arise by reason of any partial taking of any of the respective estates and interests Premises under the power of Landlord and Tenant in and to the Leased Property and under this Leaseeminent domain.

Partial Taking. If title Subject to any Loan Documents, in case of a Taking of less than the whole all of the Leased -------------- Property is condemnedProperty, and 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 Project (after Restoration referred to in (c), below (i) can be used for the Primary Intended Use and (ii) will allow Lessee to complete the Restoration for an amount not to exceed the proceeds from the Taking. If it is determined by Lessee that the remaining Leased Property is cannot Unsuitable be used for its the Primary Intended Use, then and in such event this Lease shall terminate as of the Vesting Date and the Base Rent, Percentage Rent and Additional Charges shall be apportioned and paid to the date of termination and no other claim or demand of any kind shall be made by Lessor against Lessee by reason of such termination. If it is determined that Lessee cannot Uneconomic complete the Restoration for its Primary Intended Use, an amount that is less than or if Tenant or Landlord is entitled but neither elects equal to the proceeds from the Taking then and in such event Lessee can elect to terminate this Lease as provided in Section 15.2of the Vesting Date and the Base Rent, Tenant at its cost Percentage Rent and Additional Charges shall with all reasonable dispatch, but only be apportioned and paid to the extent date of termination and no other claim or demand of any condemnation awards kind shall be made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion Lessor against Lessee by reason of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the othertermination; provided, however thathowever, that if such termination there is by Tenantat least 24 months remaining in the Term, Landlord Lessor may agree to pay the excess Restoration expenses in which case this Lease shall have not terminate and Lessee shall undertake the rightRestoration of the Project in accordance with the terms of (c), below. (b) If, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice case of termination, a Notice to Tenant Taking of Landlord's unconditional, legally binding obligation to be responsible for less than all restoration costs in excess of the condemnation Awards. If Leased Property, this Lease is not terminated in accordance with the provisions of (a) above, this Lease shall continue in full force and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord effect as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values remaining portion of the respective estates and interests of Landlord and Tenant in and to the Leased Property without any reduction in the Base Rent and under Percentage Rent, except as expressly provided in Section 15.3. No such partial taking shall operate 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, ▇▇▇▇▇ 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 title to Upon any such taking of less than the whole or substantially all of the Leased -------------- Property Project Site, as promptly as possible a determination under the ESA shall be made as to whether the ESA shall be terminated pursuant to Section 7.1(c) thereof. (a) If the ESA is condemnedterminated as a result of such partial taking, and the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate then this Lease as provided in Section 15.2, Tenant at its cost shall be terminated concurrently with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit termination of the same general character ESA and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have share any award or awards as follows: (i) if the right aggregate amount of such awards equals or exceeds (x) the purchase price then payable under Section 9.3 of the ESA plus (y) the fair value of the portion of the Project Site being taken, then Landlord shall be entitled to terminate receive an amount equal to the fair value of the Project Site being taken and Tenant shall be entitled to receive an amount equal to the purchase price which would then be payable under Section 9 of the ESA if the Project were then purchased by Landlord from Tenant pursuant to such section, and Landlord and Tenant shall each be entitled to receive an amount equal to fifty (50) percent of the amount (if any) by which the aggregate awards exceed the amount described in clauses (x) and (y) immediately preceding; and (ii) if the aggregate awards are less than an amount equal to the aggregate amount under clauses (i)(x) and (i)(y) preceding, (b) If the ESA is not terminated as a result of such partial taking, then (i) Tenant, at its sole cost and expense, shall complete Tenant's Work and comply with its obligations in respect of restoring the Project set forth in Section 7.1(a) of the ESA; (ii) this Lease, without Lease shall continue and the Term shall not be reduced or affected in any way affecting any other leases way; and (iii) at Tenant's election, the award or awards made in effect between Landlord connection with such taking shall be distributed to Tenant in whole or in part and Tenant, by giving Notice the amount which Tenant receives shall be applied to the other; providedcost and expense of restoring the Project, however thatwith any excess deemed to be a payment in reduction of the "Investment in the Northwind Facilities" under the ESA. In the event such excess is applied to reduce the "Investment in the Northwind Facilities," the Contract Capacity Charge payable by Landlord under the ESA shall be reduced to reflect such payment (such reduction to be determined by assuming that such payment is applied 60% in reduction of debt incurred to finance the Project and 40% as a return of Tenant's capital). If the ESA is not terminated, then, to the extent (if such termination is any) that the cost of restoring the Project exceeds any award or awards which are received by Tenant, Landlord the "Investment in the Northwind Facilities" shall have the right, in its sole discretion, to nullify the termination be adjusted accordingly and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess pay the Contract Capacity Charge under the ESA during the balance of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, term thereof then in effect shall be held modified in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Leaseaccordance therewith.

Partial Taking. If title Subject to any Loan Documents, in case of a Taking of less than the whole all of the Leased -------------- Property is condemnedProperty, and 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 Project (after Restoration referred to in (c), below (i) can be used for the Primary Intended Use and (ii) will allow Lessee to complete the Restoration for an amount not to exceed the proceeds from the Taking. If it is determined by Lessee that the remaining Leased Property is cannot Unsuitable be used for its the Primary Intended Use, then and in such event this Lease shall terminate as of the Vesting Date and the Base Rent, Percentage Rent and Additional Charges shall be apportioned and paid to the date of termination and no other claim or demand of any kind shall be made by Lessor against Lessee by reason of such termination. If it is determined that Lessee cannot Uneconomic complete the Restoration for its Primary Intended Use, an amount that is less than or if Tenant or Landlord is entitled but neither elects equal to the proceeds from the Taking then and in such event Lessee can elect to terminate this Lease as provided in Section 15.2of the Vesting Date and the Base Rent, Tenant at its cost Percentage Rent and Additional Charges shall with all reasonable dispatch, but only be apportioned and paid to the extent date of termination and no other claim or demand of any condemnation awards kind shall be made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion Lessor against Lessee by reason of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the othertermination; provided, however thathowever, that if such termination there is by Tenantat least 24 months remaining in the Term, Landlord Lessor may agree to pay the excess Restoration expenses in which case this Lease shall have not terminate and Lessee shall undertake the rightRestoration of the Project in accordance with the terms of (c), below. (b) If, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice case of termination, a Notice to Tenant Taking of Landlord's unconditional, legally binding obligation to be responsible for less than all restoration costs in excess of the condemnation Awards. If Leased Property, this Lease is not terminated in accordance with the provisions of (a) above, this Lease shall continue in full force and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord effect as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values remaining portion of the respective estates and interests of Landlord and Tenant in and to the Leased Property without any reduction in the Base Rent and under Percentage Rent, except as expressly provided in Section 15.3. No such partial taking shall operate 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 title to the fee of less than the whole of the a Leased -------------- Property is shall be so taken or condemned, and Lessee shall give Lessor Notice of such partial taking or condemnation within five (5) Business Days of the occurrence thereof. If such Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic still suitable for its Primary Intended Use, or if Tenant Lessee or Landlord is entitled Lessor shall be so entitled, but neither elects shall not elect to terminate this Master Lease with respect to such Leased Property as provided in Section 15.215.3 hereof, Tenant at its cost Lessee shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, dispatch restore the untaken portion of any the Leased Improvements on such Leased Property so that such Leased 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 Leased Improvements existing immediately prior to such Condemnation or Taking. Lessee shall commence the Condemnation. If the condemnation Awards are not adequate to restore restoration of the Facility to that conditionon such Leased Property within sixty (60) days of the Partial Taking, each of Landlord and Tenant shall have complete the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice restoration within the Reconstruction Period following such Partial Taking. Lessor shall contribute to the other; cost of restoration such portion of the Condemnation Award payable to Lessor, if any, together with severance and other damages awarded for taken Leased Improvements, provided, however thathowever, the amount of such contribution shall not exceed the cost of restoration. As long as no Event of Default has occurred hereunder, if such termination the Award is by Tenantin an amount less than the Self-Administered Amount, Landlord Lessor shall have pay the rightsame to Lessee. As long as no Event of Default has occurred hereunder, if the Award is in its sole discretionan amount more than the Self-Administered Amount, Lessor shall make the portion of the Award to nullify which it is entitled available to Lessee in the termination and keep this Lease same manner as is provided in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible Section 14.9 for all restoration costs insurance proceeds in excess of the condemnation AwardsSelf-Administered Amount. The Base Rent shall be reduced by reason of such Partial Taking to an amount agreed upon by Lessor and Lessee. If Lessor and Lessee cannot agree upon a new Base Rent, then the Base Rent for such Facility shall be proportionately reduced in accordance with the number of licensed beds no longer operable at such Facility solely by reason of the Partial taking. If Lessee fails to make the election or if it elects not to restore, or if it fails to commence or complete the restoration within the time limits specified in this Section 15.5, then Lessee shall be deemed to have elected to purchase such affected Leased Property for a purchase price equal to the Minimum Purchase Price. If Lessee fails to make the election to terminate this Lease as to the affected Leased Property or if it is not terminated and Tenant restores required to restore the Facilityaffected Leased Property but thereafter fails to commence or complete the restoration within the time periods specified in this Section 15.5, the condemnation awards, and any other sums made available by Landlord as aforesaid, then Lessee shall be held deemed to have elected to purchase such affected Leased Property for a purchase price equal to the Minimum Purchase Price. Lessee shall complete the purchase within (i) one hundred eighty (180) days of the Partial Taking if Lessee elects not to restore or (ii) sixty (60) days after the end of the Reconstruction Period in trust by Landlord and paid out by Landlord from time the event Lessee elects, but fails, to time restore the affected Leased Property. In any such purchase, Lessee shall receive a credit for the reasonable costs portion of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be Award retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeaseLessor.

Partial Taking. If title to less than Substantially All of Tenant’s Facility shall be so taken or condemned, this Lease shall continue in effect with respect to the whole portions of the Leased -------------- Property is Tenant’s Facility not so taken or condemned, and the Leased Property is portions of the Tenant’s Facility not Unsuitable so taken or condemned and the provisions hereof shall not be affected with respect thereto. There shall be no reduction or abatement of the Rent payable hereunder by reason of any such partial taking. The aggregate proceeds of the award for its Primary Intended Usesuch taking shall be apportioned and paid, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent available, in the following order of priority: (1) Landlord and Tenant shall each be entitled, on a dollar-for-dollar basis, to their respective expenses and charges, including without limitation, reasonable attorneys’ fees incurred in connection with such taking or condemnation or the collection and payment of such proceeds, but excluding such expenses and charges incurred by Landlord acting in its capacity as Governmental Authority and not as Landlord under this Lease. (2) Landlord shall be entitled to all proceeds of any condemnation awards made available award attributable to Tenant Landlord’s interest in Landlord’s Facility, the Land and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit part of the same general character Air Space Parcel so taken, considered as vacant and condition unimproved and free of this Lease (as nearly as may be possible under with interest thereon from the circumstances) as date of taking at the Leased Improvements existing rate paid by the taking Governmental Authority, and the fair market value (immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each taking) of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep Landlord’s reversionary interest under this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess the part of the condemnation Awards. If Tenant’s Facility so taken, considered as improved by Tenant’s Facility and by the other Improvements made by Tenant (with interest thereon from the date of taking at the rate paid by the taking Governmental Authority). (3) The Leasehold Mortgagee under a Leasehold Mortgage authorized under this Lease is not terminated and Tenant restores shall be entitled to receive all proceeds of any award attributable to Tenant’s interest in the Tenant’s Facility, including, but not limited to, the condemnation awards, fair market value (immediately prior to the taking) of Tenant’s interest under the Lease of the portion of the Tenant’s Facility so taken and the fair market value (immediately prior to the taking) of the portion of Tenant’s Facility and any other sums improvements theretofore made available by Landlord as aforesaidTenant and Tenant’s furnishings, fixtures and equipment so taken (with interest thereon from the date of taking at the rate paid by the taking Governmental Authority. The Leasehold Mortgagee shall disburse such proceeds in accordance with Section 7.5 hereof, and upon completion of and payment for all restoration, the balance, if any, of such proceeds shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeaseTenant.

Partial Taking. If title to less than the whole any portion of the Leased -------------- Property is condemned, and the any Leased Property is taken by Condemnation, this Lease shall remain in effect as to such Leased Property if the Facility(ies) located thereon is not thereby rendered Unsuitable for its For Its Primary Intended Use as reasonably determined by Landlord, but if the Facility(ies) is/are thereby rendered Unsuitable For Its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease shall terminate as provided to such Leased Property on the Date of Taking, in which event the provisions of Section 15.217.9 governing the deletion of one or more Leased Properties from this Lease upon a Condemnation shall apply. If, Tenant at its cost shall with all reasonable dispatch, but only to the extent as a result of any condemnation awards made available to Tenant and any other sums advanced such partial taking by Landlord pursuant to the next sentenceCondemnation, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated as provided above, Tenant’s obligation to make payments of Rent and Tenant restores to pay all other charges required under this Lease shall remain unabated during the FacilityTerm notwithstanding such Condemnation, unless the taking includes a material part of the Facility on any Leased Property, in which event, from and after such taking, Rent hereunder shall be equitably abated, as determined by Landlord, in its reasonable discretion. In the event of any partial taking by Condemnation of any Leased Property, the condemnation awardsentire 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 other sums made available reasonable removal and relocation costs included in the Award; and (ii) a sum specifically attributable to the cost of restoring the Leased Property in accordance with Section 16.4 hereof; and (iii) a sum specifically attributable to the interruption of business operations, which sum, if and to the extent received by Landlord as aforesaidLandlord, shall be held in trust by credited against payments of Rent and other charges due from Tenant to Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Lease.

Partial Taking. If title to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant Lessee or Landlord Lessor is entitled but neither elects not to terminate this Lease as provided in Section 15.215.3, Tenant Lessee at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant Lessee and any other sums advanced by Landlord Lessor pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards awards are not adequate to restore the Facility to that condition, each of Landlord Lessor and Tenant Lessee shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord Lessor and TenantLessee, by giving Notice to the other; provided, however thathowever, that if such termination is by TenantLessee, Landlord Lessor shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Lessee’s Notice of termination, a Notice to Tenant Lessee of Landlord's Lessor’s unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awardsawards. If this Lease is not terminated and Tenant Lessee restores the Facility, the condemnation awards, and any other sums made available by Landlord Lessor as aforesaid, subject to the terms of any lender mortgage, shall be held in trust by Landlord Lessor and paid out by Landlord Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord Lessor unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award award shall be equitably apportioned between Landlord Lessor and Tenant Lessee in proportion to the then fair market values of the respective estates and interests of Landlord Lessor and Tenant Lessee in and to the Leased Property and under this Lease.

Partial Taking. If title to less than In the whole event of a Partial Taking of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2Facility, Tenant at its cost shall with all reasonable dispatch, but only commence and diligently proceed to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any the Leased Improvements on the 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 the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the othersuch Partial Taking; provided, however thathowever, that if such termination is by Tenanta Partial Taking renders the Facility Unsuitable for Its Primary Intended Use, Landlord Tenant shall have the right, in its sole discretion, exercisable by written notice to nullify the termination and keep this Lease in full force by providing, Landlord within thirty (30) days after such Partial Taking is final without appeal permitted, and before the Condemnor takes possession, to purchase the Facility for the Facility Purchase Price, which purchase shall be completed within sixty (60) days of such notice. Landlord shall contribute to the cost of restoration, or if Tenant elects to purchase the 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, (b) no Event of Default is then continuing and (c) the Award is equal to or less than the Approval Threshold, then Landlord's Notice of termination, a Notice contribution shall be made to Tenant prior to the commencement of Landlord's unconditionalthe restoration. If (a) Tenant elects to restore the Facility, legally binding obligation (b) no Event of Default is then continuing and (c) the Award is more than the Approval Threshold, then Landlord shall make the Award available to be responsible Tenant in the manner provided in Section 14.10 hereof for all restoration costs insurance proceeds in excess of the condemnation AwardsApproval Threshold. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, The Base Rent shall be held in trust reduced by reason of such Partial Taking to an amount agreed upon by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditionsTenant, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between if Landlord and Tenant cannot agree upon a new Base Rent, the new Base Rent amount shall be equal to the Base Rent prior to the Partial Taking, reduced in proportion to the then fair market values reduction in the Fair Rental Value of the respective estates and interests of Landlord and Tenant in and to the Facility or Leased Property and under this Leaseresulting from the Partial Taking.

Partial Taking. If title to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable still suitable for its Primary Intended Use, Use and not Uneconomic for its Primary Intended Use, or if Tenant Lessee or Landlord Lessor is entitled but neither elects to terminate this Lease as provided in Section 15.215.3, Tenant Lessee at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant Lessee and any other sums advanced by Landlord Lessor pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards awards are not adequate to restore the Facility to that condition, each of Landlord Lessor and Tenant Lessee shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord Lessor and TenantLessee, by giving Notice to the other; provided, however that, if such termination is by TenantLessee, Landlord Lessor shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after TenantLessee's Notice of termination, a Notice to Tenant Lessee of LandlordLessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awardsawards. If this Lease is not terminated and Tenant Lessee restores the Facility, the condemnation awards, and any other sums made available by Landlord Lessor as aforesaid, shall be held in trust by Landlord Lessor and paid out by Landlord Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord Lessor unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award award shall be equitably apportioned between Landlord Lessor and Tenant Lessee in proportion to the then fair market values of the respective estates and interests of Landlord Lessor and Tenant Lessee in and to the Leased Property and under this Lease.

Partial Taking. If title to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant Lessee or Landlord Lessor is entitled but neither elects to terminate this Lease as provided in Section 15.215.3, Tenant Lessee at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant Lessee and any other sums advanced by Landlord Lessor pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards awards are not adequate to restore the Facility to that condition, each of Landlord Lessor and Tenant Lessee shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord Lessor and TenantLessee, by giving Notice to the other; provided, however that, if such termination is by TenantLessee, Landlord Lessor shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after TenantLessee's Notice of termination, a Notice to Tenant Lessee of LandlordLessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awardsawards. If this Lease is not terminated and Tenant Lessee restores the Facility, the condemnation awards, and any other sums made available by Landlord Lessor as aforesaid, shall be held in trust by Landlord Lessor and paid out by Landlord Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord Lessor unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award award shall be equitably apportioned between Landlord Lessor and Tenant Lessee in proportion to the then fair market values of the respective estates and interests of Landlord Lessor and Tenant Lessee in and to the Leased Property and under this Lease.

Partial Taking. If title to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant Lessee or Landlord Lessor is entitled but neither elects to terminate this Lease as provided in Section 15.215.3, Tenant Lessee at its cost and in accordance with the terms of this Lease and any Construction Services Agreement entered into in connection herewith, shall with all reasonable dispatch, but only to the extent of any condemnation awards Award funds made available to Tenant Lessee and any other sums advanced by Landlord Lessor pursuant to the next sentencethis Section, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. Lessor shall in good faith seek a fair and equitable allocation of any Award among restoration, taken Improvements and other elements. Lessor will contribute to the cost of restoration that part of its Award specifically allocated to such restoration, together with severance and other damages awarded for the Improvements; provided, however, the amount of such contribution will not exceed such cost. If the condemnation Awards are not adequate to restore the Facility Hotel to that condition, each of Landlord Lessor and Tenant Lessee shall have the right to terminate this Lease, without in any way affecting any other leases of the Other Leases in effect between Landlord and Tenanteffect, by giving Notice to the other; provided, however that, if such termination is by TenantLessee, Landlord Lessor shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after TenantLessee's Notice of termination, a Notice to Tenant Lessee of LandlordLessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant Lessee restores the FacilityHotel, the condemnation awardsAward funds, and any other sums made available by Landlord Lessor as aforesaid, shall (subject to the requirements of any ground or building lease or Mortgage) be held in trust by Landlord Lessor and paid out by Landlord Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards Award funds remaining after such restoration restoration, and reimbursement of Lessor for any sums advanced by Lessor hereunder, shall be retained by Landlord unless Lessor. In the event of a partial condemnation materially impairs Taking that does not result in a termination of this Lease, the operations or financial performance of the Facility, in which latter event the Award Base Rent shall be equitably apportioned between Landlord and Tenant abated in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in manner and to the Leased Property 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, the revenues affected by such partial Taking and changes in the Hotel's projected net operating income following such partial Taking. If Lessor and Lessee are unable to agree upon the amount of such abatement within thirty (30) days after such partial Taking, the matter may be submitted by either party to arbitration under this LeaseSection 22.2 hereof for resolution.

Partial Taking. If title Unless this Lease shall be terminated as aforesaid, Tenant shall, with reasonable promptness (subject to less than delays covered by matters beyond Tenant’s reasonable control), cause the whole remainder of the Leased -------------- Property is condemned, Premises to be repaired and the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects restored to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be commercially reasonably possible under the circumstances) as the Leased Improvements existing to their value, condition and character immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to such taking, provided that condition, each of Landlord and Tenant shall comply with the provisions of Section 7.2 above. For such purposes, in the event that 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 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 Landlord in respect of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice foregoing to the other; provided, however that, if such termination is by Tenant, Landlord shall have the rightcontrary, in the event Tenant encumbers its sole discretion, to nullify interest in the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the FacilityPremises, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held Tenant’s Interest in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord disbursed in accordance with the terms and Tenant provisions of such leasehold mortgage, and Leasehold Mortgagee may, in proportion its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the then fair market values repayment of the respective estates and interests of Landlord and Tenant in and Tenant’s indebtedness to the Leased Property and under this LeaseLeasehold Mortgagee.

Partial Taking. If title to less than In the whole event that only a part of the Leased -------------- Property Demised Premises shall be condemned or taken, then, effective as of the date of vesting of title, the Base Rent and Additional Rent shall be abated in an amount thereof apportioned according to the area of the Demised Premises so condemned or taken. In the event that only a part of the Building shall be so condemned or taken, whether or not the Demised Premises is condemnedaffected, and the Leased Property is not Unsuitable for its Primary Intended Usethen (a) Landlord may, and not Uneconomic for its Primary Intended Useat Landlord's option, or if Tenant or Landlord is entitled but neither elects to terminate this Lease Term as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition date of such vesting of title by notifying Tenant in writing of such termination within sixty (as nearly as may 60) days following the date on which Landlord shall have received notice of vesting of title, or (b) if such condemnation or taking shall be possible under of a substantial part of the circumstancesDemised Premises or of a substantial part of the means of access thereto, [or restoration will not be completed within ninety (90) as days Tenant may, at Tenant's option, by delivery of notice in writing to Landlord within sixty (60) days following the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and date on which Tenant shall have received notice of vesting of title, terminate this Lease Term as of the right date of vesting of title, or (c) if neither Landlord nor Tenant elects to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, this Lease shall be held in trust and remain unaffected by Landlord such condemnation or taking, except that the Base Rent payable under Article l and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration Additional Rent payable under Article 3 shall be retained by Landlord unless abated to the partial condemnation materially impairs extent hereinbefore provided in this Article l 5. In the operations or financial performance event that only a part of the Facility, in which latter event the Award Demised Premises shall be equitably apportioned between Landlord so condemned or taken and Tenant in proportion this Lease Term and estate hereby granted with respect to the then fair market values remaining portion of the respective estates Demised Premises are not terminated as hereinbefore provided, Landlord will, with reasonable diligence and interests at Landlord's expense, restore the remaining portion of Landlord and Tenant in and the Demised Premises, as nearly as practicable, to the Leased Property and under this Leasesame condition as it was in prior to such condemnation or taking.

Partial Taking. If title to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant Lessee or Landlord Lessor is entitled but neither elects to terminate this Lease as provided in Section 15.215.3, Tenant Lessee at its cost and in accordance with the terms of this Lease and any Construction Services Agreement entered into in connection herewith, shall with all reasonable dispatch, but only to the extent of any condemnation awards Award funds made available to Tenant Lessee and any other sums advanced by Landlord Lessor pursuant to the next sentencethis Section, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. Lessor shall in good faith seek a fair and equitable allocation of any Award among restoration, taken Improvements and other elements. Lessor will contribute to the cost of restoration that part of its Award specifically allocated to such restoration, together with severance and other damages awarded for the Improvements; provided, however, the amount of such contribution will not exceed such cost. If the condemnation Awards are not adequate to restore the Facility Hotel to that condition, each of Landlord Lessor and Tenant Lessee shall have the right to terminate this Lease, without in any way affecting any other leases of the Other Leases in effect between Landlord and Tenanteffect, by giving Notice to the other; provided, however that, if such termination is by TenantLessee, Landlord Lessor shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after TenantLessee's Notice of termination, a Notice to Tenant Lessee of LandlordLessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant Lessee restores the FacilityHotel, the condemnation awardsAward funds, and any other sums made available by Landlord Lessor as aforesaid, shall (subject to the requirements of any ground or building lease or Mortgage) be held in trust by Landlord Lessor and paid out by Landlord Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards Award funds remaining after such restoration restoration, and reimbursement of Lessor for any sums advanced by Lessor hereunder, shall be retained by Landlord unless Lessor. In the event of a partial condemnation materially impairs Taking that does not result in a termination of this Lease, the operations or financial performance of the Facility, in which latter event the Award Base Rent shall be equitably apportioned between Landlord and Tenant abated in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in manner and to the Leased Property 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, the revenues affected by such partial Taking and changes in the Hotel's projected net operating income following such partial Taking. If Lessor and Lessee are unable to agree upon the amount of such abatement within thirty (30) days after such partial Taking, the matter may be submitted by either party to arbitration under this LeaseSection 41.2 hereof for resolution.

Partial Taking. (i) If title to less than there is a Condemnation of a portion of a Facility, this Master Lease shall remain in effect if the whole of the Leased -------------- Property is condemned, and the Leased Property affected Facility is not thereby rendered, in the reasonable determination of Tenant, Unsuitable for its Its Primary Intended Use, and not Uneconomic but if such Facility is thereby rendered Unsuitable for its Its Primary Intended Use, this Master Lease shall at Tenant’s option terminate with respect to such Facility as of the date on which Notice of such determination is delivered to Landlord and Rent will ▇▇▇▇▇ in accordance with Section 14.6. (ii) Notwithstanding the foregoing, in the event of a Condemnation of a portion of a Facility representing fifty (50%) or if more of the fair market value of such Facility, Tenant may terminate this Master Lease as to such Facility (but not as to any other Facility) as of the date on which Notice of such 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 is entitled or Tenant may terminate this Master Lease as to such Facility (but neither 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 sixty (60) days of Landlord’s election to terminate, to exercise Tenant’s next arising option for a Renewal Term. Any dispute between Landlord 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 as provided with respect to a Facility during the final two years of the then-current Term in accordance with this Section 15.215.1, Tenant at its cost shall with all reasonable dispatch, but only be deemed to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the forfeited Tenant’s right to terminate this Lease, without in exercise any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Leasefurther Renewal Terms.

Partial Taking. If title to less In the event that (i) more than the whole 25% of the Leased -------------- Property Gross Leasable Area of the Premises, including the parking area serving the Premises, is condemnedtaken under the power of eminent domain by any public or quasi-public authority, and (ii) by reason of any appropriation or taking, regardless of the Leased Property amount so taken, the remainder of the Premises is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Useone undivided parcel of property, or if Tenant or Landlord is entitled but neither elects to terminate this Lease (iii) as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent a result of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentencetaking, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit regardless of the same general character and condition (as nearly as may be possible under amount so taken, the circumstances) as remainder of the Leased Improvements existing immediately prior to Premises is rendered unsuitable for the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that conditioncontinued operation of Tenant's business, each of either Landlord and or Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and TenantLease as of the date Tenant is required to vacate a portion of the Premises, by giving Notice to the other; provided, however that, if other notice of such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, election within thirty (30) days after receipt by Tenant from Landlord of written notice that the Premises have been so appropriated or taken. Landlord agrees immediately after learning of any appropriation or taking to give to Tenant notice in writing thereof. In the event of such termination, upon Tenant's Notice payment to Landlord of terminationall rents accruing through such date, both Landlord and Tenant shall thereupon be released from any liability thereafter accruing hereunder. If both parties elect not to terminate this Lease, Tenant shall remain in that portion of the Premises not so taken and Tenant, at Tenant's sole cost and expense, shall restore the remaining portion of the Premises as soon as possible to a Notice complete unit of like quality and character as existed prior to such taking. Landlord agrees to reimburse Tenant for the cost of restoration, but in no event shall Landlord's unconditional, legally binding obligation to be responsible reimburse Tenant for all restoration costs in excess the cost of restoring the remaining portion of the condemnation AwardsPremises exceed the amount of award of compensation that Landlord receives for a partial taking of that portion of the Premises resulting in the need for restoration. If So long as this Lease is not terminated and Tenant restores in the Facilitymanner provided above, the condemnation awards, and any other sums made available by Landlord as aforesaid, there shall be held in trust an equitable adjustment of the rent payable by Landlord and paid out Tenant hereunder by Landlord from time to time for the reasonable costs reason of such restoration upon satisfaction partial taking. Tenant hereby waives any statutory rights of reasonable terms and conditions, and termination which may arise by reason of any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance taking of the Facility, in which latter event Premises under the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values power of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Leaseeminent domain.

Partial Taking. If title to there is less than the whole a constructive total taking of the Leased -------------- Property is condemnedProject and the Retrofit Equipment, this Lease shall terminate as to the portion of the Project and the Retrofit Equipment so taken, and from and after the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided date of such taking the Annual Rent shall be reduced by just proportion. Until the amount of the reduction in Section 15.2Annual Rent shall have been determined, Tenant at its cost shall with all reasonable dispatchcontinue to pay to Landlord the Annual Rent provided herein, but only to it being understood, however, that when the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit amount of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination abatement is by Tenantdetermined, Landlord shall refund to Tenant the amount of Annual Rent paid from the date of the taking which is in excess of the amount to which the Annual Rent has been reduced by such abatement. Subject to the provisions of the of any such taking, Tenant shall promptly restore, repair, replace and rebuild the remaining portion of the Project and the Retrofit Equipment to substantially the former condition, and shall restore Tenant's Plant and the Retrofit Equipment, if affected by the taking in order to perform the function originally intended. In the event the amount of proceeds obtained from such taking is insufficient to restore Tenant's Plant and the Retrofit Equipment as above provided, then Tenant shall not be required to restore and a total taking shall be deemed to have occurred, provided that Tenant shall be required to clear the rightPremises and restore the Premises (or the remainder thereof) to the condition in which it existed on the Commencement Date within a reasonable period after such taking, in but not to exceed nine (9) months thereafter. Tenant shall provide written notice to Landlord of its sole discretion, to nullify the termination and keep this Lease in full force by providing, election within thirty (30) days after Tenant's Notice final determination that the proceeds of terminationsuch taking will be less than the costs of restoration, a Notice and, in any event, within ninety (90) days after such taking, otherwise it will be deemed that Tenant has elected to Tenant of Landlord's unconditional, legally binding obligation to be responsible restore as provided herein. The award or awards payable for all restoration costs in excess any taking of the condemnation Awards. If type described in this Lease is not terminated and Tenant restores Section 9.02, less than reasonable costs of determination of the Facility, amount thereof (such net amount being hereinafter called the condemnation awards, and any other sums made available by Landlord as aforesaid"Condemnation Proceeds"), shall be held in trust by paid to Tenant and Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and as their interests of Landlord and Tenant in and to the Leased Property and under this Leasemay appear.

Partial Taking. (a) If title to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable for its Primary Intended Use, and not Use or Uneconomic for its Primary Intended Use, or if Tenant or Landlord Lessor is entitled but neither elects not to terminate this Lease as provided in Section 15.215.3, Tenant then Lessor or, at its cost shall Lessor's election, Lessee shall, with all reasonable dispatch, but only dispatch and to the extent that the Holder permits the application of any condemnation awards made available to Tenant the Award therefor and any other sums advanced by Landlord pursuant to the next sentenceAward is sufficient therefor, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If In the condemnation Awards are not adequate event that Lessor elects to have Lessee restore the Facility, then Lessor shall pay to Lessee a construction fee equal to four percent (4%) of the total hard cost construction budget for such restoration as compensation for such services, which fee shall be payable to Lessee at such time as the Facility is reopened to the public. In the event that conditionsuch fee is not paid to Lessee at that time, each of Landlord and Tenant then Lessee shall have the right to terminate setoff such fee from the next installment(s) of Rent due under this Lease, without and subsequent installments, if necessary, until such fee is paid in any way affecting any other leases in effect between Landlord full. Lessor and Tenant, by giving Notice Lessee shall each contribute to the othercost 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 Improvements; provided, however thathowever, if that the amount of such contribution 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 is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep of this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the FacilityLessor, the condemnation awards, and any other sums made available by Landlord as aforesaid, Base Rent shall be held abated in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in manner and to the Leased Property extent that is fair, just and under this Leaseequitable 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 30 days after such partial Taking, the matter shall be submitted to Arbitration as provided for in Section 40.2 hereof.

Partial Taking. If title to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant Lessee or Landlord Lessor is entitled but neither elects to terminate this Lease as provided in Section 15.215.3, Tenant Lessee at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant Lessee and any other sums advanced by Landlord Lessor pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards awards are not adequate to restore the Facility to that conditionas aforesaid, each of Landlord the Lessor and Tenant Lessee shall have the right to terminate this Lease, without in any way affecting any other leases Other Leases for Other Properties then in effect between Landlord Lessor and TenantLessee, by giving Notice to the other; provided, however thathowever, that if such termination is by TenantLessee, Landlord Lessor shall have the right, in its Lessor's sole discretion, to nullify the termination and keep this Lease in full force and effect by providing, within thirty (30) days after TenantLessee's Notice of termination, a Notice to Tenant Lessee of LandlordLessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awardsawards. If Lessor shall in good faith seek a fair and equitable allocation of any Award among restoration, taken Leasehold Improvements and other elements. Lessor shall contribute to the cost of restoration that part of its Award specifically allocated to such restoration, 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. In the event of a partial taking after which this Lease is shall not terminated and Tenant restores the Facilitybe terminated, the condemnation awards, and any other sums made available by Landlord as aforesaid, Base Rent shall be held abated in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in manner and to the Leased Property extent that is fair, just and under this Leaseequitable to both Lessee and Lessor, taking into consideration, among other relevant factors, the number of usable rooms, or the revenues affected by such partial taking. If Lessor and Lessee are unable to agree upon the amount of such abatement within thirty (30) days after such partial taking, the matter may be submitted by either party to arbitration in accordance with Section 40.1 below for resolution.

Partial Taking. If title to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant Lessee or Landlord Lessor is entitled but neither elects to terminate this Lease as provided in Section 15.215.3, Tenant Lessee at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant Lessee and any other sums advanced by Landlord Lessor pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards awards are not adequate to restore the Facility to that conditionas aforesaid, each of Landlord the Lessor and Tenant Lessee shall have the right to terminate this Lease, without in any way affecting any other leases Other Leases for Other Properties then in effect between Landlord Lessor and TenantLessee, by giving Notice to the other; provided, however thathowever, that if such termination is by TenantLessee, Landlord Lessor shall have the right, in its Lessor's sole discretion, to nullify the termination and keep this Lease in full force and effect by providing, within thirty (30) days after TenantLessee's Notice of termination, a Notice to Tenant Lessee of LandlordLessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awardsawards. If Lessor shall in good faith seek a fair and equitable allocation of any Award among restoration, taken Leasehold Improvements and other elements. Lessor shall contribute to the cost of restoration that part of its Award specifically allocated to such restoration, 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. In the event of a partial taking after which this Lease is shall not terminated and Tenant restores the Facilitybe terminated, the condemnation awards, and any other sums made available by Landlord as aforesaid, Base Rent shall be held abated in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in manner and to the Leased Property extent that is fair, just and under this Leaseequitable to both Lessee and Lessor, taking into consideration, among other relevant factors, the number of usable rooms, or the revenues affected by such partial taking. If Lessor and Lessee are unable to agree upon the amount of such abatement within thirty (30) days after such partial taking, the matter may be submitted by either party to arbitration in accordance with Section 40.1 below for resolution.

Partial Taking. If title to any portion of the demised premises shall be so taken which shall be less than a complete taking (a "partial taking"), Landlord shall be entitled to and shall receive the whole of the Leased -------------- Property is condemnedtotal award made in such proceeding, including interest thereon, if any, and the Leased Property is not Unsuitable for its Primary Intended Use, rent and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate other terms of this Lease as provided shall not be reduced or affected in Section 15.2any way. Subject to the rights of Mortgagee, Tenant Tenant, at its cost sole expense, shall with all reasonable dispatchproceed to restore, but only repair, replace or rebuild the remaining part of the demised premises as nearly as possible to the condition they were in immediately prior to such taking, to the extent that the same shall be feasible. The obligation of any condemnation awards made available Tenant to make such restoration, repairs, ----------------------------------------------------------------------------------------------------------------------- replacements, or rebuilding shall be conditioned upon the payment to Tenant and any other sums advanced by Landlord pursuant (or agreement to pay subject to conditions referred to in the next sentence) of the net amount of such award including interest thereon, restore if any, after deducting (a) the untaken portion fair value of the land so taken, and (b) all expenses incurred by Landlord in connection with such proceeding. Such payment may be made in installments subject to customary applications with respect to the cost of the work as said cost shall be certified to Landlord or Mortgagee(s), and/or by the architect or contractor in charge of the work who shall be approved in writing by the Landlord and such Mortgagee(s), which approval shall not be unreasonably withheld. The excess of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit award over the cost of such restoration, repairs, replacements or rebuilding shall belong to Landlord, and the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that conditioncost of such restoration, each of Landlord and Tenant shall have the right to terminate this Leaserepairs, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs replacements or rebuilding in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, such award shall be held in trust borne by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeaseTenant.

Partial Taking. If title Landlord agrees, immediately after learning of any appropriation or Taking, to less give to Tenant notice in writing thereof (the "Taking Notice"). In the event that (i) more than the whole 25% of the Leased -------------- Property Gross Leasable Area of the Premises, including the parking area serving the Premises, is condemnedTaken, and (ii) by reason of any appropriation or Taking, regardless of the Leased Property amount so Taken, the remainder of the Premises is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Useone undivided parcel of property, or if Tenant or Landlord is entitled but neither elects to terminate this Lease (iii) as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent a result of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentenceTaking, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit regardless of the same general character and condition (as nearly as may be possible under amount so Taken, the circumstances) as remainder of the Leased Improvements existing immediately prior to Premises is rendered unsuitable for the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that conditioncontinued operation of Tenant's business, each of either Landlord and or Tenant shall have the right to terminate this Lease as of the date Tenant is required to vacate a portion of the Premises, by giving the other notice of such election within 30 days after receipt by Ten- ant of the Taking Notice. In the event of such termination, upon Tenant's payment to Landlord of all rents accruing through such date, both Landlord and Tenant shall thereupon be released from any liability thereafter accruing hereunder. If both parties elect not to terminate this Lease, without Tenant shall remain in any way affecting any other leases in effect between Landlord that portion of the Premises not so Taken and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after at Tenant's Notice of terminationsole cost and expense, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess shall restore the remaining portion of the condemnation AwardsPremises as soon as possible to a complete unit of like quality and character as existed prior to such Taking. If Provided the same does not exceed the amount of compensation award Landlord receives for a partial taking of the Premises Landlord agrees to reimburse Tenant for the cost of restoration of the Premises. So long as this Lease is not terminated and Tenant restores in the Facilitymanner provided above, the condemnation awards, and any other sums made available by Landlord as aforesaid, there shall be held in trust an equitable adjustment of the rent payable by Landlord and paid out Tenant hereunder by Landlord from time to time for the reasonable costs reason of such restoration upon satisfaction partial Taking. Tenant hereby waives any statutory rights of reasonable terms and conditions, and termination which may arise by reason of any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance Taking of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeasePremises.

Partial Taking. If title to less than the whole any part of the Leased -------------- Property Premises is condemnedtaken for any public or quasi-public use under any statute or by right of eminent domain and in Sublessor's and Sublessee's reasonable opinion, the remaining part is reasonably suitable for Sublessee's continued occupancy for the uses permitted by this Sublease and the conduct of its business therein, this Sublease shall, as to the part so taken, terminate as of the date that possession of such part of the Premises is taken and the Monthly Rent shall be reduced in the same proportion that the RSF of the portion of the Premises so taken (less any addition thereto by reason of any reconstruction) bears to the original Premises Square Footage (including, without limitation, the Must Take Space, if the same has been added to the Premises pursuant to Exhibit "M"), as reasonably determined by Sublessor's Architect pursuant to Section 12.7. Sublessor shall, at its own cost and expense, make all necessary repairs or Alterations to restore the Premises so as to make the portion of the Premises not taken a complete architectural unit. Sublessor shall not be required, however, to exceed the scope of the work done by Sublessor in originally constructing the Premises to the condition existing on the Commencement Date (together with any other improvements required to be made by Sublessor under this Sublease) and to the extent severance damages from the condemning authority are sufficient therefore, and subject to any requirements under the Leased Property is Master Lease or of any Mortgagee, to restore Sublessee's Improvements, Sublessee's Special Systems and any Alterations made by or on behalf of Sublessee. If severance damages from the condemning authority are not Unsuitable available to Sublessor in sufficient amounts to permit such restoration, Sublessee shall have the option to pay the shortfall. whereupon Sublessor shall complete such restoration; otherwise Sublessor may terminate this Sublease upon Notice to Sublessee. If Sublessor does not restore Sublessee's Improvements, Sublessee's Special Systems or such Alterations for its Primary Intended Useany reason, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects Sublessee shall have the option to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Sublease upon Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination Sublessor. Monthly Rent due and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, payable hereunder shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of temporarily abated during such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant period in proportion to the then fair market values degree Sublessee is reasonably unable to use the Premises for the normal conduct of its business therein. as reasonably determined by Sublessor's Architect pursuant to Section 12.7. Each party hereby waives the provisions of Section 1265 of the respective estates California Code of Civil Procedures and interests any present or future law allowing either party to petition the Superior Court to terminate this Sublease in the event of Landlord and Tenant in and to a partial taking of the Leased Property and under this LeaseBuilding or Premises.

Partial Taking. If title to the fee of less than the whole of the Leased -------------- Property is Premises shall be so taken or condemned, and which nevertheless renders the Leased Property is not Premises Unsuitable for its Its Primary Intended Use, Tenant and not Uneconomic for its Primary Intended UseLandlord shall each have the option, exercisable by written notice to the other, at any time within thirty (30) days after the taking of possession by, or if Tenant or Landlord is entitled but neither elects the date of vesting of title in, such Condemnor, whichever first occurs, to terminate this Lease as provided in Section 15.2of the Taking. Upon such date so determined, if such notice has been given, this Lease shall thereupon cease and terminate as to such Leased Premises. All Rent and other charges paid or payable by Tenant hereunder shall be apportioned as of the date the Lease shall have been so terminated. If there is a Taking of a portion of the Leased Premises by Condemnation such that the Leased Premises is not thereby rendered Unsuitable for Its Primary Intended Use, the Landlord at its cost sole discretion may (a) terminate this Lease, or (b) have this Lease remain in effect and Landlord shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any the Building shell in which the Leased Improvements Premises are located so that such Leased Improvements Premises shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements Premises existing immediately prior to such Condemnation or Taking. Landlord shall commence the Condemnationrestoration process for the Leased Premises within ninety (90) days of the partial Taking, if the necessary funds have been received by the Landlord, and shall diligently prosecute the restoration to completion. Tenant may elect, at any time subsequent to such Condemnation or Taking, upon Landlord’s prior written consent which shall not be unreasonably withheld, to commence such restoration at Tenant’s own expense, and shall diligently prosecute the same to completion. If Tenant elects to undertake the condemnation Awards are not adequate to restoration of the Leased Premises so Condemned or Taken, it shall restore the Facility untaken portion of the Building shell in which the Leased Premises are located so that such Leased Premises shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Premises existing immediately prior to that condition, each of Landlord and such Condemnation or Taking. Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord reimbursed from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion for such Condemnation or Taking, for its external expenses related to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Leasesuch restoration.

Partial Taking. If title to the fee of less than the whole of the Leased -------------- Property is Premises shall be so taken or condemned, and which nevertheless renders the Leased Property is not Premises Unsuitable for its Its Primary Intended Use, Tenant and not Uneconomic for its Primary Intended UseLandlord shall each have the option, exercisable by written notice to the other, at any time within thirty (30) days after the taking of possession by, or if Tenant or Landlord is entitled but neither elects the date of vesting of title in, such Condemnor, whichever first occurs, to terminate this Lease as provided in Section 15.2of the Taking. Upon such date so determined, if such notice has been given, this Lease shall thereupon cease and terminate as to such Leased Premises. All Rent and other charges paid or payable by Tenant hereunder shall be apportioned as of the date the Lease shall have been so terminated. If there is a Taking of a portion of the Leased Premises by Condemnation such that the Leased Premises is not thereby rendered Unsuitable for Its Primary Intended Use, the Landlord at its cost sole discretion may (a) terminate this Lease, or (b) have this Lease remain in effect and Landlord shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any the Building Shell in which the Leased Improvements Premises are located so that such Leased Improvements Premises shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements Premises existing immediately prior to such Condemnation or Taking. Landlord shall commence the Condemnationrestoration process for the Leased Premises within ninety (90) days of the partial Taking, if the necessary funds have been received by the Landlord, and shall diligently prosecute the restoration to completion. Tenant may elect, at any time subsequent to such Condemnation or Taking, upon Landlord’s prior written consent which shall not be unreasonably withheld, to commence such restoration at Tenant’s own expense, and shall diligently prosecute the same to completion. If Tenant elects to undertake the condemnation Awards are not adequate to restoration of the Leased Premises so Condemned or Taken, it shall restore the Facility untaken portion of the Building Shell in which the Leased Premises are located so that such Leased Premises shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Premises existing immediately prior to that condition, each of Landlord and such Condemnation or Taking. Tenant shall have the right to terminate this Leasebe reimbursed from the proceeds for such Condemnation or Taking, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice for its external expenses related to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Leaserestoration.

Partial Taking. If title to less than the whole of the Leased -------------- Property is condemned(a) Tenant may, and the Leased Property is not Unsuitable for at its Primary Intended Useelection, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided upon the occurrence of any condemnation, or conveyance in Section 15.2lieu of condemnation, which affects: (i) Twenty percent (20%) or more of the floor area of the Premises; (ii) Twenty percent (20%) or more of the parking areas of the Real Estate shown on EXHIBIT "B" attached hereto; or (iii) Any portion of the Premises whose condemnation would materially affect ingress to and egress from the Premises, unless Landlord provides satisfactory substitute points of ingress and egress to and from the Premises. Tenant shall 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 at its cost shall with all reasonable dispatch, but only be conclusively deemed to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are have elected not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease. Notwithstanding any termination of this Lease by Tenant hereunder, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice at its election, may continue to occupy the Premises, subject to the otherterms and provisions of this Lease, 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 appropriate authority. (b) Notwithstanding anything to the contrary set forth herein, if any portion of the Premises is condemned or conveyed in lieu of such condemnation during the last two (2) years of the term hereof, then either Tenant or Landlord may terminate this Lease upon thirty (30) days written notice to the other party; provided, however thathowever, if that any such notice of termination is by Tenant, Landlord shall have the rightbe ineffective, in its sole discretion, to nullify the termination and keep this Lease shall remain in full force by providingand effect, if Tenant, within thirty (30) days after receipt of such notice from Landlord, shall give notice to Landlord of its intention to extend the term of this Lease for all of the options periods in accordance with ARTICLE III above. If Tenant gives Landlord such notice of such renewal, Landlord shall repair and/or restore the Premises in accordance with the terms and conditions of this ARTICLE XVI, to the extent practicable. Notwithstanding any termination of this Lease pursuant to the terms and conditions of this Section 16.2(b), Tenant's Notice , at its election, may continue to occupy the Premises, subject to the terms and conditions of terminationthis Lease, a Notice to Tenant for the period between the date of Landlord's unconditional, legally binding obligation such taking and the date when possession of the property to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, condemned shall be held in trust taken by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Leaseappropriate authority.

Partial Taking. Tenant’s Obligation to Restore. If title to less than the whole substantially all of the Leased -------------- Property is condemnedPremises shall be so taken, this Lease and the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease Term shall continue as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent portion of the Premises remaining without abatement of Base Rent or Additional Costs or Impositions or diminution of any condemnation awards made of Tenant’s obligations hereunder. 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 Project not so taken so that the latter shall be complete, operable and in good condition and repair in conformity with the requirements of Section 8.01. In the event of a partial taking pursuant to this Section, the entire award attributable to such taking shall be deposited with the Depository for application to the cost of Restoration of the part of the Project not so taken. Subject to the provisions and limitations in this Article 9, Depository shall make available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken as much of that portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character award actually received and condition (as nearly held by Depository, if any, less all necessary and proper expenses paid or incurred by Depository, the Mortgagee most senior in lien and the FCRHA in the condemnation proceedings, as may be possible under necessary to pay the circumstances) as cost of Restoration of the Leased Improvements existing immediately prior part of the Project remaining. Such Restoration shall be done in accordance with and subject to the Condemnationprovisions of Article 8. If Payments to Tenant as aforesaid shall be disbursed in the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord manner and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice subject to the other; provided, however thatconditions set forth in Article 8. Any balance of the award held by Depository and any cash and the proceeds of any security deposited with Depository pursuant to Section 9.04 remaining after completion of the Restoration shall be paid to Tenant or its Mortgagee, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess any. Each of the condemnation Awards. If this Lease is not terminated parties shall execute any and Tenant restores the Facility, the condemnation awards, and any other sums made available all documents that may be reasonably required in order to facilitate collection by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs them of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Leaseawards.

Partial Taking. If title Subject to any Loan Documents, in case of a Taking of less than the whole all of the Leased -------------- Property is condemnedProperty, and 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 Master Tenant 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 Project (after Restoration referred to in (c), below (i) can be used for the Primary Intended Use and (ii) will allow Lessee to complete the Restoration for an amount not to exceed the proceeds from the Taking. If it is determined by Lessee that the remaining Leased Property is cannot Unsuitable be used for its the Primary Intended Use, then and in such event this Lease shall terminate as of the Vesting Date and the Base Rent, Percentage Rent and Additional Charges shall be apportioned and paid to the date of termination and no other claim or demand of any kind shall be made by Lessor against Lessee by reason of such termination. If it is determined that Lessee cannot Uneconomic complete the Restoration for its Primary Intended Use, an amount that is less than or if Tenant or Landlord is entitled but neither elects equal to the proceeds from the Taking then and in such event Lessee can elect to terminate this Lease as provided in Section 15.2of the Vesting Date and the Base Rent, Tenant at its cost Percentage Rent and Additional Charges shall with all reasonable dispatch, but only be apportioned and paid to the extent date of termination and no other claim or demand of any condemnation awards kind shall be made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion Lessor against Lessee by reason of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the othertermination; provided, however thathowever, that if such termination there is by Tenantat least 24 months remaining in the Term, Landlord Lessor may agree to pay the excess Restoration expenses in which case this Lease shall have not terminate and Lessee shall undertake the rightRestoration of the Project in accordance with the terms of (c), below. (b) If, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice case of termination, a Notice to Tenant Taking of Landlord's unconditional, legally binding obligation to be responsible for less than all restoration costs in excess of the condemnation Awards. If Leased Property, this Lease is not terminated in accordance with the provisions of (a) above, this Lease shall continue in full force and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord effect as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values remaining portion of the respective estates and interests of Landlord and Tenant in and to the Leased Property without any reduction in the Base Rent and under Percentage Rent, except as expressly provided in Section 15.2. No such partial taking shall operate 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, ▇▇▇▇▇ 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 Proceeds 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 title to less than the whole If, after a taking, enough of the Leased Demised -------------- Property Premises remains that can be used for substantially the same purposes for which they were used immediately before the taking, as reasonably determined by Tenant: (1) this Lease will end on the ending date as to the part of the Demised Premises which is condemnedtaken; (2) beginning on the day after the ending date, Base Rent for so much of the Demised Premises as remains will be reduced in the proportion of the rentable area of the Demised Premises remaining after the taking to the rentable area of the Demised Premises before the taking (both determined according to BOMA Standards as defined on Exhibit "C" hereto) and any prepaid rent will be ----------- appropriately prorated; (3) Landlord shall, at its sole cost and expense, restore the Demised Premises as speedily as practical but in any event within two hundred seventy (270) days after the taking; provided, however, Landlord's obligation shall be limited to the work and improvements which were originally performed or installed at Landlord's expense as described in Exhibit "C" attached hereto (if ----------- the cost of performing such repairs exceeds the actual condemnation proceeds paid or payable to Landlord on account of such Taking, Landlord may terminate this Lease unless Tenant, within forty five (45) days after demand therefor, deposits with Landlord a sum of money sufficient to pay the difference between the cost of repair and the condemnation proceeds available to Landlord for such purpose). If Landlord, subject to Force Majeure and subject to delays caused by Tenant, does not restore the Demised Premises as required in this Paragraph 20(b)(3) within the time period herein set forth, Tenant may terminate this Lease at any time thereafter [and rent shall be abated as of the date of termination (and as of the date of the taking with respect to the affected portion)], prior to the date such restoration is substantially completed, provided (i) Tenant gives Landlord written notice of such termination after the date Landlord was required to have completed such restoration and prior to the date such restoration is substantially completed, and (ii) Landlord does not complete the Leased Property is restoration within thirty (30) days after Tenant's notice subject to Force Majeure and subject to delays caused by Tenant. (4) Landlord will keep the balance of the award remaining after payment of the costs and expenses of Landlord's restoration pursuant to Paragraph 20(b)(3). In addition, if more than twenty-five percent (25%) of the parking spaces on the Demised Premises are subject to a taking and all such taken parking spaces are not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Usepermanently replaced by Landlord with reasonably comparable spaces on or adjacent to the Project within two hundred seventy (270) days from the date of the taking, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided a taking of a portion of the Demised Premises results in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only access to the extent Demised Premises being materially adversely affected and the Demised Premises cannot be restored, within two hundred seventy (270) days from the date of any condemnation awards made available the taking, to Tenant and any other sums advanced by Landlord pursuant a condition where access to the next sentenceDemised Premises is not materially adversely affected, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Lease.

Partial Taking. If title to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant Lessee or Landlord Lessor is entitled but neither elects to terminate this Lease as provided in Section 15.215.3 above, Tenant Lessee at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant Lessee and any other sums advanced by Landlord Lessor pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards awards are not adequate to restore the Facility to that condition, each of Landlord Lessor and Tenant Lessee shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord Lessor and TenantLessee, by giving Notice to the other; provided, however that, if such termination is by TenantLessee, Landlord Lessor shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after TenantLessee's Notice of termination, a Notice to Tenant Lessee of LandlordLessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awardsawards. If this Lease is not terminated and Tenant Lessee restores the Facility, the condemnation awards, and any other sums made available by Landlord Lessor as aforesaid, shall be held in trust by Landlord Lessor and paid out by Landlord Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord Lessor unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award award shall be equitably apportioned between Landlord Lessor and Tenant Lessee in proportion to the then fair market values of the respective estates and interests of Landlord Lessor and Tenant Lessee in and to the Leased Property and under this Lease.

Partial Taking. If title a part of the leased premises is taken by condemnation but there is no substantial taking of the premises, Tenant shall continue to be bound by the terms, covenants, and conditions of this Lease. However, if the fair rental value of the remainder will be less than the whole rent required by this Lease, the minimum monthly rent and adjusted minimum monthly rent shall be reduced to an amount equal to the fair rental value as of the Leased -------------- Property date possession of the part is condemnedtaken by the public entity. If the part taken by condemnation constitutes a substantial taking of the leased premises, Tenant may elect to: (a) Terminate this Lease and be absolved of obligations hereunder which have not accrued at the date possession is taken by the public entity; or (b) Continue to occupy the remainder of the premises and remain bound by the terms, covenants and conditions of this Lease. If Tenant elects to continue to occupy the remainder, and if the Leased Property fair rental value of the remainder will be less than the rent required by this Lease, the minimum monthly rent and adjusted minimum monthly rent shall be reduced to the fair rental value as of the date possession of the part is not Unsuitable for taken by the public entity. Tenant shall give notice in writing of its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects election to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, hereunder within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awardsdate possession of the part is taken by the public entity. If Tenant fails to give Landlord its written notice of termination within the time specified, this Lease is not terminated shall remain in full force and Tenant restores effect except that the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, minimum monthly rental shall be held reduced as provided in trust this section. If it continues to occupy the remainder, Tenant, whether or not the award upon the taking by Landlord and paid out by Landlord from time to time condemnation is sufficient for the purpose, shall, at its expense, within a reasonable costs period of such time, commence and complete restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values remainder of the respective estates leased premises as nearly as possible to its value, condition and interests character immediately prior to such taking; provided, however, that in the case of a taking for temporary use, Tenant shall not be required to effect restoration until such taking is terminated. Tenant shall submit to Landlord and Tenant in and to its plans for the Leased Property and under this Leaserestoration of the remainder within ninety (90) days of the date possession of the part is taken by the public entity.

Partial Taking. If title to less than a Partial Taking occurs, then the whole Term shall not be reduced or affected in any way, this Lease shall remain in full force and effect for the portion of the Leased -------------- Property is condemnedPremises remaining after such Taking, and the Leased Property is not Unsuitable for its Primary Intended Useportion of the Annual Rent payable under Section 3.1 of this Lease shall only be reduced if the Premises and the Improvements thereon are subject to the Taking, and not Uneconomic if so taken, the reduction in Annual Rent shall be determined by appraisal based upon the same or similar method set forth in Article III hereof for its Primary Intended Usedetermining an appraisal rent. Provided, or however, if Tenant or Landlord all of the Premises is entitled but neither elects taken, and CDA receives the condemnation award for the fee title interest of the Premises, then the Annual Rent shall be reduced to terminate this Lease as provided in Section 15.2, Tenant at its cost $ -0 -. The following provisions shall with all reasonable dispatch, but only apply to the extent allocation of any condemnation awards made available to Tenant Condemnation Award for such Partial Taking: (a) All sums, including damages and any other sums advanced by Landlord interest, constituting the Condemnation Award shall be deposited promptly with a mutually agreeable escrow agent, and shall be distributed and disbursed pursuant to the next sentence, terms of this Subsection 10.4.3; (b) The Company shall receive an amount sufficient to restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit Premises to an economically feasible state as close as is practicable to the condition set forth in the Construction Agreements originally approved by CDA and shall commence and thereafter proceed to repair, alter, raze or restore the remaining part of the same general character Premises, or otherwise to secure the Premises and condition (as nearly as may be possible under render the circumstances) as the Leased Improvements existing immediately prior Premises safe. Notwithstanding anything to the Condemnationcontrary contained herein, if after partial taking, the Premises is not, in YIDA's or the Company's reasonable judgment, economically viable, YIDA can terminate this Lease. (c) The remainder of the Condemnation Award shall be distributed and disbursed in the following amounts and in the following order of priority: (1) To CDA a sum equal to the greater of (i) the Purchase Price as adjusted under Article XII hereof or (ii) the fair market value of CDA's fee title interest in the Premises as encumbered by this Lease which sum shall be further adjusted based upon the square footage of the Premises so taken; and then (2) Subject to the rights of Leasehold Mortgagees, to the Company the balance of the Condemnation Award. If the condemnation Awards are not adequate Condemnation Award received by the Company is insufficient to restore pay the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess entire cost of the condemnation AwardsRestoration Work, then YIDA shall cause the Company to pay the amount of any such deficiency. If this Lease is not terminated and Tenant restores the FacilityUnder no circumstances shall CDA be obligated to make any payment, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations disbursement or financial performance contribution towards or on account of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values cost of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeaseRestoration Work.

Partial Taking. If title to less than the whole any portion of the Leased -------------- Property is condemned, and the any Leased Property is taken by Condemnation, this Lease shall remain in effect as to such Leased Property if the Facility(ies) located thereon is not thereby rendered Unsuitable for its For Its Primary Intended Use as reasonably determined by Landlord, but if the Amberleigh Facility(ies) is/are thereby rendered Unsuitable For Its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease shall terminate as provided to such Leased Property on the Date of Taking, in which event the provisions of Section 15.217.9 governing the deletion of one or more Leased Properties from this Lease upon a Condemnation shall apply. If, Tenant at its cost shall with all reasonable dispatch, but only to the extent as a result of any condemnation awards made available to Tenant and any other sums advanced such partial taking by Landlord pursuant to the next sentenceCondemnation, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated as provided above, Tenant's obligation to make payments of Rent and Tenant restores to pay all other charges required under this Lease shall remain unabated during the FacilityTerm notwithstanding such Condemnation. In the event of any partial taking by Condemnation of any Leased Property, the condemnation awardsentire 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 other sums made available reasonable removal and relocation costs included in the Award; and (ii) a sum specifically attributable to the cost of restoring the Leased Property in accordance with Section 16.4 hereof; and (iii) a sum specifically attributable to the interruption of business operations, which sum, if and to the extent received by Landlord as aforesaidLandlord, shall be held credited against payments of Rent and other charges due from Tenant to Landlord under this Lease unless the taking permanently removes from operation a material number of units in trust by Landlord the Facility on any Leased Property, in which event, from and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration taking, the Fixed Rent hereunder for such Leased Property shall be equitably abated, as determined by Landlord, in its reasonable discretion, provided that in no event shall any such abatement exceed (on an annual basis) an amount in excess of eight percent of the condemnation award retained by Landlord unless the partial condemnation materially impairs the operations with respect to such taking and not applied to repair or financial performance of the restore such Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Lease.

Partial Taking. If title to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant Lessee or Landlord Lessor is entitled but neither elects not to terminate this Lease as provided in Section 15.215.3, Tenant Lessee at its cost shall with all reasonable dispatchdispatch , but only to the extent of any condemnation awards made available to Tenant Lessee and any other sums advanced by Landlord Lessor pursuant to the 30 36 next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards awards are not adequate to restore the Facility to that condition, each of Landlord Lessor and Tenant Lessee shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord Lessor and TenantLessee, by giving Notice to the other; provided, however that, if such termination is by TenantLessee, Landlord Lessor shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after TenantLessee's Notice of termination, a Notice to Tenant Lessee of LandlordLessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awardsawards. If this Lease is not terminated and Tenant Lessee restores the Facility, the condemnation awards, and any other sums made available by Landlord Lessor as aforesaid, shall be held in trust by Landlord Lessor and paid out by Landlord Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord Lessor unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award award shall be equitably apportioned between Landlord Lessor and Tenant Lessee in proportion to the then fair market values of the respective estates and interests of Landlord Lessor and Tenant Lessee in and to the Leased Property and under this Lease.

Partial Taking. If title to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant Lessee or Landlord Lessor is entitled but neither elects not to terminate this Lease as provided in Section 15.2SECTION 15.3, Tenant Lessee at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant Lessee and any other sums advanced by Landlord Lessor pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards awards are not adequate to restore the Facility to that condition, each of Landlord Lessor and Tenant Lessee shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord Lessor and TenantLessee, by giving Notice to the other; provided, however that, if such termination is by TenantLessee, Landlord Lessor shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after TenantLessee's Notice of termination, a Notice to Tenant Lessee of LandlordLessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awardsawards. If this Lease is not terminated and Tenant Lease Agreement Ashford TRS Corporation Lessee restores the Facility, the condemnation awards, and any other sums made available by Landlord Lessor as aforesaid, subject to the terms of any lender mortgage, shall be held in trust by Landlord Lessor and paid out by Landlord Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord Lessor unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award award shall be equitably apportioned between Landlord Lessor and Tenant Lessee in proportion to the then fair market values of the respective estates and interests of Landlord Lessor and Tenant Lessee in and to the Leased Property and under this Lease.

Partial Taking. If title to less than the whole there is a Taking of a portion of the Leased -------------- Property is condemnedby Condemnation, and this Lease shall remain in effect if the Leased Property Facility is not thereby rendered Unsuitable for its Primary Intended Use. If, and not Uneconomic however, such Taking substantially impairs Lessee's ability to use the Facility for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects Lessee shall have the option (a) to terminate this Lease as provided in Section 15.2restore the Facility, Tenant at its cost shall with all reasonable dispatchown expense, but only to the extent possible, to substantially the same condition as existed immediately before the partial Taking, or (b) so long as Lessee is not in default of any condemnation awards made available kind, and no event has occurred which with the giving of notice or the passage of time or both would constitute such a default, under the terms of this Lease, the Other Lease and the Tenant Leases to Tenant and any other sums advanced by Landlord pursuant acquire the Leased Property from Lessor for a purchase price equal to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit Fair Market Value Purchase Price of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing Property immediately prior to such partial Taking, in which event this Lease shall terminate upon payment of the Condemnationpurchase price. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant Lessee shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, exercise its option by giving Notice Lessor notice thereof within sixty (60) days after Lessee receives notice of the Taking. In the event Lessee exercises the option to purchase the other; providedLeased Property pursuant to this Section 15.4, however that, if such termination is by Tenant, Landlord the terms set forth in Article XVIII shall have apply and the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, sale/purchase must be closed within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess the date of the condemnation Awardswritten notice from Lessee to Lessor of Lessee's intent to purchase, unless a different closing date is agreed upon in writing by Lessor and Lessee. If So long as Lessee does not exercise its option to purchase as set forth in this Lease is Section 15.4, if the Facility cannot terminated and Tenant restores be returned to substantially the Facilitylevel of service existing prior to any partial taking within thirty (30) days from the Date of Taking, the condemnation awardsBase Rent due hereunder, and any other sums made available to the extent not covered by Landlord as aforesaidan Award paid to Lessor, shall be held in trust by Landlord and paid out by Landlord suspended until such time as the Facility is returned to substantially the level of service existing prior to such Taking; provided, however, such suspension shall not continue for a period longer than sixty (60) days from time to time for the reasonable costs Date of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeaseTaking.

Partial Taking. If title to less than In the whole event of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2a Partial Taking of a Facility, Tenant at its cost shall with all reasonable dispatch, but only commence and diligently proceed to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any the 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 the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the othersuch Partial Taking; provided, however thathowever, that if such termination is by Tenanta Partial Taking renders a Facility Unsuitable for Its Primary Intended Use, Landlord Tenant shall have the right, in its sole discretion, exercisable by written notice to nullify the termination and keep this Lease in full force by providing, Landlord within thirty (30) days after such Partial Taking is final without appeal permitted, and before the Condemnor takes possession, to purchase the affected Facility for the Facility Purchase Price, which purchase shall be completed within ninety (90) days of such notice. Landlord 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, (b) no Event of Default is then continuing and (c) the Award is equal to or less than the Approval Threshold, then Landlord's Notice of termination, a Notice contribution shall be made to Tenant prior to the commencement of Landlord's unconditionalthe restoration. If (a) Tenant elects to restore the Facility, legally binding obligation (b) no Event of Default is then continuing and (c) the Award is more than the Approval Threshold, then Landlord shall make the Award available to be responsible Tenant in the manner provided in Section 14.10 hereof for all restoration costs insurance proceeds in excess of the condemnation AwardsApproval Threshold. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, The Base Rent shall be held in trust reduced by reason of such Partial Taking to an amount agreed upon by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditionsTenant, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between if Landlord and Tenant cannot agree upon a new Base Rent, the new Base Rent amount shall be equal to the Base Rent prior to the Partial Taking, reduced in proportion to the then fair market values reduction in the Fair Rental Value of the respective estates and interests of Landlord and Tenant in and to the affected Facility or Leased Property and under this Leaseresulting from the Partial Taking.

Partial Taking. If title to less than the whole only part of the Leased Premises shall be so taken and a -------------- Property part thereof remains which is condemnedreasonably susceptible for occupation by Sublessee hereunder for the purposes for which Sublessee has entered into this Sublease, this Sublease shall, as to the part so taken, terminate as of the date when the possession so taken shall be required, and the Leased Property rent and all other sums payable by Sublessee on account of the Premises hereunder, shall be adjusted as provided below. If, after the taking of a portion of the Premises, there does not remain a portion reasonably susceptible for Sublessee's occupation hereunder, this Sublease shall thereupon automatically terminate in the manner is not Unsuitable for its Primary Intended Useif the whole Premises had been taken. Whether all or part of the Premises be taken, all compensation awarded upon such taking with respect to the real property and improvements shall go to Lessor, and not Uneconomic Sublessee shall have no claim thereto, nor shall Sublessee have claim against Lessor for its Primary Intended Useany loss, damage, or if Tenant for any other reason alleged to result therefrom, provided, however, that Sublessee shall in no event be precluded hereby from perfecting its own claim against the authority or Landlord is entitled but neither elects to terminate taker for damages for the taking of its leasehold interest, personal property; fixtures; or expenses incurred in, or as a result of, any eminent domain action. In the event of a partial termination of this Lease as provided in Section 15.2Sublease under this Paragraph 13 or under Paragraph 22 of the Lease, Tenant at its cost Rents shall with all reasonable dispatchbe reduced, but only based on the ratio that the number of square feet of the Premises so taken bears to the extent of total square feet comprising the Premises. In the event any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit taking of the same general character Premises under power of eminent domain results in Substantial and condition (as nearly as may be possible under material interference with Sublessee's ability to conduct its business from the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that conditionPremises, each of Landlord and Tenant Sublessee shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, Sublease by giving Notice delivering written notice thereof to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeaseSublessor.

Partial Taking. If title to less than the whole a portion of the Leased -------------- Property Premises is condemnedcondemned and Section 9.2 does not apply, the lease shall continue on the following terms: (1) Except as otherwise provided, Landlord shall be entitled to all of the proceeds of condemnation, and Tenant shall have no claim against Landlord as a result of the Leased Property condemnation. (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 to a condition as comparable as reasonably practicable to that existing at the time of the condemnation. If condemnation occurs and this Lease is not Unsuitable terminated, restoration work shall be commenced as soon as reasonably possible and thereafter shall proceed without interruption except for its Primary Intended Usework stoppages on account of labor disputes and matters beyond Landlord's reasonable control, and not Uneconomic for its Primary Intended Usebe completed within ninety (90) days thereafter. If the Landlord fails to complete restoration within the time provided, or if Tenant or Landlord is entitled but neither elects may elect to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within after thirty (30) days after Tenant's Notice of terminationnotice to terminate is delivered to Landlord. Nevertheless, a Notice this Lease shall not terminate if Landlord substantially completes the restoration and delivers occupancy to Tenant of Landlord's unconditionalwithin the thirty (30) day notice period. ▇▇▇▇▇▇▇▇▇, legally binding obligation ▇▇▇▇▇▇, TWEET, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ (3) After the date on which title vests in the condemning authority or an earlier date on which alterations or repairs are commenced by Landlord to be responsible for all restoration costs in excess restore the balance of the condemnation Awards. If this Lease is not terminated and Tenant restores the FacilityPremises in anticipation of taking, the condemnation awards, and any other sums made available by Landlord as aforesaid, rent shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant reduced in proportion to the then fair market values reduction in value of the respective estates Premises as an economic unit on account of the partial taking. If the parties are unable to agree on the amount of the reduction of rent, each shall appoint one appraiser, and interests each appraiser shall appoint a third appraiser, and the appraisers shall determine the rental value. (4) If a portion of Landlord Landlord's property not included in the Premises is taken, and Tenant in and severance damages are awarded on account of the Premises, or an award is made for detriment to the Leased Property Premises as a result of activity by a public body not involving a physical taking of any portion of the Premises, this shall be regarded as a partial condemnation to which Sections 9.1 (1) and under this Lease9.1(3) apply, and the rent shall be reduced to the extent of reduction in rental value, if any, of the Premises as though a portion had been physically taken.

Partial Taking. If title to less than a Partial Taking occurs, then the whole Term shall not be reduced or affected in any way, this Lease shall remain in full force and effect for the portion of the Leased -------------- Property is condemnedremaining after such Taking and the Tenant's obligation to pay Rent shall continue without abatement or diminution. All sums, including damages and interest constituting the Condemnation Award shall be deposited promptly with a Depositary, and shall be distributed and disbursed in the Leased following amounts and in the following order of priority: (a) First, to be used for restoration of the Land and Improvements to an economically feasible state, in the good faith judgment of Tenant; and (b) The balance, pro rata between Landlord and Tenant (or Leasehold Mortgagee) in accordance with (i) as to Landlord, the value of Landlord’s fee simple title in the portion of the Property is so taken, taking into account the effect on such value of this Lease and all other matters affecting such interest (had the Taking not Unsuitable for its Primary Intended Useoccurred), and not Uneconomic for (ii) as to Tenant (or Leasehold Mortgagee), the value of the Leasehold and Improvements to Tenant considering the number of years left in the Term. Tenant, at its Primary Intended Usesole cost and expense, shall commence and thereafter proceed to repair, alter, raze or restore the remaining part of the Land, or if Tenant or Landlord is entitled but neither elects otherwise to terminate this Lease as provided secure the Improvements and render the Improvements safe (the "Work"), all in Section 15.2, Tenant at its cost shall Tenant's reasonable discretion and in accordance with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the CondemnationArticle IX above. If the condemnation Awards are not adequate Condemnation Award received by ▇▇▇▇▇▇ is insufficient to restore pay the Facility to that conditionentire cost of the work, each of Landlord and then Tenant shall have pay the right to terminate this Leasefull amount of any such deficiency. If the Condemnation Award received by ▇▇▇▇▇▇ shall exceed the entire cost of the Work, without in then Tenant shall assign its interest and any way affecting any other leases in effect between Landlord and Tenant, by giving Notice such excess portion of the Condemnation Award to the other; provided, however thatDepositary if any and, if none, may use such termination is by excess for such purposes as Tenant, Landlord shall have the right, in its sole discretion, deems appropriate. Under no circumstances shall Landlord be obligated to nullify the termination and keep this Lease in full force by providingmake any payment, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess disbursement or contribution towards or on account of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance cost of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeaseWork.

Partial Taking. If title to less than the whole substantially all of the Leased -------------- Property is Premises be so taken or condemned, this Lease and the Leased Property is not Unsuitable for its Primary Intended Useterm hereof shall continue without abatement of the Rental or diminution of any of Tenant's obligations hereunder. Tenant, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2, Tenant at its own cost and expense, whether or not the award or awards, if any, shall with all reasonable dispatchbe sufficient for the purpose, but only shall proceed diligently to repair and restore any remaining part of the Improvements on the Premises not so taken so that the latter shall be a complete, rentable, self-contained architectural unit in good condition and repair and reasonably comparable to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing it existed immediately prior to such condemnation. In the Condemnation. If event of any taking or condemnation as in this Section provided, the condemnation Awards are not adequate entire award or the aggregate of the separate awards to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice as the case may be, shall belong to and be the sole property of Landlord without any claim on the part of Tenant (Tenant hereby waiving all claims for any value for its leasehold or its interest in this Lease or in the Improvements or otherwise). Subject to the other; providedprovisions and limitations in this Article, however thatLandlord agrees to make available so much of that portion of the awards actually received and held by Landlord, if such termination is any, less all necessary and proper expenses paid or incurred by TenantLandlord or the holder of any Mortgage in the condemnation proceedings, Landlord as may be necessary to pay the cost of repairing and restoring for use and occupancy the part of the Improvements not so taken. Such repairs and restoration shall have be done in accordance with and subject to the rightprovisions of Articles 7, in its sole discretion, to nullify the termination 8 and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice 13 hereof. Payments to Tenant of Landlord's unconditional, legally binding obligation to as aforesaid shall be responsible for all restoration costs disbursed in excess the manner set forth in Articles 7 and 8 hereof. If the portion of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums award made available by Landlord Landlord, as aforesaid, is insufficient for the purpose of paying for the repair and restoration, Tenant shall nevertheless be required to repair and restore as aforesaid at its own cost and expense without any claim on the part of Tenant. Any balance of the award remaining after repair and restoration is completed and paid for shall be held in trust paid to Landlord. In no event shall there be any abatement or reduction of Rental by Landlord and paid out by Landlord from time to time for the reasonable costs reason of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial taking or condemnation materially impairs the operations or financial performance of the Facility, kind referred to in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeaseSection.

Partial Taking. (i) If title to less more than the whole twenty-five percent (25%) of the Leased -------------- Property rentable square feet of the Premises is condemnedtaken on a non-temporary basis, or (ii) if access to the Premises, including access to the Office Elevators is materially impaired, or (iii) access to, and use of, the Leased Property Parking Garage, is materially impaired (and Landlord has not Unsuitable for its Primary Intended Usemade reasonably comparable parking available to Tenant in reasonable proximity to the Building), and not Uneconomic for its Primary Intended Usethen in any such event, or if Tenant or Landlord is entitled but neither elects shall have the option to terminate this Lease effective as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only of the date possession is required to be surrendered to the extent authority. Landlord shall give prompt notice to Tenant of any condemnation awards made available order for the taking entered by a court of competent jurisdiction, and the parties shall have thirty (30) days after delivery of Landlord’s notice to exercise the foregoing termination rights. If a party having the right to terminate this Lease under this Section 13.2 fails to give such notice of termination within such thirty (30) day period, such right shall be deemed waived and this Lease shall remain in full force and effect. Tenant shall not because of such taking assert any claim against Landlord or the authority for any compensation because of such taking and any other sums advanced by Landlord pursuant shall be entitled to the next sentenceentire award or payment in connection therewith, restore the untaken portion of any Leased Improvements so except that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate file any separate claim available to Tenant for any taking of Tenant’s personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Lease Term pursuant to the terms of this Lease, without in any way affecting any other leases in effect between Landlord and Tenantfor moving expenses, by giving Notice so long as such claims do not diminish the award available to Landlord, its ground lessor with respect to the other; providedBuilding or Project or its mortgagee, however thatand such claim is payable separately to Tenant. All Rent shall be apportioned as of the date of such termination. If any part of the Premises is taken, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providingshall not be so terminated, within thirty (30a) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, Rent shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant abated in proportion to the then fair market values ratio that the amount of rentable square feet of the respective estates and interests Premises which has been taken (or which is not usable for the Permitted Use, without taking extraordinary measures or incurring material expense, as a result of Landlord and Tenant in and taking bears to the Leased Property total rentable square feet of the Premises, as a result of the taking) bears to the total rentable square feet of the Premises, and under this Lease(b) Landlord at its expense, shall restore the remainder of the Base Building, the Premises, the Tenant Improvements, any Alterations, and the Common Areas in accordance with Section 13.5 below. Tenant hereby affirms that all condemnation proceeds applicable to the Base Building, Premises, Tenant Improvements, any subsequent Alterations and Common Areas shall be the sole and exclusive property of Landlord.

Partial Taking. If title to less than On a partial taking, this lease shall remain in full force and effect, covering the whole remaining property, except that the net rent shall be reduced in the same ratio as the dollar amount of the Leased -------------- Property is condemnedaward, excluding interest and severance damages, bears to the total fair market value of the Premises before the taking, as determined by the most recent appraisal made for the property. Both parties waive their rights to petition for termination of the lease under section 1265.130 of the California Code of Civil Procedure. Promptly after a partial taking, at Tenant’s expense and in the manner specified in provisions of this lease relating to maintenance, repairs, and the Leased Property is not Unsuitable for its Primary Intended Usealterations, and not Uneconomic for its Primary Intended UseTenant shall repair, alter, modify, or if Tenant or Landlord is entitled but neither elects reconstruct the improvements (hereafter referred to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only restoring) so as to make them reasonably suitable for Tenant’s continued occupancy for the extent of any condemnation awards made available to Tenant uses and any other sums advanced by Landlord pursuant to purposes for which the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the CondemnationPremises are leased. If the condemnation Awards are reasonably estimated cost of the work represents more than twenty-five percent (25%) of the then fair market value of the leasehold improvements before the taking, Tenant may, in the manner provided for a substantial taking, elect to treat the taking as substantial. On a partial taking, all sums, including damages and interest, awarded for the fee title or the leasehold or both, shall be deposited promptly with an escrow agent acceptable to both parties (acceptance not adequate to restore be unreasonably withheld) and shall be distributed and disbursed in the Facility following order to that conditionpriority: First, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; as herein provided, however thatreimbursement of all costs and expenses of collection of the award, if including fees and expenses incurred in the condemnation proceeding. Second, to Tenant, reimbursement of the costs and expenses of restoration of the improvements, as such termination is costs and expenses are reasonably incurred by Tenant, Landlord shall have the right, in its sole discretionplus any amount awarded for detriment to business. Third, to nullify the termination and keep this Lease in full force by providingleasehold mortgagee, within thirty (30) days after Tenant's Notice of termination, a Notice such sum as is necessary to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess reduce the principal amount of the condemnation Awardslien of the leasehold mortgagee to not more than the appraised fair market value of the improvements (subject to the remaining term of this lease) upon completion of such restoration. If this Lease is not terminated and Tenant restores the FacilityFourth, the condemnation awards, and any other sums made available by Landlord as aforesaid, remainder shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned divided between Landlord and Tenant in proportion to the ratio, as nearly as practicable, which (i) the then fair market values value of Landlord’s interest in the respective estates and interests Premises including its interest under this lease as determined by appraisal as provided below bears to (ii) the then value of Landlord and Tenant Tenant’s interest in and to the Leased Property improvements constructed on the Premises and under this Leaselease for the remainder of the lease term determined by appraisal as provided below (provided that Tenant’s share thereof shall be subject to the rights of all leasehold mortgagees).

Partial Taking. If title to less than In the whole event of a Partial Taking during the Leased -------------- Property is condemned, and term hereof (1) the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if rights of Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each Lease and leasehold estate of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property portion of the Total Project taken shall cease and under terminate as of the 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 Building after the Taking and the denominator of which is the number of square feet contained in the Building prior to the Taking; (3) Tenant shall receive from the Award the portions of the Award attributable to (a) the unamortized cost of Tenant Improvements constructed or installed in the Building by Tenant, at Tenant's cost (allocated on a per square foot basis to the portion of such Tenant Improvements taken), in excess of the unamortized cost of Landlord's deemed contribution to such Tenant Improvements (allocated on a per square foot basis to the portion of such Tenant Improvements taken and which deemed contribution shall be equal to Twenty Dollars ($20.00) per square foot of the Building), which amortization shall be calculated on a straight-line basis over a fifteen-year period, (b) the Expansion Building(s) and the leasehold improvements therein paid for by Tenant, (c) movable personal property or trade fixtures of Tenant, and (d) removal costs; and (4) the remainder of the Award shall be paid to and be the property of Landlord. In the event of a Partial Taking, Landlord shall restore, to the extent solely of severance damages paid to Landlord from the condemnation Award, the Building to a completed architectural unit, and any amount not so funded by Landlord shall be borne by Tenant. In the event of a Partial Taking of the Expansion Project, or applicable portion thereof, Tenant shall have no right to terminate this LeaseLease and there shall be no reduction or abatement of the Monthly Installment of rent.

Partial Taking. If title to less than the whole a substantial portion of the Leased -------------- Premises or less than a substantial portion of the Building or Real Property is condemnedtaken 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 such taking would not prevent or materially interfere with the use of the Leased Premises or the Building or Real Property is not Unsuitable for its Primary Intended Use, and not Uneconomic the purpose for its Primary Intended Usewhich it was then being used, or if all or a substantial portion of the Leased Premises or all or a substantial portion of the Building or Real Property is taken as set forth in Section 8.01 above and this Lease is not terminated as provided in Section 8.01 above, Landlord shall, at Landlord’s sole risk and expense, restore and reconstruct the Building, the Real Property, Leased Premises and Tenant Improvements to the extent necessary to make it reasonably tenantable, provided, if the damages received by Landlord are insufficient to cover the costs of restoration, Landlord or Tenant may terminate this Lease. In the event that Landlord is entitled but neither elects to or Tenant does not terminate this Lease as provided in Section 15.2the forgoing sentence and Landlord fails to complete the necessary repairs or rebuilding within one hundred eighty (180) days from the date of the taking, Tenant may, at its cost shall with option, terminate this Lease by delivering written notice of termination to Landlord and all reasonable dispatchfurther rights and obligations of the parties under this Lease (including, but only without limitation, all obligations to pay Rent for the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken unexpired portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit the Term) shall terminate effective as of the same general character date of the written notification. Landlord shall have no obligation to restore any Tenant Alterations. The Base Rent and condition (Additional Rent payable under this Lease during the period for which the Leased Premises, or portions thereof, are untenantable will be adjusted to such an extent as nearly as may be possible is fair and reasonable under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Lease.

Partial Taking. (a) If title the Taking is not a Substantial Taking or a Temporary Taking (a “Partial Taking”), this Lease shall remain in full force and effect; provided, however, that on the date of such Partial Taking this Lease shall terminate as to the portion of the Private Facilities taken, which portion shall no longer be deemed part of the Premises. From and after the date of such Partial Taking, the Base Rent shall be reduced in an amount or proportionate to the area of the Private Facilities Taken. Tenant shall promptly restore the Private Facilities to the extent reasonably practicable given the nature and scope of the Partial Taking and the requirements of applicable Law, to a condition consistent with the Building Standards (the “Condemnation Restoration Work”). (b) The Award for the Partial Taking shall be allocated as follows: (i) If the Partial Taking includes any of the Private Facilities, the Award shall first be applied to effectuate the Condemnation Restoration Work. (ii) The balance of the Award (if any) shall be allocated between Tenant and Landlord as follows: (A) Landlord shall be entitled to an amount equal to the Value of the Landlord’s Estate subject to the Partial Taking; (B) Tenant shall be entitled to an amount equal to the Value of the Leasehold Interest subject to the Partial Taking; and (C) except as otherwise set forth herein, the balance of the Award, if any, paid on a pari passu (i.e., share and share alike) basis to Landlord and Tenant. (c) If there is a Leasehold Mortgagee, the portion of the condemnation award to be applied to Condemnation Restoration Work shall be paid, reserved or disbursed in accordance with the procedures established in the Leasehold Mortgage, and ▇▇▇▇▇▇’s portion of the Award shall be paid in accordance with the provisions of the Leasehold Mortgage. If no Leasehold Mortgage encumbers the Private Facilities at the time of the Partial Taking, then (i) if the cost of the Condemnation Restoration Work, as reasonably estimated, is less than $1,000,000.00, the whole portion of the Leased -------------- Property is condemnedaward needed to effect the Condemnation Restoration Work shall be paid to Tenant, who shall effect the Condemnation Restoration Work, and (ii) if the Leased Property cost of effecting the Condemnation restoration work is not Unsuitable equal to or greater than $1,000,000.00, the portion of the Award needed for its Primary Intended Userestoration of the Improvements shall be paid to a Depository, who shall hold and not Uneconomic for its Primary Intended Use, or if distribute such portion of the Award to Tenant or Landlord is entitled but neither elects to terminate this Lease as the restoration work progresses in the same manner as provided in Section 15.2, Tenant at its cost shall 11.2 with all reasonable dispatch, but only respect to insurance proceeds and subject to the extent same conditions. The dollar amount threshold set forth in this provision shall be increased every tenth (10th) Calendar Year by application of the CPI. (d) If the Partial Taking does not include any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the FacilityPrivate Facilities, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the entire Award shall be equitably apportioned between Landlord and Tenant in proportion paid to the then fair market values Landlord, except any Award payable to Tenant for loss or deprivation of Tenant’s Leasehold Interest and/or the Value of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeaseLeasehold Estate.

Partial Taking. If title to less than the whole substantially all of the Leased -------------- Property office building component or the warehouse component of the Improvements or the related Land shall be taken or either component is condemned, and temporarily taken for public or quasi-public purposes on or after Substantial Completion of any component of the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2Improvements, Tenant will promptly, at its sole cost shall and expense, restore, repair, replace or rebuild the affected component(s) so taken in conformity with all reasonable dispatch, but only the requirements of paragraphs 8 and 22 as nearly as practicable to the extent condition, size, quality of workmanship and market value thereof immediately prior to such taking, without regard to the adequacy of any condemnation awards award for such purpose. There shall be no abatement of Rent during such period of restoration. Tenant may, at its sole cost and expense, participate with Landlord in the negotiation of the amount of the award with the condemning authority, but Tenant shall have no right to prevent Landlord from agreeing to a settlement so long as the settlement will provide sufficient funds to pay the cost of the restoration work required by this paragraph. 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 paragraph 9 hereof. Tenant shall, at its sole cost and expense, negotiate and, if necessary, litigate, the amount of the award, and Landlord shall have the right to participate in such process, and if Tenant fails to diligently prosecute such efforts, Landlord may take control of the process. Any condemnation proceeds in excess of the amounts as are made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit for restoration or repair of the same general character Premises and condition (as nearly as may the cost of collection thereof, shall be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnationsole and exclusive property of Landlord. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Leaseparticipate in condemnation proceedings with Landlord, without and shall be entitled to receive any award made by the condemning authority in respect of business loss or, if available, business relocation and any other claim permitted by law which does not, in any way affecting any other leases in effect between Landlord and Tenantsuch case, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of diminish Landlord's unconditional, legally binding obligation to be responsible recovery. After receipt of Landlord of any condemnation proceeds not required for all the restoration costs in excess of the Premises or the cost of collection thereof, Fixed Rent shall be reduced dollar-for-dollar by the amount of any reduction in debt service on the First Mortgage occasioned by the prepayment resulting from such condemnation Awardsproceeds. If this Lease is not terminated and Tenant restores the Facility, the Landlord agrees to use commercially reasonable efforts to cause its lenders to agree to reamortize their loans after application of condemnation awards, and any other sums made available by Landlord rather than apply such awards in the inverse order of loan payments. If there is no reduction in debt service as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs a result of such restoration application by Mortgagee, Tenant shall receive an amount equal to the amount so applied by Mortgage upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance earlier to occur of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values refinancing of the respective estates and interests Mortgage or the sale of Landlord and Tenant in and to the Leased Property and under this LeasePremises.

Partial Taking. If title to less than the whole a part of the Leased -------------- Property is condemnedPremises shall be so taken, then Landlord shall give Tenant prompt written notice thereof and the Leased Property is part so taken shall no longer constitute part of the Premises, but this Lease shall continue in force and effect as to the part not Unsuitable for its Primary Intended Useso taken; provided, and not Uneconomic for its Primary Intended Usehowever, or if that Tenant or Landlord is entitled but neither elects may elect to terminate this Lease (a) if a partial taking of the Premises occurs and Landlord is not able to provide alternate premises in the Building reasonably acceptable to Tenant for the normal conduct of Tenant's business for the portion of the Premises taken or if, in the good faith, reasonable judgment of Tenant, the remaining portion of the Premises cannot be economically and practicably used by Tenant for the conduct of its business or (b) if a partial taking has a material and adverse effect upon (i) the normal conduct by Tenant of its business in the Premises, or (ii) the parking for Tenant and its visitors and Landlord does not relocate such parking pursuant to Section 6.01(d) of this Lease. 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. Upon the date specified in Tenant's notice (which shall be a date as provided in Section 15.2, soon thereafter as is practical for Tenant at its cost shall with all reasonable dispatchto relocate from the Building, but only in no event more than one hundred eighty (180) days thereafter), the Term of this Lease shall terminate and, subject to the extent a proration and apportionment of any condemnation awards made available to Tenant Annual Rental and any proration, apportionment and reconciliation of Additional Rental and other sums advanced by Landlord pursuant due hereunder as of the date of the termination, 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 next sentencePremises, restore the untaken Annual Rental or any Additional Rental shall be reduced proportionately based upon the part or parts of the Premises and/or other parts of the Building so taken. If a part of the Building is taken, and either (i) Landlord's architect or contractor reasonably estimates that reconstruction would require more than one hundred eighty (180) days; (ii) in Landlord's good faith, reasonable judgment the remaining portion of any Leased Improvements the Building cannot be restored to a functional whole or cannot be restored so that such Leased Improvements constitute as to be efficient and economically viable to own, operate and maintain as a complete architectural unit commercial office building or (iii) the cost of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If restoration will require more than the condemnation Awards are not adequate proceeds paid to restore the Facility to that conditionLandlord, each of then Landlord and Tenant shall have the right may elect to terminate this LeaseLease by delivering written notice of such election to Tenant not later than sixty (60) days following the Date of the Taking, without in any way affecting any other leases in effect between and this Lease shall terminate as of a date mutually acceptable to Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, but in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty no event more than one hundred eighty (30180) days after Tenant's Notice following such notice, subject to a proration and apportionment of terminationAnnual Rental and proration, a Notice to Tenant apportionment and reconciliation of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated Additional Rental and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Leasedue hereunder.

Partial Taking. (a) If title to less than the whole only a part of the Leased -------------- Property is Premises shall be so taken or condemned, and the Leased Property Lease is not Unsuitable for terminated pursuant to Section 8.1 hereof, Tenant, at its Primary Intended Usesole cost and expense, shall repair and restore the Leased Premises and all Improvements thereon, and Landlord shall make the Award available to Tenant for restoration in accordance with the disbursement conditions of Section 7.3, provided, however, that Tenant shall have no obligation to repair or restore the Leased Premises or any Improvements located thereon if Landlord or its lender fails to make any Award available for restoration of the Leased Premises (and in such event the Lease shall terminate). If the Leased Premises is rendered untenantable in whole or in part, an equitable abatement in Rent shall be allowed from the date of the taking or condemnation. If the Lease is not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease terminated as provided in the first sentence of this Section 15.28.2, Tenant at its cost shall with all reasonable dispatch, but only promptly and diligently proceed to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute make a complete architectural unit of the same general character and condition (as nearly as may be possible under remainder of the circumstances) as Improvements, complying with the Leased Improvements existing immediately prior disbursement conditions set forth in Section 7.3. For such purpose, to the Condemnation. If extent the condemnation Awards are not adequate to restore amount of the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice Award relating to the other; provided, however that, if such termination Improvements is by Tenantless than Twenty Five Million Dollars ($25,000,000), Landlord shall have immediately pay the rightfull amount of the Award to Tenant for such restoration. To the extent the amount of the Award exceeds the cost of such restoration, in its sole discretionTenant shall return such excess to Landlord upon full completion of the restoration work. (b) In the event of a partial taking, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice shall terminate as to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess the portion of the condemnation Awards. If Leased Premises so taken and the Base Rent payable for the balance of the term of this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion reduced by a sum equivalent to the then fair market values portion of the respective estates and interests Facility taken, such reduction to be effective as of the date of Landlord’s receipt of such Award. Until the amount of the reduction of the Base Rent shall have been determined, Tenant shall continue to pay to Landlord and Tenant the Base Rent provided for in and to the Leased Property and under this LeaseSection 4.1.

Partial Taking. If title to less than the whole such a material portion of the Leased -------------- Property Premises shall be taken or condemned, as aforesaid, this Lease shall continue and shall remain in full force and effect; provided, however, that the Base Rent hereunder shall thereafter be reduced in an equitable manner in proportion to the reduction in value of the Premises for Tenant's use. The Base Rent shall be reduced to the product obtained when the Base Rent otherwise payable hereunder is condemnedmultiplied by a fraction, the numerator of which shall be the total floor area of the Building (expressed in square feet) remaining following the condemnation and restoration, and the Leased Property is not Unsuitable for its Primary Intended Usedenominator of which shall be the total floor area thereof (expressed in square feet) upon the Commencement Date. Such reduction in Base Rent shall first become effective as of the first day of the month next succeeding the date of vesting of title in the condemning authority, and shall not Uneconomic for its Primary Intended Usein any event diminish, reduce or ▇▇▇▇▇ the Impositions, Additional Rent and other charges payable hereunder by Tenant. In the event of such a partial condemnation, Tenant shall promptly make, or if Tenant cause to be made, all demolition, repairs, reconstruction, restoration, replacement or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2rebuilding and all other work necessary, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under practicable, to restore the circumstances) as Building Elements to the Leased Improvements existing utility and condition immediately prior to such taking (and including any new parking areas and/or demolition of the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that conditionexisting Building, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have extent the right, in its sole discretion, same may be reasonably necessary to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after accommodate Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess use of the condemnation AwardsPremises after the condemnation). If this Lease is not terminated The net proceeds of the award in respect of such partial taking or condemnation, after the payment of all fees and Tenant restores expenses incurred in connection with the Facilitycollection of such award, the condemnation awardsshall be paid over to Landlord, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord or Landlord's designee and paid out by shall be made available to Tenant as work progresses (subject to periodic delivery to Landlord from time of appropriate architect's certifications as to time the cost of the required work remaining until full completion, and title company certifications as to the absence of any liens, or encumbrances relating to such work) for use in making payments when due for the reasonable costs demolition, repairs, restoration or replacement required under this Article 14, and pursuant to such controls and subject to such approvals as Landlord or Landlord's mortgagee shall reasonably require. If such proceeds shall be insufficient to pay the entire cost of such restoration upon satisfaction work, Tenant agrees to pay the deficiency. At any time after the completion of reasonable terms and conditionssuch work, and any excess awards remaining after such restoration the balance of the proceeds not theretofore used pursuant to the foregoing provisions of this section shall be retained by paid to Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award Landlord's mortgagee as their interests shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Leaseappear.

Partial Taking. If title to less than a Partial Taking occurs, then the whole Term shall not be reduced or affected in any way, this Lease shall remain in full force and effect for the portion of the Leased -------------- Property is condemnedremaining after such Taking and the Tenant's obligation to pay Rent shall continue without abatement or diminution. All sums, including damages and interest constituting the Condemnation Award shall be deposited promptly with a Depositary, and shall be distributed and disbursed in the Leased following amounts and in the following order of priority: (a) First, to be used for restoration of the Land and Improvements to an economically feasible state, in the good faith judgment of Tenant; and (b) The balance, pro rata between Landlord and Tenant (or Leasehold Mortgagee) in accordance with (i) as to Landlord, the value of Landlord’s fee simple title in the portion of the Property is so taken, taking into account the effect on such value of this Lease and all other matters affecting such interest (had the Taking not Unsuitable for its Primary Intended Useoccurred), and not Uneconomic for (ii) as to Tenant (or Leasehold Mortgagee), the value of the Leasehold and Improvements to Tenant considering the number of years left in the Term. Tenant, at its Primary Intended Usesole cost and expense, shall commence and thereafter proceed to repair, alter, raze or restore the remaining part of the Land, or if Tenant or Landlord is entitled but neither elects otherwise to terminate this Lease as provided secure the Improvements and render the Improvements safe (the "Work"), all in Section 15.2, Tenant at its cost shall Tenant's reasonable discretion and in accordance with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the CondemnationArticle IX above. If the condemnation Awards are not adequate Condemnation Award received by ▇▇▇▇▇▇ is insufficient to restore pay the Facility to that conditionentire cost of the work, each of Landlord and then Tenant shall have pay the right to terminate this Leasefull amount of any such deficiency. If the Condemnation Award received by Tenant shall exceed the entire cost of the Work, without in then Tenant shall assign its interest and any way affecting any other leases in effect between Landlord and Tenant, by giving Notice such excess portion of the Condemnation Award to the other; provided, however thatDepositary if any and, if none, may use such termination is by excess for such purposes as Tenant, Landlord shall have the right, in its sole discretion, deems appropriate. Under no circumstances shall Landlord be obligated to nullify the termination and keep this Lease in full force by providingmake any payment, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess disbursement or contribution towards or on account of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance cost of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeaseWork.

Partial Taking. If title In case of a Taking other than a Total Taking (a "Partial Taking") (a) this Lease shall remain in full force and effect; provided, that on the date of such Taking this Lease shall terminate as to less than the whole portion of the Leased -------------- Property Premises taken (which portion shall be deemed excluded from the Leased Premises) and if the portion of the Leased Premises that was taken shall include any area designed for tenant occupancy, the Basic Rent shall be reduced by multiplying the same by a fraction, the numerator of which is condemned, the rentable square footage of the portion of the Leased Premises that was taken and the denominator of which is the rentable square footage of the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only Premises prior to the extent Taking (the "Taking Fraction") and (b) Tenant, whether or not the awards or payments, if any, on account of any condemnation awards made available such Taking shall be sufficient for the purpose shall promptly commence Restoration of the Leased Premises (exclusive of the taken portion) and thereafter diligently prosecute the same to Tenant completion in accordance with the Plans and any other sums advanced Specifications therefor (as approved by Landlord or as determined by the Appropriate Engineer to be required to have been approved by Landlord pursuant to this Lease). Notwithstanding any Partial Taking, the next sentenceSupplemental Rent shall not be reduced or otherwise abated. Any claim for compensation resulting from a Partial Taking may be settled by Landlord without Tenant's consent; provided, restore that if the untaken portion thereof awarded for Restoration is less than the estimated cost of such Restoration then Tenant shall have a right to approve any such settlement, such approval not to be unreasonably withheld, and if the portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to Premises that conditionwas taken shall include any Fit-Out Work, each of Landlord and then Tenant shall have the right to terminate this Leaseparticipate, without in any way affecting any other leases in effect between Landlord and at Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right's expense, in its sole discretionthe prosecution of such claim and the right to approve any such settlement, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation such approval not to be responsible for all restoration costs in excess of unreasonably withheld. Any dispute under the condemnation Awards. If this Lease is not terminated and Tenant restores preceding sentence should be resolved by the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeaseAppropriate Engineer.

Partial Taking. If title to less In the event that (i) more than the whole 25% of the Leased -------------- Property Gross Leasable Area of the Premises, including the parking area serving he Premises, is condemnedtaken under the power of eminent domain by any public or quasi-public authority, and (ii) by reason of any appropriation or taking, regardless of the Leased Property amount so taken, the remainder of the Premises is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Useone undivided parcel of property, or if Tenant or Landlord is entitled but neither elects to terminate this Lease (iii) as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent a result of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentencetaking, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit regardless of the same general character and condition (as nearly as may be possible under amount so taken, the circumstances) as remainder of the Leased Improvements existing immediately prior to premises is rendered unsuitable for the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that conditioncontinued operation of Tenant's business, each of either Landlord and or Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and TenantLease as of the date Tenant is required to vacate a portion of the Premise, by giving Notice to the other; provided, however that, if other notice of such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, election within thirty (30) days after receipt by Tenant from Landlord of written notice that the Premises have been so appropriated or taken. Landlord agrees immediately after learning of any appropriation or taking to give to Tenant notice in writing thereof. In the event of such termination, upon tenant's payment to Landlord of all rents accruing through such date, both Landlord and Tenant shall thereupon be released from any liability thereafter accruing hereunder. If both parties elect not to terminate this lease, Tenant shall remain in that portion of the Premises not s taken and Tenant, at Tenant's Notice sole cost and expense, shall restore the remaining portion f the Premises as soon as possible to a complete unit of terminationlike quality and character as existed prior to such taking. Landlord agrees to reimburse Tenant for the cost of restoration, a Notice to Tenant of but in o event shall Landlord's unconditional, legally binding obligation to be responsible reimburse Tenant for all restoration costs in excess the cost of restoring the remaining portion of the condemnation AwardsPremises exceed the amount of award of compensation that Landlord receives for a partial taking of that portion of the Premises resulting in the need for restoration. If So long as this Lease is not terminated and Tenant restores in the Facilitymanner provided above, the condemnation awards, and any other sums made available by Landlord as aforesaid, there shall be held in trust an equitable adjustment of the rent payable by Landlord and paid out Tenant hereunder by Landlord from time to time for the reasonable costs reason of such restoration upon satisfaction partial taking. Tenant hereby waives any statutory rights of reasonable terms and conditions, and termination which may arise by reason of any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance taking of the Facility, in which latter event premises under the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values power of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Leaseeminent domain.

Partial Taking. If title to the fee of a substantial part but less than the whole all of the Leased -------------- Property ▇▇▇▇▇▇ Complex, other improvements or real property of which the Premises are a part and the land underlying the same is condemnedso condemned or appropr!ated, and if the Leased Property is not Unsuitable remainder of the Premises can reasonably be used for its Primary Intended Usesubstantially the same purposes and in substantially the same manner, and not Uneconomic except for its Primary Intended Usethe amount of floor space, as the Premises prior to such condemnation or if Tenant or Landlord is entitled but neither elects to terminate appropriation, then this Lease as provided shall continue in Section 15.2full force and effect without change, Tenant with respect to the remaining portion of the Premises, except that Minimum Rent shall be equitably adjusted. The foregoing notwithstanding, the Landlord at its cost shall with all reasonable dispatchoption, but only to the extent may notify Tenant of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right its desire to terminate this Lease, without in any way affecting any other leases in effect between such termination to be effective on date set by Landlord. If this Lease shall so continue, the Landlord shall, at its own cost and Tenantexpense, by giving Notice to with reasonable promptness, repair and/or rebuild the otherremaining portion of the Premises; provided, however thathowever, if such termination is by Tenant, that the Landlord shall have the right, in its sole discretion, no event be required to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible expend for all restoration costs such work an amount in excess of the amount of money received by said Landlord for the taking of the portion of the Premises condemned. The amount of money received by Landlord shall mean that part of the award in condemnation Awardswhich is free and clear to Landlord of any demand by mortgage, mortgages or other secured parties for the value of the diminished fee. If this Lease is not terminated and Tenant restores If, during the Facilityperformance of any such work, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance business of the FacilityTenant is substantially interrupted, in which latter event the Award Minimum Rent shall be equitably apportioned between adjusted until such work is completed. If the part of the Premises not condemned cannot be used for substantially the same purposes and in substantially the same manner, except for the amount of space, as the Premises prior to such condemnation, the Landlord and the Tenant in proportion shall each have the option to terminate this Lease by written notice to the then fair market values other within ninety (90) days after the date of taking. If any such notice be given, the Lease shall terminate at the end of the respective estates and interests month in which occurs the thirtieth (30th) day after the giving of Landlord and such notice. The foregoing notwithstanding, the Landlord, at its option, may notify Tenant in and of its desire to the Leased Property and under terminate this Lease, such termination to be effective on date set by Landlord.

Partial Taking. If title to less than (a) In the whole event of the Leased -------------- Property is condemned, and the Leased Property is a Taking which does not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate result in a termination of this Lease as provided in Section 15.2pursuant to Sections 16.1 or 16.3, Tenant at its cost this Lease shall terminate and expire with all reasonable dispatch, but respect only to the extent portion of any condemnation the Demised Premises so taken, on and as of the date of taking. In all other respects this Lease shall remain in full force and effect except that Tenant shall be entitled, after such date, to a reduction in the Minimum Rent in the proportion which the area of the Demised Premises so taken bears to the total area of the Demised Premises at the time of such Taking. (b) The award or awards made available paid as a result of such Taking shall be divided and distributed in the following order of priority: (i) Landlord and Tenant shall be entitled to all expenses incurred by them in connection with such Taking, including, without limitation, reasonable attorneys' fees and expenses; and (ii) If the remainder of the proceeds without interest shall be in an amount of $10,000,000.00 or less, such proceeds shall be paid to Tenant, in trust, for application by Tenant to the Restoration of the Improvements, or, if the proceeds are in an amount in excess of $10,000,000.00, the entire proceeds shall be paid to and deposited with Landlord. If Landlord shall receive proceeds, it shall upon the request of Tenant deliver to Tenant and any other sums advanced by a certificate stating that such proceeds have been deposited with Landlord pursuant to the next sentencerequirements of this Lease. (c) Tenant, at its sole cost and expense and whether or not the proceeds shall be sufficient for the purpose, shall proceed, within forty (40) days after such Taking, with diligence and continuity, to repair, alter (including any necessary demolition and reconstruction) and restore the untaken portion remaining part of any Leased Improvements the Building to substantially its former condition, so that such Leased Improvements as to constitute a complete architectural unit structure suitable for the purposes the Building is being used for as of the same general character and condition (date hereof. All repairs, alterations, restorations or demolition conducted by Tenant as nearly as may be possible under a result of a partial Taking, including temporary repairs for the circumstances) protection of the Improvements or other property pending the completion thereof, are referred to in this Lease as the Leased Improvements existing immediately prior "Partial Restoration". (d) The conditions under which the Partial Restoration is to be performed and the Condemnation. method of proceeding with and performing the same shall be governed by all of the provisions of Article 9; and the cost of the Restoration shall include the reasonable fees of the Construction Manager. (e) If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenantproceeds arc deposited with Landlord, Landlord shall have the righthold, in its sole discretionapply, to nullify the termination make available and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice pay over to Tenant the proceeds in the same manner as is provided for Landlord with respect to Casualty Proceeds under the provisions of Landlord's unconditional, legally binding obligation to Article 9 (except that no Voluntary Alterations shall be responsible for all restoration costs in excess made with such condemnation proceeds) and upon the completion and payment of the condemnation Awards. If this Lease is not terminated and Tenant restores cost of the FacilityPartial Restoration, the condemnation awards, and any other sums made available balance of the proceeds held by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall may be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeaseLandlord.

Partial Taking. If title Upon the occurrence of any Partial Taking, this Lease shall continue in full effect without abatement or reduction of Basic Rent, Additional Rent or other sums payable by Tenant. In the event Landlord receives a Net Award in connection with any such Partial Taking Landlord shall, provided there is no Event of Default hereunder, make the Net Award available to less than the whole Tenant, and Tenant shall, regardless of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit adequacy of the same general character and condition (award, make repairs in accordance with the requirements of Section 5.4(a) hereof so that, thereafter, the Premises shall be, as nearly as may be possible under the circumstances) possible, in a condition as good as the Leased Improvements existing condition thereof immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that conditionsuch Taking, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however thatbut, if such termination is by Tenant, Landlord Net Award shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the FacilityOne Hundred Thousand Dollars ($100,000), the condemnation awards, and any other sums made available by Landlord as aforesaid, proceeds shall be held in trust by Landlord or a proceeds trustee (which may be Lender or Lender's designee, or a bank or trust company designated by Landlord), and paid out only upon delivery to Landlord of (i) certificates of Tenant identifying the repair work for which Tenant is requesting payment and the cost incurred by Landlord from time to time for Tenant in connection therewith (a) if such Partial Taking occurs during the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance last 49th through 60th months of the FacilityPrimary Term or any Extended Term, in which latter event 20% of the excess Net Award shall be equitably apportioned between delivered to Landlord and Tenant in proportion the balance shall be delivered to Tenant; (b) if such Partial Taking occurs during the then fair market values last 37th through 48th months of the respective estates and interests Primary Term or any Extended Term, 40% of the excess Net Award shall be delivered to Landlord and Tenant in the balance shall be delivered to Tenant; (c) if such Partial Taking occurs during the last 25th through 36th months of the Primary Term or any Extended Term, 60% of the excess Net Award shall be delivered to Landlord and the balance shall be delivered to Tenant; (d) if such Partial Taking occurs during the Leased Property last 13th through 24th months of the Primary Term or any Extended Term, 80% of the excess Net Award shall be delivered to Landlord and under this Leasethe balance shall be delivered to Tenant; and (e) if such Partial Taking occurs during the last 12 months of the Primary Term or any Extended Term, 100% of the excess Net Award shall be delivered to Landlord.

Partial Taking. If title to less than the whole a portion of the Leased -------------- Property Premises is condemnedcondemned and Section 9.2 does not apply, the lease shall continue on the following terms: (1) Except as otherwise provided, Landlord shall be entitled to all of the proceeds of condemnation, and Tenant shall have no claim against Landlord as a result of the Leased Property condemnation. (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 to a condition as comparable as reasonably practicable to that existing at the time of the condemnation. If condemnation occurs and this Lease is not Unsuitable terminated, restoration work shall be commenced as soon as reasonably possible and thereafter shall proceed without interruption except for its Primary Intended Usework stoppages on account of labor disputes and matters beyond Landlord's reasonable control, and not Uneconomic for its Primary Intended Usebe completed within ninety (90) days thereafter. If the Landlord fails to complete restoration within the time provided, or if Tenant or Landlord is entitled but neither elects may elect to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within after thirty (30) days after Tenant's Notice of terminationnotice to terminate is delivered to Landlord. Nevertheless, a Notice this Lease shall not terminate if Landlord substantially completes the restoration and delivers occupancy to Tenant of Landlord's unconditional, legally binding obligation within the thirty (30) day notice period. (3) After the date on which title vests in the condemning authority or an earlier date on which alterations or repairs are commenced by Landlord to be responsible for all restoration costs in excess restore the balance of the condemnation Awards. If this Lease is not terminated and Tenant restores the FacilityPremises in anticipation of taking, the condemnation awards, and any other sums made available by Landlord as aforesaid, rent shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant reduced in proportion to the then fair market values reduction in value of the respective estates Premises as an economic unit on account of the partial taking. If the parties are unable to agree on the amount of the reduction of rent, each shall appoint one appraiser, and interests each appraiser shall appoint a third appraiser, and the appraisers shall determine the rental value. (4) If a portion of Landlord Landlord's property not included in the Premises is taken, and Tenant in and severance damages are awarded on account of the Premises, or an award is made for detriment to the Leased Property Premises as a result of activity by a public body not involving a physical taking of any portion of the Premises, this shall be regarded as a partial condemnation to which Sections 9.1 (1) and under this Lease9.1(3) apply, and the rent shall be reduced to the extent of reduction in rental value, if any, of the Premises as though a portion had been physically taken.

Partial Taking. If title to less In the event that (i) more than the whole 25% of the Leased -------------- Property Gross Leasable Area of the Premises, including the parking area serving the Premises, is condemnedtaken under the power of eminent domain by any public or quasi-public authority, and (ii) by reason of any appropriation or taking, regardless of the Leased Property amount so taken, the remainder of the Premises is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Useone undivided parcel of property, or if Tenant or Landlord is entitled but neither elects to terminate this Lease (iii) as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent a result of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentencetaking, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit regardless of the same general character and condition (as nearly as may be possible under amount so taken, the circumstances) as remainder of the Leased Improvements existing immediately prior to Premises is rendered unsuitable for the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that conditioncontinued operation of Tenant's business, each of either Landlord and or Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and TenantLease as of the date Tenant is required to vacate a portion of the Premises, by giving Notice to the other; provided, however that, if other notice of such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within election witnin thirty (30) days after receipt by Tenant from Landlord of written notice that the Premises have been so appropriated or taken. Landlord agrees immediately after learning of any appropriation or taking to give to Tenant notice in writing thereof. In the event of such termination, upon Tenant's Notice payment to Landlord of terminationall rents accruing through such date, both Landlord and Tenant shall thereupon be released from any liability thereafter accruing hereunder. If both parties elect not to terminate this Lease, Tenant shall remain in that portion of the Premises not so taken and Tenant, at Tenant's sole cost and expense, shall restore the remaining portion of the Premises as soon ?S possible to a Notice complete unit of like quality and character as existed prior to such taking. Landlord agrees to reimburse Tenant for the cost of restoration, but in no event shall Landlord's unconditional, legally binding obligation to be responsible reimburse Tenant for all restoration costs in excess the cost of restoring the remaining portion of the condemnation AwardsPremises exceed the amount of award of compensation that Landlord receives for a partial taking of that portion of the Premises resulting in the need for restoration. If So long as this Lease is not terminated and Tenant restores in the Facilitymanner provided above, the condemnation awards, and any other sums made available by Landlord as aforesaid, there shall be held in trust an equitable adjustment of the rent payable by Landlord and paid out Tenant hereunder by Landlord from time to time for the reasonable costs reason of such restoration upon satisfaction partial taking. Tenant hereby waives any statutory rights of reasonable terms and conditions, and termination which may arise by reason of any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance pal1ial taking of the Facility, in which latter event Premises under the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values power of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Leaseeminent domain.

Partial Taking. If title to less than the whole any portion of the Leased -------------- Property Premises is condemnedtaken by condemnation, this Lease shall remain in effect, except Tenant can elect to terminate this Lease if the taking is substantial; that is, if the remaining portion of the Premises is rendered unsuitable for Tenant's continued use of the Premises. Landlord shall notify Tenant that there is going to be a taking within a reasonable time after receipt of service of summons and complaint. If Tenant elects to terminate this Lease, Tenant must exercise its right to terminate pursuant to this paragraph by giving written notice to Landlord within thirty (30) days after receipt of notice of the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if taking. If Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2this paragraph, Tenant at its cost shall with all reasonable dispatchalso notify Landlord of the date of termination, but only to the extent which date shall not be earlier than thirty (30) days following receipt of written If any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character Premises is taken by condemnation, and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease remains in full force and effect, on the date of taking, monthly rent shall be reduced by providing, an amount that is in the same ratio to rent as the value of the area of the portion of the Premises taken bears to the total value of the Premises immediately before the date of the taking. If within thirty (30) days after the date that the nature and extent of the taking are finally determined Landlord notifies Tenant that Landlord, at its cost, will add on to the remaining Premises so that the area and the approximate layout of the Premises will be substantially the same after the date of taking as they were before the date of taking, and Landlord commences the restoration immediately and completes the restoration within one hundred twenty (120) days after Landlord notifies Tenant, then the Lease shall not be subject to termination by Tenant and shall continue in full force and effect. Rent shall be abated or reduced during the period from the date of taking until the completion of restoration based upon the extent to which the restoration interferes with Tenant's Notice use of terminationthe Premises; and, a Notice after completion of restoration, rent shall be restored to Tenant of Landlord's unconditionalprecondemnation levels. Notwithstanding any other provision contained in this paragraph, legally binding obligation to Landlord shall not be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facilityobligated to, in which latter event the Award shall be equitably apportioned between course of any restoration work hereunder, replace or repair any Tenant improvements, fixtures and/or equipment of Tenant or any subtenant. Both Landlord and Tenant hereby waive the provisions of Code of Civil Procedure Section 1265.130, which allow either party to petition the Superior Court to terminate this Lease in proportion to the then fair market values event of a partial taking of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeasePremises.

Partial Taking. If title to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant Lessee or Landlord Lessor is entitled but neither elects not to terminate this Lease as provided in Section 15.2SECTION 15.3, Tenant Lessee at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant Lessee and any other sums advanced by Landlord Lessor pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards awards are not adequate to restore the Facility to that condition, each of Landlord Lessor and Tenant Lessee shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord Lessor and TenantLessee, by giving Notice to the other; provided, however that, if such termination is by TenantLessee, Landlord Lessor shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Lessee’s Notice of termination, a Notice to Tenant Lessee of Landlord's Lessor’s unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awardsawards. If this Lease is not terminated and Tenant Lessee restores the Facility, the condemnation awards, and any other sums made available by Landlord Lessor as aforesaid, subject to the terms of any lender mortgage, shall be held in trust by Landlord Lessor and paid out by Landlord Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord Lessor unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award award shall be equitably apportioned between Landlord Lessor and Tenant Lessee in proportion to the then fair market values of the respective estates and interests of Landlord Lessor and Tenant Lessee in and to the Leased Property and under this Lease.

Partial Taking. If title to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant Lessee or Landlord Lessor is entitled but neither elects not to terminate this Lease as provided in Section 15.2SECTION 14.3, Tenant Lessee at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant Lessee and any other sums advanced by Landlord Lessor pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards awards are not adequate to restore the Facility to that condition, each of Landlord Lessor and Tenant Lessee shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord Lessor and TenantLessee, by giving Notice to the other; provided, however that, if such termination is by TenantLessee, Landlord Lessor shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Lessee’s Notice of termination, a Notice to Tenant Lessee of Landlord's Lessor’s unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awardsawards. If this Lease is not terminated and Tenant Lessee restores the Facility, the condemnation awards, and any other sums made available by Landlord Lessor as aforesaid, subject to the terms of any lender mortgage, shall be held in trust by Landlord Lessor and paid out by Landlord Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord Lessor unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award award shall be equitably apportioned between Landlord Lessor and Tenant Lessee in proportion to the then fair market values of the respective estates and interests of Landlord Lessor and Tenant Lessee in and to the Leased Property and under this Lease.

Partial Taking. If title to the fee of less than the whole of the Leased -------------- Property is a Facility shall be so taken or condemned, and Lessees shall give Lessor Notice of such partial Taking or Condemnation within five (5) Business Days of the Leased Property occurrence thereof. If such Facility is not Unsuitable for its Primary Intended Use, and not Uneconomic still suitable for its Primary Intended Use, or if Tenant Lessees or Landlord is entitled Lessor shall be entitled, but neither elects shall not elect, to terminate this Lease as provided in Section 15.215.3 hereof, Tenant Lessees, at its their own cost and expense, shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, dispatch restore the untaken portion of any Leased Improvements so that such Leased 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 Leased Improvements existing immediately prior to such Condemnation or Taking. Lessees shall commence the Condemnation. If the condemnation Awards are not adequate to restore restoration of the Facility to that conditionwithin sixty (60) days of the partial Taking, each and shall complete the restoration within one hundred eighty (180) days of Landlord and Tenant such partial Taking. Lessor shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice contribute to the othercost of restoration such portion of the Award as is made therefor, if any, together with severance and other damages awarded for taken Leased Improvements; provided, however thathowever, the amount of such contribution shall not exceed such cost. As long as no Event of Default has occurred hereunder, if the Award is in an amount less than Two Hundred Fifty Thousand Dollars ($250,000.00), Lessor shall pay the same to Lessees upon completion of such termination restoration. As long as no Event of Default has occurred hereunder, if the Award is by Tenantin an amount more than Two Hundred Fifty Thousand Dollars ($250,000.00), Landlord Lessor shall have make the right, Award available to Lessees in its sole discretion, to nullify the termination and keep this Lease same manner as is provided in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible Section 14.9 for all restoration costs Net Proceeds in excess of the condemnation AwardsTwo Hundred Fifty Thousand Dollars ($250,000.00). The Minimum Rent shall not be reduced by reason of such partial Taking. If Lessees fail to make the election or if Lessees elect not to restore, or if Lessees fail to commence or complete the restoration within the time limits specified in this Lease is not terminated and Tenant restores the FacilitySection 15.5, the condemnation awards, and any other sums made available by Landlord as aforesaid, then Lessees 60 62 shall be held in trust by Landlord and paid out by Landlord from time deemed to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion have elected to the then fair market values of the respective estates and interests of Landlord and Tenant in and to purchase the Leased Property for the Minimum Repurchase Price. Lessees shall complete the purchase within one hundred eighty (180) days of the such partial Taking. In any such purchase, Lessees shall receive a credit for the portion of any Award retained by Lessor and under this Lease.Minimum Rent shall be reduced as set forth in Section 15.3 hereof and the Additional Charges attributable to such Facility shall cease..

Partial Taking. If title to less than (a) In the whole event of the Leased -------------- Property is condemned, and the Leased Property is a Taking which does not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate result in a termination of this Lease as provided in Section 15.2pursuant to Sections 16.1 or 16.3, Tenant at its cost this Lease shall terminate and expire with all reasonable dispatch, but respect only to the extent portion of any condemnation the Demised Premises so taken, on and as of the date of taking. In all other respects this Lease shall remain in full force and effect except that Tenant shall be entitled, after such date, to a reduction in the Minimum Rent in the proportion which the area of the Demised Premises so taken bears to the total area of the Demised Premises at the time of such Taking. (b) The award or awards made available paid as a result of such Taking shall be divided and distributed in the following order of priority: (i) Landlord and Tenant shall be entitled to all expenses incurred by them in connection with such Taking, including, without limitation, reasonable attorneys' fees and expenses; and (ii) If the remainder of the proceeds without interest shall be in an amount of $10,000,000.00 or less, such proceeds shall be paid to Tenant, in trust, for application by Tenant to the Restoration of the Improvements, or, if the proceeds are in an amount in excess of $10,000,000.00, the entire proceeds shall be paid to and deposited with Landlord. If Landlord shall receive proceeds, it shall upon the request of Tenant deliver to Tenant and any other sums advanced by a certificate stating that such proceeds have been deposited with Landlord pursuant to the next sentencerequirements of this Lease. (c) Tenant, at its sole cost and expense and whether or not the proceeds shall be sufficient for the purpose, shall proceed, within forty (40) days after such Taking, with diligence and continuity, to repair, alter (including any necessary demolition and reconstruction) and restore the untaken portion remaining part of any Leased Improvements the Demised Premises to substantially their former condition, so that such Leased Improvements as to constitute a complete architectural unit structure suitable for the purposes the Demised Premises are being used for as of the same general character and condition (date hereof. All repairs, alterations, restorations or demolition conducted by Tenant as nearly as may be possible under a result of a partial Taking, including temporary repairs for the circumstances) protection of the Improvements or other property pending the completion thereof, are referred to in this Lease as the Leased Improvements existing immediately prior "Partial Restoration". (d) The conditions under which the Partial Restoration is to be performed and the Condemnation. method of proceeding with and performing the same shall be governed by all of the provisions of Article 9; and the cost of the Restoration shall include the reasonable fees of the Construction Manager. (e) If the condemnation Awards proceeds are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenantdeposited with Landlord, Landlord shall have the righthold, in its sole discretionapply, to nullify the termination make available and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice pay over to Tenant the proceeds in the same manner as is provided for Landlord with respect to Casualty Proceeds under the provisions of Landlord's unconditional, legally binding obligation to Article 9 (except that no Voluntary Alterations shall be responsible for all restoration costs in excess made with such condemnation proceeds) and upon the completion and payment of the condemnation Awards. If this Lease is not terminated and Tenant restores cost of the FacilityPartial Restoration, the condemnation awards, and any other sums made available balance of the proceeds held by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall may be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeaseLandlord.

Partial Taking. If title to less than the whole a portion of the Leased -------------- Property is condemnedleased 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 the Leased Property this Lease is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease terminated as provided in Section 15.2section 8.1 above, Tenant at its cost Lessor shall with all restore and reconstruct the building and other improvements on the leased premises to the extent necessary to make it reasonably tenantable. The rent payable under this Lease during the unexpired portion of the term shall be adjusted to such an extent as may be fair and reasonable dispatchunder the circumstances. Lessee shall have no claim to the condemnation award or proceeds in lieu thereof. Notwithstanding anything set forth herein to the contrary, but Lessor's obligation to restore and/or reconstruct the building and other improvements under this section 8.02 shall be limited to the extent, and only to the extent extent, that condemnation proceeds are actually received by Lessor in connection with any such taking after payment of any all of Lessor's reasonable costs and expenses in obtaining such condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to proceeds. In the next sentence, restore the untaken portion of any Leased Improvements so event that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate Lessor fails to restore or reconstruct the Facility to that conditionbuilding and other improvements on the leased premises within one hundred twenty (120) working days from the date of such taking, each of Landlord and Tenant Lessee shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, Lease by giving Notice delivering written notice of such termination to Lessor. Notwithstanding anything to the other; providedcontrary contained hereinabove, however that, if such termination is by Tenant, Landlord Lessee shall have the rightright to recover from the condemning authority, but not Lessor, any compensation as may be separately awarded to Lessee on account of moving and relocation expenses and depreciation to and removal of Lessee's physical property and all other interest and property (but expressly excluding any improvements constructed and installed in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, leased premises and any other sums made available by Landlord as aforesaid, shall property which would otherwise be held in trust by Landlord and paid out by Landlord from time to time for or become the reasonable costs property of such restoration Lessor upon satisfaction the termination or expiration of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Lease) for which Lessee is entitled to compensation from such condemning authority under common law or applicable statutes, so long as and conditioned upon any award to Lessee not having the effect of reducing the award which Lessor would otherwise be entitled to receive under common law or applicable statutes.

Partial Taking. ‌ 15.3.1 If title to less than during the whole Term the Arena Facility is the subject of a Taking that is not a Substantial Taking, or if a Substantial Taking occurs but this Agreement and the Noncompetition/Non-Relocation Agreement are not terminated and the Condemnation Award is, in the reasonable estimation of the Leased -------------- Property Arena Manager (which estimation is condemnedreasonably approved by the City), sufficient to restore the remainder of the Arena Facility to the Condemnation Restoration Standard, such Condemnation Award shall be deposited in an account specified by Arena Manager. In such event, the Condemnation Award shall be disbursed from said account to pay the costs of such restoration in accordance with the Condemnation Restoration Standard, as soon as is reasonably possible and this Agreement and the Noncompetition/Non-Relocation Agreement shall continue in full force and effect. 15.3.2 If during the Term (a) the Arena Facility is the subject of a Taking that is not a Substantial Taking; (b) the Condemnation Award is, in the reasonable estimation of the Arena Manager (which estimation is reasonably approved by the City), insufficient to pay the costs of restoration of the Arena Facility to the Condemnation Restoration Standard; and (c) monies received under Sections 15.3.4 and 15.3.5 below (together with the Condemnation Award), are sufficient in the reasonable estimation of the Arena Manager (which estimation is reasonably approved by the City) to pay the amount by which the costs of such restoration exceed the Condemnation Award, the Condemnation Award and such monies shall be disbursed from the account into the foregoing account to pay the costs of such restoration in accordance with the Condemnation Restoration Standard as soon as is reasonably possible. In such event, this Agreement and the Noncompetition/Non-Relocation Agreement shall continue in full force and effect. 15.3.3 If the monies in the account specified by Arena Manager (after the deposit of the Condemnation Award therein), are insufficient to pay the costs of such restoration, then, within 90 days after the date of the Taking, the Arena Manager shall give the Team Owner and the City notice of the Condemnation Deficiency, and the Leased Property is not Unsuitable for its Primary Intended UseArena Manager shall elect to either (i) provide, within 30 days after providing such notice, additional monies in the amount of the Condemnation Deficiency, or (ii) terminate this Agreement and the Noncompetition/Non-Relocation Agreement by notice of termination to the other parties. 15.3.4 If the Arena Manager elects to provide the amount of the Condemnation Deficiency, the Arena Manager shall deposit such amount in the account specified by Arena Manager, and not Uneconomic monies shall be disbursed from said account to pay the costs of such restoration in accordance with the Condemnation Restoration Standard as soon as is reasonably possible. In such event, this Agreement and the Noncompetition/Non-Relocation Agreement shall continue in full force and effect. The Arena Manager shall be reimbursed for its Primary Intended Usethe amount provided to the Arena Manager pursuant to this Section (plus interest at the Interest Rate from the date of provision to the date of reimbursement) from the specified account, or if Tenant or Landlord as monies become available from such account. 15.3.5 If the Arena Manager is entitled but neither elects to and does elect to so terminate this Lease as provided in Section 15.2Agreement and the Noncompetition/Non-Relocation Agreement, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant City shall have the right (within 30 days after the City’s receipt of notice of the Arena Manager’s election to so terminate) to give notice to the other parties of the City’s intent to pay the amount of the Condemnation Deficiency, in which event the City shall deliver, within 30 days after the date of the City’s notice, the amount of the Condemnation Deficiency to the Arena Manager for deposit into the Arena Manager’s specified account. Upon such deposit, the Arena Manager’s election to terminate this Lease, without in any way affecting any other leases in effect between Landlord shall be deemed rescinded and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awardsvoid, and any other sums made available by Landlord as aforesaid, monies shall be held in trust by Landlord and paid out by Landlord disbursed from time such account to time for pay the reasonable costs of such restoration upon satisfaction in accordance with the Condemnation Restoration Standard as soon as is reasonably possible. In such event, this Agreement and the Noncompetition/Non-Relocation Agreement shall continue in full force and effect. 15.3.6 If the City does not give such notice to the City’s intent to pay the Condemnation Deficiency amount within 30 days after the City’s receipt of reasonable terms the Arena Manager’s notice of election to terminate, or does not deliver the Condemnation Deficiency amount to the Arena Manager within the thirty-day period for delivery described above, this Agreement and conditionsthe Noncompetition/Non-Relocation Agreement shall be terminated at the expiration of the applicable thirty-day period, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Condemnation Award shall be equitably apportioned between Landlord and Tenant in proportion paid to the then fair market values of the respective estates and parties as their interests of Landlord and Tenant in and to the Leased Property and under this Leasemay appear.

Partial Taking. If title to less than the whole of the Leased -------------- Property is condemned14.2.1 Tenant may, and the Leased Property is not Unsuitable for at its Primary Intended Useelection, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided upon the occurrence of any condemnation, or conveyance in Section 15.2lieu of condemnation, which affects: (i) Twenty percent (20%) or more of the floor area of the Premises; (ii) Twenty percent (20%) or more of the parking areas of the Property shown on EXHIBIT "B" annexed hereto; or (iii) Any portion of the Common Areas whose condemnation would materially affect ingress to and egress from the Premises. Tenant shall 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 at its cost shall with all reasonable dispatch, but only be conclusively deemed to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are have elected not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease. Notwithstanding any termination of this Lease by Tenant hereunder, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice at its election, may continue to occupy the Premises, subject to the otherterms and provisions of this Lease, for all or such part, as Tenant may determine, for the period between the date of such taking and the date when possession of the Premises shall be taken by the appropriate authority. 14.2.2 Notwithstanding anything to the contrary set forth herein, if any portion of the Premises is condemned or conveyed in lieu of such condemnation during the last two (2) years of the term hereof, then either Tenant or Landlord may terminate this Lease upon thirty (30) days written notice to the other party; provided, however thathowever, if that any such notice of termination is by Tenant, Landlord shall have the rightbe ineffective, in its sole discretion, to nullify the termination and keep this Lease shall remain in full force by providingand effect, if Tenant, within thirty (30) days after receipt of such notice from Landlord, shall give notice to Landlord of its intention to extend the term of this Lease in accordance with ARTICLE III above. If Tenant gives Landlord such notice of such renewal, Landlord shall repair and/or restore the Premises in accordance with the terms and conditions of this ARTICLE XIV. Notwithstanding any termination of this Lease pursuant to the terms and conditions of this Section 14.2.2, Tenant's Notice , at its election, may continue to occupy the Premises, subject to the terms and conditions of terminationthis Lease, a Notice to Tenant for the period between the date of Landlord's unconditional, legally binding obligation such taking and the date when possession of the property to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, condemned shall be held in trust taken by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Leaseappropriate authority.

Partial Taking. (a) If title the Taking is not a Substantial Taking or a Temporary Taking (a “Partial Taking”), this Lease shall remain in full force and effect, provided, however, that on the date of such Partial Taking this Lease shall terminate as to the portion of the Private Facilities taken, which portion shall no longer be deemed part of the Premises. Tenant shall promptly restore the Private Facilities to the extent reasonably practicable given the nature and scope of the Partial Taking and the requirements of applicable Law, to a condition consistent with the Building Standards (the “Condemnation Restoration Work”). (b) The Award for the Partial Taking shall be allocated as follows: (i) If the Partial Taking includes any of the Private Facilities, the Award shall first be applied to effectuate the Condemnation Restoration Work. (ii) The balance of the Award (if any) shall be allocated between Tenant and Landlord as follows: (A) Landlord shall be entitled to an amount equal to the Value of the Landlord’s Estate subject to the Partial Taking; (B) Tenant shall be entitled to an amount equal to the Value of the Leasehold Interest subject to the Partial Taking; and (C) except as otherwise set forth herein, the balance of the Award, if any, paid on a pari passu (i.e., share and share alike) basis to Landlord and Tenant. (c) If there is a Leasehold Mortgagee, the portion of the condemnation award to be applied to Condemnation Restoration Work shall be paid, reserved or disbursed in accordance with the procedures established in the Leasehold Mortgage, and ▇▇▇▇▇▇’s portion of the Award shall be paid in accordance with the provisions of the Leasehold Mortgage. If no Leasehold Mortgage encumbers the Private Facilities at the time of the Partial Taking, then (i) if the cost of the Condemnation Restoration Work, as reasonably estimated, is less than $1,000,000.00, the whole portion of the Leased -------------- Property is condemnedaward needed to effect the Condemnation Restoration Work shall be paid to Tenant, who shall effect the Condemnation Restoration Work, and (ii) if the Leased Property cost of effecting the Condemnation Restoration Work is not Unsuitable equal to or greater than $1,000,000.00, the portion of the Award needed for its Primary Intended Userestoration of the Improvements shall be paid to a Depository, who shall hold and not Uneconomic for its Primary Intended Use, or if distribute such portion of the Award to Tenant or Landlord is entitled but neither elects to terminate this Lease as the restoration work progresses in the same manner as provided in Section 15.2, Tenant at its cost shall 10.2 with all reasonable dispatch, but only respect to insurance proceeds and subject to the extent same conditions. The dollar amount threshold set forth in this provision shall be increased every tenth Calendar Year by application of the preceding ten-year cumulative compound change in the CPI. (d) If the Partial Taking does not include any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the FacilityPrivate Facilities, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the entire Award shall be equitably apportioned between Landlord and Tenant in proportion paid to the then fair market values Landlord, except any Award payable to Tenant for loss or deprivation of Tenant’s Leasehold Interest and/or the Value of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeaseLeasehold Estate.

Partial Taking. If title to less than the whole such a material portion of the Leased -------------- Property Premises shall be taken or condemned, as aforesaid, this Lease shall continue and shall remain in full force and effect; provided, however, that the Base Rent hereunder shall thereafter be reduced in an equitable manner in proportion to the reduction in value of the Premises for Tenant's use. The Base Rent shall be reduced to the product obtained when the Base Rent otherwise payable hereunder is condemnedmultiplied by a fraction, the numerator of which shall be the total floor area of the Building (expressed in square feet) remaining following the condemnation and restoration, and the Leased Property is not Unsuitable for its Primary Intended Usedenominator of which shall be the total floor area thereof (expressed in square feet) upon the Commencement Date. Such reduction in Base Rent shall first become effective as of the first day of the month next succeeding the date of vesting of title in the condemning authority, and shall not Uneconomic for its Primary Intended Usein any event diminish, reduce or ▇▇▇▇▇ the Impositions, Additional Rent and other charges payable hereunder by Tenant. In the event of such a partial condemnation, Landlord shall promptly make, or if Tenant cause to be made, all demolition, repairs, reconstruction, restoration, replacement or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2rebuilding and all other work necessary, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under practicable, to restore the circumstances) as Building Elements to the Leased Improvements existing utility and condition immediately prior to such taking (and including any new parking areas and/or demolition of the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that conditionexisting Building, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have extent the right, in its sole discretion, same may be reasonably necessary to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after accommodate Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess use of the condemnation AwardsPremises after the condemnation). If this Lease is not terminated The net proceeds of the award in respect of such partial taking or condemnation, after the payment of all fees and Tenant restores expenses incurred in connection with the Facilitycollection of such award, the condemnation awardsshall be paid over to Landlord, and any other sums made available by Landlord as aforesaid, shall be held in trust by and shall be made available to Landlord as work progresses (subject to periodic delivery of appropriate architect's certifications as to the cost of the required work remaining until full completion, and paid out by Landlord from time title company certifications as to time the absence of any liens, or encumbrances relating to such work) for use in making payments when due for the reasonable costs demolition, repairs, restoration or replacement required under this Article 14, and pursuant to such controls and subject to such approvals as Landlord or Landlord's mortgagee shall reasonably require. If such proceeds shall be insufficient to pay the entire cost of such restoration upon satisfaction work, Tenant agrees to pay the deficiency. At any time after the completion of reasonable terms and conditionssuch work, and any excess awards remaining after such restoration the balance of the proceeds not theretofore used pursuant to the foregoing provisions of this section shall be retained by paid to Landlord unless or Landlord's mortgagee as their interests shall appear. During any period in which the partial condemnation materially impairs the operations Premises or financial performance any portion of the FacilityPremises is made untenantable as a result of the Condemnation or the work being performed by Landlord, in which latter event all Rent will be abated for the Award shall be equitably apportioned between Landlord and Tenant period of time untenantable in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Leasesquare foot area untenantable.

Partial Taking. If title to less than 14.3.1 In the whole event any portion or portions of the Leased -------------- Property is condemned, and Premises shall be taken under the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit exercise of the same general character and condition power of eminent domain or by agreement with any condemnor in lieu of such taking (as nearly as may be possible under the circumstancesherein called a “Partial Taking”) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate then this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice only as to the other; providedportion or portions so taken, however thatshall terminate as of the date possession thereof shall be delivered to the condemnor, if such termination is by Tenantand Rent shall be abated from that date with respect to the portion or portions so taken, Landlord shall have the right, in its sole discretion, to nullify the termination and keep but otherwise this Lease shall remain in full force by providingand effect. Notwithstanding the foregoing, within if as a result of such Partial Taking, Tenant determines in the exercise of Tenant’s reasonable business judgment that the remainder of the Premises is unsuitable for Tenant’s use thereof, or it is economically unfeasible to reconstruct or operate Tenant’s business in the remaining portion of the Premises because of the insufficiency in size of the remaining portion of the Premises, or access to the Premises is materially impaired and no reasonable alternate access is available, and Tenant gives written notice thereof to Landlord, then (a) this Lease shall terminate thirty (30) days after Tenant's Notice from the date possession of terminationthe part taken shall be delivered to the condemnor, a Notice to Tenant of Landlord's unconditional, legally binding obligation (b) such Partial Taking shall be deemed to be responsible for all restoration costs in excess and treated as a Total Taking, and (c) Tenant shall comply with the provisions of Section 17 hereof as to the portion of the condemnation Awards. If Premises remaining after said Taking. 14.3.2 In the case of a Partial Taking which does not result in a termination of this Lease, the annual Minimum Rent payable under this Lease is after possession of the portion so taken shall be delivered to the condemnor shall be reduced in the same proportion as the value of the Premises reduced by such Taking; but any such Partial Taking shall not terminated otherwise relieve Tenant from any of Tenant’s other obligations hereunder, and, except as herein expressly provided, Tenant waives any right now or hereafter conferred upon Tenant by statute or otherwise to any suspension, diminution, abatement or reduction of Rent or to surrender this Lease or the Premises by reason of such Partial Taking. 14.3.3 The entire award in any Partial Taking payable with respect to the Premises and this Lease shall be paid to Landlord. Tenant restores shall be entitled to any award which the Facility, the condemnation awardscondemnor may make, and any other sums made available by Landlord as aforesaid, which shall be held in trust provided for by Landlord and paid out by Landlord from time to time law, specifically for the reasonable costs of such restoration upon satisfaction of reasonable terms Improvements and conditionsExcluded Fixtures for which Title remains vested in Tenant, and any excess awards remaining after such restoration shall be retained by Landlord unless provided the partial condemnation materially impairs same are not deducted from the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion award otherwise payable to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeaseLandlord.

Partial Taking. If title to less than the whole a portion of the Leased -------------- Property Premises is condemnedcondemned and Section 9.2 does not apply, the Lease shall continue on the following terms: (1) Except as otherwise provided, Landlord shall be entitled to all of the proceeds of condemnation, and Tenant shall have no claim against Landlord as a result of the Leased Property condemnation. (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 to a condition as comparable as reasonably practicable to that existing at the time of the condemnation. If condemnation occurs and this Lease is not Unsuitable terminated, restoration work shall be commenced as soon as reasonably possible and thereafter shall proceed without interruption except for its Primary Intended Usework stoppages on account of labor disputes and matters beyond Landlord’s reasonable control, and not Uneconomic for its Primary Intended Usebe completed within ninety (90) days thereafter. If the Landlord fails to complete restoration within the time provided, or if Tenant or Landlord is entitled but neither elects may elect to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within after thirty (30) days after Tenant's Notice of termination’s notice to terminate is delivered to Landlord. Nevertheless, a Notice this Lease shall not terminate if Landlord substantially completes the restoration and delivers occupancy to Tenant of Landlord's unconditional, legally binding obligation tenant within the thirty (30) day notice period. (3) After the date on which title vests in the condemning authority or an earlier date on which alterations or repairs are commenced by Landlord to be responsible for all restoration costs in excess restore the balance of the condemnation Awards. If this Lease is not terminated and Tenant restores the FacilityPremises in anticipation of taking, the condemnation awards, and any other sums made available by Landlord as aforesaid, rent shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant reduced in proportion to the then fair market values reduction in value of the respective estates Premises as an economic unit on account of the partial taking. If the parties are unable to agree on the amount of the reduction of rent, each shall appoint one appraiser, and interests each appraiser shall appoint a third appraiser, and the appraisers shall determine the rental value. (4) If a portion of Landlord Landlord’s property not included in the Premises is taken, and Tenant in and severance damages are awarded on account of the Premises, or an award is made for detriment to the Leased Property Premises as a result of activity by a public body not involving a physical taking of any portion of the Premises, this shall be regarded as a partial condemnation to which Section 9.1(1) and under this Lease9.1(3)apply, and the rent shall be reduced to the extent of reduction in rental value, if any, of the Premises as though a portion had been physically taken.

Partial Taking. If title to less than (a) In the whole event that any part of the Leased -------------- Property is condemnedLeaseback Space shall be so condemned or taken, then this Sublease shall be and remain unaffected by such condemnation or taking, except that the Leased Property is Minimum Rent and Additional Rent allocable to the part so taken shall be apportioned (on a per square foot basis) as of the date of taking, provided, however, that (a) Subtenant may elect to cancel this Sublease (i) in the event the area of the Leaseback Space remaining following the condemnation or taking shall not Unsuitable for be sufficient, in the reasonable judgment of Subtenant, to enable Subtenant to continue the operation of its Primary Intended Use, and not Uneconomic for its Primary Intended Usebusiness therein in substantially the manner in which such business was being conducted immediately prior to such taking, or (ii) if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only such taking materially adversely impairs the means of access to the extent Leaseback Space or the entrances or lobby of the Tower or Building. Upon such partial taking and this Sublease continuing in force as to any condemnation awards made available to Tenant part of the Leaseback Space not so taken, the Minimum Rent and any other sums advanced by Landlord pursuant Additional Rent shall be adjusted proportionately. If as a result of the partial taking (and this Sublease continuing in force as to the next sentencepart of the Leaseback Space not so taken) such part is damaged, Sublandlord agrees to promptly restore the untaken damaged portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of remaining after the same general character and taking, to the condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnationtaking. (b) In the event of a Taking which does not result in a termination of this Sublease pursuant to this Section 16.02, this Sublease shall terminate and expire with respect only to the portion of the Leaseback Space so taken, on and as of the date of taking. If In all other respects this Sublease shall remain in full force and effect except that Subtenant shall be entitled, after such date, to a reduction in the Minimum Rent and Additional Rent in the proportion which the area of the Leaseback Space so taken bears to the total area of the Leaseback Space at the time of such Taking. (c) Nothing hereinabove provided shall (in the event the Sublease is terminated as above provided) preclude Subtenant from appearing, claiming, proving and receiving in the condemnation Awards are proceeding, Subtenant's moving expenses, and the value of Subtenant's personal property. In the event that Subtenant is not adequate permitted to restore make a separate claim for such items in such proceeding, Sublandlord shall prosecute all claims in such proceeding on behalf of both Sublandlord and Subtenant, in which event Subtenant may, if it so elects and at its expense, join with Sublandlord in such proceeding, retain co-counsel, attend hearings, present arguments and generally participate in the Facility to that condition, each conduct of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the otherproceeding; provided, however however, that, if Sublandlord incurs any additional expense because of Subtenant's exercising its fights under this sentence, Subtenant will bear such termination is by Tenantadditional expense. (d) Sublandlord, Landlord shall have the right, in at its sole discretioncost and expense and whether or not the proceeds shall be sufficient for the purpose, to nullify the termination and keep this Lease in full force by providingshall proceed, within thirty forty (3040) days after Tenant's Notice such Taking, with diligence and continuity, to repair, alter (including any necessary demolition and reconstruction) and restore the remaining part of terminationthe Leaseback Space to substantially their former condition, so as to constitute a Notice complete structure suitable for the purposes the Leaseback Space are being used for as of the date hereof. All repairs, alterations, restorations or demolition conducted by Sublandlord as a result of a partial Taking, including temporary repairs for the protection of the Improvements or other property pending the completion thereof, are referred to Tenant of Landlord's unconditional, legally binding obligation in this Article as the "Partial Restoration." (e) The conditions under which the Partial Restoration is to be responsible for performed and the method of proceeding with and performing the same shall be governed by all restoration costs in excess of the condemnation Awards. If this Lease is not terminated provisions of Article 9 of the ▇▇▇▇▇▇▇▇▇; and Tenant restores the Facility, cost of the condemnation awards, and any other sums made available by Landlord as aforesaid, Partial Restoration shall be held in trust by Landlord and paid out by Landlord from time to time for include the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance fees of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeaseConstruction Manager.

Partial Taking. If title to less than a Partial Taking occurs, then the whole Term shall not be reduced or affected in any way, this Lease shall remain in full force and effect for the portion of the Leased -------------- Property is condemnedremaining after such Taking and the Tenant's obligation to pay Rent shall continue without abatement or diminution. All sums, including damages and interest constituting the Condemnation Award shall be deposited promptly with a Depositary, and shall be distributed and disbursed in the Leased following amounts and in the following order of priority: (a) First, to be used for restoration of the Land and Improvements to an economically feasible state, in the good faith judgment of Tenant; and (b) The balance, pro rata between Landlord and Tenant (or Leasehold Mortgagee) in accordance with (i) as to Landlord, the value of Landlord’s fee simple title in the portion of the Property is so taken, taking into account the effect on such value of this Lease and all other matters affecting such interest (had the Taking not Unsuitable for its Primary Intended Useoccurred), and not Uneconomic for (ii) as to Tenant (or Leasehold Mortgagee), the value of the Leasehold and Improvements to Tenant considering the number of years left in the Term. Tenant, at its Primary Intended Usesole cost and expense, shall commence and thereafter proceed to repair, alter, raze or restore the remaining part of the Land, or if Tenant or Landlord is entitled but neither elects otherwise to terminate this Lease as provided secure the Improvements and render the Improvements safe (the "Work"), all in Section 15.2, Tenant at its cost shall Tenant's reasonable discretion and in accordance with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the CondemnationArticle IX above. If the condemnation Awards are not adequate Condemnation Award received by Tenant is insufficient to restore pay the Facility to that conditionentire cost of the work, each of Landlord and then Tenant shall have pay the right to terminate this Leasefull amount of any such deficiency. If the Condemnation Award received by Tenant shall exceed the entire cost of the Work, without in then Tenant shall assign its interest and any way affecting any other leases in effect between Landlord and Tenant, by giving Notice such excess portion of the Condemnation Award to the other; provided, however thatDepositary if any and, if none, may use such termination is by excess for such purposes as Tenant, Landlord shall have the right, in its sole discretion, deems appropriate. Under no circumstances shall Landlord be obligated to nullify the termination and keep this Lease in full force by providingmake any payment, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess disbursement or contribution towards or on account of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance cost of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeaseWork.

Partial Taking. If title to less than the whole any portion of the Leased -------------- Property Premises is condemnedtaken by condemnation this Lease shall remain in effect, except that TENANT can elect to terminate this Lease if the remaining portion of the Premises is rendered unsuitable for TENANT'S continued use of the Premises. If TENANT elects to terminate this Lease, TENANT must exercise its right to terminate pursuant to this paragraph by giving notice to LANDLORD within twenty (20) days after the nature and the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither extent of the taking have been finally determined. If TENANT elects to terminate this Lease as provided in Section 15.2this paragraph, Tenant at TENANT also shall notify LANDLORD of the date of termination, which date shall not be earlier than (30) days nor later than sixty (60) days after TENANT has notified LANDLORD of its cost election to terminate; except that this Lease shall with all reasonable dispatchterminate on the date of taking if the date of taking falls on a date before the date of termination as designated by TENANT. If TENANT does not terminate this Lease within the twenty (20) day period, but only this Lease shall continue in full force and effect, except that minimum monthly Rent shall be reduced pursuant to paragraph 18(D). D. EFFECT ON RENT: If any portion of the Premises is taken by condemnation and this Lease remains in full force and effect, on the date of taking the minimum monthly Rent shall be reduced by an amount that is in the same ratio to minimum monthly Rent as the value of the area or the portion of the Premises taken bears to the extent total value of any condemnation awards the Premises immediately before the date of taking. E. AWARD-DISTRIBUTION: The award shall belong to and be paid to LANDLORD, except that TENANT shall receive from the award a sum attributable to TENANT'S improvements or alterations made available to Tenant and any other sums advanced the Premises by Landlord TENANT in accordance with this Lease, which TENANT'S improvements or alterations TENANT has the right to remove from the Premises pursuant to the next sentence, restore the untaken portion provisions of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior this Lease but elects not to the Condemnationremove. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant TENANT shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, independently pursue a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation AwardsTENANT award. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Lease19.

Partial Taking. If title Unless this Lease shall be terminated as aforesaid, Tenant shall, with reasonable promptness (subject to less than delays covered by matters beyond Tenant’s reasonable control), cause the whole remainder of the Leased -------------- Property is condemned, Premises to be repaired and the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects restored to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be commercially reasonably possible under the circumstances) as the Leased Improvements existing to their value, condition and character immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to such taking, provided that condition, each of Landlord and Tenant shall comply with the provisions of Section 7.2 above. For such purposes, in the event that 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 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 Landlord in respect of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice foregoing to the other; provided, however that, if such termination is by Tenant, Landlord shall have the rightcontrary, in the event Tenant encumbers its sole discretion, to nullify interest in the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the FacilityPremises, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held Tenant’s Interest in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord disbursed in accordance with the terms and Tenant provisions of such leasehold mortgage, and Leasehold Mortgagee may, in proportion its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the then fair market values repayment of the respective estates and interests of Landlord and Tenant in and Tenant’s indebtedness to the Leased Property and under this Lease.Leasehold Mortgagee,

Partial Taking. If title to less than the whole entire Leased Premises or any right appurtenant thereto shall be taken in any such Proceeding, this Lease shall terminate as to the portion of the Leased -------------- Property is condemnedPremises so taken upon the vesting of title in the taking authority pursuant to such Proceeding. If such partial taking should make it no longer economic, and in Lessee’s good faith judgment, to use the remainder of the Leased Property Premises not so taken for the Permitted Uses, then, Lessee may, in its discretion, by written notice to the Commission within sixty (60) days after the vesting of title of the portion of the Leased Premises so taken, subject to the consent of any Mortgagee, terminate this Lease effective as of a date not later than sixty (60) days after the date of the notice of termination. In the event there is no Mortgage in effect at the time of the Proceeding, Lessee shall consult with the Commission and consider in good faith the Commission’s views as to whether or not Unsuitable for its Primary Intended Useto terminate this Lease. Upon such termination of this Lease, all Basic Rent, Impositions, Minimum Guaranteed Wharfage and other charges hereunder of all types shall be adjusted and prorated to the date of such termination and all other rights and obligations of the parties hereunder (except under Sections 14.03 and 3.04) thereafter accruing shall be terminated as of the date of such termination. In the event of a taking of a portion of the Leased Premises, if Lessee does not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit remainder of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the FacilityPremises, the condemnation awards, Basic Rent and any other sums made available by Landlord as aforesaidImpositions, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant reduced in proportion to the then fair market values reduction in acreage resulting from such taking. Lessee shall be responsible for any necessary Restoration of the respective estates Leased Premises as required for Lessee’s use thereof, and interests of Landlord the provisions and Tenant conditions in and Article IV shall similarly apply to the Leased Property and under this LeaseRestoration work.

Partial Taking. If title to less than the whole of the Leased -------------- Property is condemneda Partial Taking occurs, and the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease shall not terminate or be affected in any way, except as provided in this Section 15.224(b). This Lease shall remain in full force and effect as to the remaining portion of the Project Area. If a Partial Taking occurs that involves the NCMC Hospital Property, Tenant will, at its sole cost and expense, Restore the Improvements as nearly as practicable to the condition, quality and class they were in immediately before such Partial Taking, or with such Alterations as the Tenant shall elect to make in conformity with all the provisions of Section 15 hereof. Such Restoration shall be commenced promptly and prosecuted with reasonable dispatchdiligence. Net Condemnation Proceeds following a Partial Condemnation of the NCMC Hospital Property shall be delivered to the Condemnation Trustee who shall be selected in accordance with Section 24(a) and the Net Condemnation Proceeds shall first be made available by the Condemnation Trustee to pay the costs to Restore the NCMC Hospital Property so taken, but only except if this Lease is subject to a Leasehold Mortgage insured, reinsured or held by the Federal Housing Commissioner or the premises leased under this Lease are given to the Federal Housing Commissioner in connection with a resale or the premises leased under this Lease are acquired and held by the Federal Housing Commissioner because of a default under such Leasehold Mortgage, then the application of the Comdemnation Proceeds shall be subject to a finding by the Federal Housing Comnmissioner, that such application is feasible or subject to such other FHA rules as may be applicable with respect to the application of Condemnation Proceeds. Following Restoration, the Condemnation Trustee shall distribute any excess Net Condemnation Proceeds resulting from a Partial Taking of the NCMC Hospital Property first to the NCMC Hospital Leasehold Mortgagee in the order of priority of the Liens held by the NCMC Hospital Mortgagee to the extent of any condemnation awards made available required by the NCMC Hospital Leasehold Mortgage and then to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the CondemnationTenant. If the condemnation Awards are not adequate to restore Partial Taking involves a Parcel other than the Facility to that conditionNCMC Hospital Property, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess Lien of the condemnation Awards. If this Lease is NCMC Hospital Leasehold Mortgage shall not terminated and extend to such Condemnation Proceeds, neither Tenant restores nor the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, NCMC Hospital Leasehold Mortgagee shall be held entitled to receive any portion of the Condemnation Proceeds and all of the Condemnation Proceeds shall be applied in trust by Landlord and paid out by Landlord from time to time accordance with the terms of the Basic Sublease for the reasonable costs Parcel which is subject of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeasePartial Taking.

Partial Taking. If title to less in the event that (i) more than the whole 25% of the Leased -------------- Property Gross Leasable Area of the Premises, including the parking area serving the Premises, is condemnedtaken under the power of eminent domain by any public or quasi-public authority, and (ii) by reason of any appropriation or taking, regardless of the Leased Property amount so taken, the remainder of the Premises is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Useone undivided parcel of property, or if Tenant or Landlord is entitled but neither elects to terminate this Lease (iii) as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent a result of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentencetaking, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit regardless of the same general character and condition (as nearly as may be possible under amount so taken, the circumstances) as remainder of the Leased Improvements existing immediately prior to Premises is rendered unsuitable for the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that conditioncontinued operation of Tenant's business, each of either Landlord and or Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and TenantLease as of the date Tenant is required to vacate a portion of the Premises, by giving Notice to the other; provided, however that, if other notice of such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, election within thirty (30) days after receipt by Tenant from Landlord of written notice that the Premises have been so appropriated or taken. Landlord agrees immediately after learning of any appropriation or taking to give to Tenant notice in writing thereof. In the event of such termination, upon Tenant's Notice payment to Landlord of terminationall rents accruing through such date, both Landlord and Tenant shall thereupon be released from any liability thereafter accruing hereunder. If both parties elect not to terminate this Lease, Tenant shall remain in that portion of the Premises not so taken and Tenant, at Tenant's sole cost and expense, shall restore the remaining portion of the Premises as soon as possible to a Notice complete unit of like quality and character as existed prior to such taking. Landlord agrees to reimburse Tenant for the cost of restoration, but in no event shall Landlord's unconditional, legally binding obligation to be responsible reimburse Tenant for all restoration costs in excess the cost of restoring the remaining portion of the condemnation AwardsPremises exceed the amount of award of compensation that Landlord receives for a partial taking of that portion of the Premises resulting in the need for restoration. If So long as this Lease is not terminated and Tenant restores in the Facilitymanner provided above, the condemnation awards, and any other sums made available by Landlord as aforesaid, there shall be held in trust an equitable adjustment of the rent payable by Landlord and paid out Tenant hereunder by Landlord from time to time for the reasonable costs reason of such restoration upon satisfaction partial taking. Tenant hereby waives any statutory rights of reasonable terms and conditions, and termination which may arise by reason of any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance taking of the Facility, in which latter event Premises under the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values power of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Leaseeminent domain.

Partial Taking. If title to less than the whole such a material portion of the Leased -------------- Property Premises shall be taken or condemned, as aforesaid, this Lease shall continue and shall remain in full force and effect; provided, however, that the Base Rent hereunder shall thereafter be reduced to the product obtained when the Base Rent otherwise payable hereunder is condemnedmultiplied by a fraction, the numerator of which shall be the total floor area of the Building (expressed in square feet) remaining following the condemnation, and the Leased Property is not Unsuitable for its Primary Intended Usedenominator of which shall be the total floor area thereof (expressed in square feet) upon the Commencement Date. Such reduction in Base Rent shall first become effective as of the first day of the month next succeeding the date of vesting of title in the condemning authority, and shall not Uneconomic for its Primary Intended Usein any event diminish, reduce or ▇▇▇▇▇ the Impositions, [Percentage Rent,] Additional Rent and other charges payable hereunder by Tenant. In the event of such a partial condemnation, Tenant shall promptly make, or if Tenant cause to be made, all demolition, repairs, reconstruction, restoration, replacement or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2rebuilding and all other work necessary, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under practicable, to restore the circumstances) as Premises to the Leased Improvements existing value, rentability, utility and condition immediately prior to such taking (with such alterations, additions and improvements, if any, as may be constructed under and in accordance with the Condemnationprovisions of Article 10). If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice Subject only to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, provisions of any mortgage to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If which this Lease is not terminated and Tenant restores the Facilityor shall be subordinate, the condemnation awardsnet proceeds of the award in respect of such partial taking or condemnation, after the payment of all fees and expenses incurred in connection with the collection of such award, shall be paid over to Landlord, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord or Landlord's designee and paid out by shall be made available to Tenant as work progresses (subject to periodic delivery to Landlord from time of appropriate architect's certifications as to time the cost of the required work remaining until full completion, and title company certifications as to the absence of any liens, or encumbrances relating to such work) for use in making payments when due for the reasonable costs demolition, repairs, restoration or replacement required under this Article 14, and pursuant to such controls and subject to such approvals as Landlord or Landlord's mortgagee shall require. If such proceeds shall be insufficient to pay the entire cost of such restoration upon satisfaction work, Tenant agrees to pay the deficiency. At any time after the completion of reasonable terms and conditionssuch work, and any excess awards remaining after such restoration the balance of the proceeds not theretofore used pursuant to the foregoing provisions of this section shall be retained by paid to Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award Landlord's mortgagee as their interests shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Leaseappear.

Partial Taking. If title to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant Lessee or Landlord Lessor is entitled but neither elects not to terminate this Lease as provided in Section 15.215.3, Tenant Lessee at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant Lessee and any other sums advanced by Landlord Lessor pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards awards are not adequate to restore the Facility to that condition, each of Landlord Lessor and Tenant Lessee shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord Lessor and TenantLessee, by giving Notice to the other; provided, however that, if such termination is by TenantLessee, Landlord Lessor shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Lessee’s Notice of termination, a Notice to Tenant Lessee of Landlord's Lessor’s unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awardsawards. If this Lease is not terminated and Tenant Lessee restores the Facility, the condemnation awards, and any other sums made available by Landlord Lessor as aforesaid, shall be held in trust by Landlord Lessor and paid out by Landlord Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord Lessor unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award award shall be equitably apportioned between Landlord Lessor and Tenant Lessee in proportion to the then fair market values of the respective estates and interests of Landlord Lessor and Tenant Lessee in and to the Leased Property and under this Lease.

Partial Taking. If title A. In the event of a Substantial Taking pursuant to less than the whole of the Leased -------------- Property is condemned, and the Leased Property which this Lease is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only terminated pursuant to the extent provisions of Section 15.05, then, in the event of any condemnation awards made available of less than all to substantially all of the Premises, Tenant and any other sums advanced by Landlord pursuant shall be obligated to the next sentence, restore the untaken portion of any Leased Improvements so that Premises 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 Leased Improvements constitute a complete architectural unit of the same general character and condition (condemnation as nearly as may be possible is practicable under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however thathowever, if such termination is by Tenant, Landlord that Tenant shall have the right, in its sole discretion, not be obligated to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs expend any sums in excess of the condemnation Awardsproceeds. If In the event of an Insubstantial Taking, the 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 Premises 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 15.06. B. Tenant shall commence the restoration of the Premises as soon as practicable not later than the date which is one hundred eighty (180) days after the date upon which the condemnation occurred and thereafter prosecute the restoration with diligence and continuity. C. Prior to commencing any restoration! work, Tenant, at its sole cost shall (i) obtain the services of a licensed architect to prepare any required plans and specifications for such restoration; and (ii) submit a set of final plans and specifications to Landlord and the Senior Mortgagee for approval (which approval may not be unreasonably withheld, conditioned or delayed), and further, with any restoration that will cost more than One Million Dollars ($1,000,000), (iii) the contractor selected by Tenant to perform the work shall be subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned, or delayed, or (iv) Tenant shall carry builder's risk insurance in amounts reasonably sufficient to cover the cost of replacement of the work during the course of such construction. D. In proceeding with such restoration work, Tenant shall first expend an amount, if any, equal to the excess of the projected cost of the restoration work over the amount of all condemnation proceeds. Thereafter, Tenant shall be entitled to submit to the Insurance Trustee, not more frequently than once every thirty (30) days, an invoice together with such other documentation (including mechanics lien waivers and title insurance policy endorsements obtained at Tenant's sole cost and expense) as is customarily required by lenders at such time making construction loans. Upon receipt of an invoice in proper form, the Insurance Trustee shall make a disbursement equal to ninety percent (90%) of the amount shown on the invoice, provided, however, that upon final completion of the restoration work, the Insurance Trustee shall disburse to Tenant the final ten percent (10%) due that has been so retained, but only if it has received either final mechanics lien waivers from all parties having rights to mechanics liens against the Premises on account of such restoration work or appropriate endorsements or policies of title insurance protecting Landlord and Mortgagee against mechanics liens arising out of the restoration work. In the event that the amount disbursed in accordance with the previous sentence shall be less than the total condemnation proceeds, such excess shall be distributed to Landlord and Tenant as hereinafter provided in Section 15.06F and Section 15.06G. E. Any award attributable to personal property owned by Tenant that is not attributable to FF&E shall be paid to Tenant. Any award attributable to FF&E shall be paid to Tenant and applied by Tenant for the purpose of replacing such FF&E in the event and to the extent that the Premises remaining after such condemnation requires such replacement FF&E to be fully operational. F. In the event of a condemnation that is an Insubstantial Taking, the condemnation proceeds remaining after application thereof to the cost of the restoration work shall be paid to Landlord and Tenant in the following proportions: Landlord shall receive that portion of said remaining proceeds equal to a fraction whose numerator is the number of years in the Term of this Lease (including all Effective Extended Terms as of the date Tenant receives notice of such condemnation) that have elapsed as of the effective date of such condemnation and whose denominator is the number of years in the Term of this Lease (including all Effective Extended Terms as of the date Tenant receives notice of such condemnation) and Tenant shall receive the balance of such remaining proceeds. Thus, for examples if such condemnation occurred on the last day of the 21st year of the Term and the only Effective Extended Term was the First Extended Term, Landlord would receive 21/25th of such remaining condemnation proceeds and Tenant would receive 4/25th of such remaining condemnation proceeds. G. In the event of a condemnation that is a Substantial Taking and in the event that this lease is not terminated and Tenant restores the Facilitypursuant to Section 15.05, the condemnation awards, and any other sums made available by Landlord as aforesaid, proceeds remaining after application thereof to the cost of the restoration work shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned allocated between Landlord and Tenant in proportion to the then fair market values value of their respective interests in the Premises; provided, however, that in no event shall Landlord receive a portion of such remarketing proceeds that is less than the Leasehold Purchase Price multiplied by the Partial Condemnation Reduction Percentage. H. In the event of a condemnation that is an Insubstantial Taking, there shall be no reduction in or abatement of the respective estates Minimum Rental or Percentage Rental thereafter payable by Tenant. In the event of a condemnation that is a Substantial Taking and interests in the event that this Lease is not terminated pursuant to Section 15.05, there shall be a reduction in the Minimum Rental payable by Tenant effective as of the date of the Substantial Taking in an amount equal to nine percent (9%) of the lesser of (i) the portion of the condemnation award so distributed to Landlord or (ii) eleven and Tenant one tenths (11.1) multiplied by the annual Minimum Rental multiplied by the Partial Condemnation Reduction Percentage and there shall be a reduction in and the Alternative Rental or Expansion Rental (if then applicable) in an amount equal to the Leased Property Alternative Rental or Expansion Rental payable immediately prior to such condemnation multiplied by the Partial Condemnation Reduction Percentage. I. In the event that Tenant shall fail to prosecute the restoration work with diligence and under this Leasecontinuity until completion, regardless of whether an Event of Default has occurred, Landlord shall 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. J. In the event that an Event of Default has occurred Tenant shall not have access to any condemnation proceeds unless and until Tenant shall have cured such Event of Default, and until such time, Tenant shall use its own funds to prosecute the restoration work. END OF ARTICLE 15

Partial Taking. If title to less than the whole part of the Leased -------------- Property Building or the Premises is condemnedtaken by Eminent Domain (but not substantially all of the Premises), this Lease shall be unaffected by such taking, except that: (a) if more than twenty-five percent (25%) of the Rentable Area of the Building shall be taken, whether or not any portion of the Premises shall be affected thereby, or if so much of the Building shall be taken that Landlord determines that the Building cannot be restored, reconstructed or replaced in a suitable manner so that the Building 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 one hundred twenty (120) days after the Date of the Taking; and (b) if thirty percent (30%) or more of the Rentable Area of the Premises shall be so taken and the remaining Rentable Area shall not, in the reasonable option of Tenant, be sufficient for Tenant to continue the operation of its business at the Premises, Tenant may, at its option, terminate this Lease by giving Landlord notice to that effect within ninety (90) days after the Date of the Taking. This Lease shall terminate on the thirtieth (30th) day after the date that any such termination notice is given, and the Leased Property is not Unsuitable for its Primary Intended UseRents shall be prorated and adjusted as of such termination date. Upon a partial taking, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate where this Lease continues in force as provided in Section 15.2to any part of the Premises, Tenant at its cost (i) the Base Rent shall with all reasonable dispatch, but only be reduced by the percentage that the Rentable Area of the portion of the Premises taken bears to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit Rentable Area of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately Premises prior to the Condemnation. If taking, and Tenant's Share shall be reduced to the condemnation Awards are not adequate percentage that the Rentable Area of the portion of the Premises left to Tenant bears to the Rentable Area of the Building after the taking and (ii) Landlord shall repair or restore the Facility to that conditionremaining portions of the Premises or the Building, each as the case may be, with reasonable dispatch after collection of Landlord and Tenant shall have substantially all of the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice award attributable to the othertaking by Eminent Domain; provided, however thathowever, if such termination is by Tenant, that Landlord shall have the right, in its sole discretion, not be required to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all expend on such repair or restoration costs amounts in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores total awards (net of the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained collection) collected by Landlord unless the partial condemnation materially impairs the operations or financial performance it on account of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Leasetaking.

Partial Taking. If title to less than the whole only part of the Leased -------------- Property Parking Area is condemnedpermanently taken (i.e. for a period greater than nine (9) months) by Eminent Domain, this Lease shall be unaffected by such taking, except that (a) Tenant shall be entitled to a proportionate adjustment in the Rents (including Tenant's Share), and (b) if one hundred (100) or more spaces are permanently taken, Tenant may terminate this Lease as of the Date of Taking by giving Landlord notice to that effect within 90 days following the date on which Landlord delivers to Tenant a copy of the official notice of such Taking unless Landlord offers to provide replacement parking on the Mall Lot within ninety (90) days of the Date of Taking or valet parking on the terms set forth in Section 25.9 hereof with respect to the taken spaces. This Lease shall terminate as of the date that such termination notice from Tenant is given, and the Leased Property is Rents shall be prorated and adjusted as of such termination date. If Tenant does terminate this Lease due to such condemnation, Tenant shall be entitled to claim an award or payment in connection with the taking in accordance with Section 14.3 hereof. If Tenant does not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2above, Tenant at shall be entitled to claim an award or payment in connection with any permanent taking of the Parking Area or any part thereof from the condemning authority expressly granted for the taking of such Parking Area or portion thereof related to Tenant's right to use the Parking Area for the remaining term of this Lease, interruption of Tenant's business or Tenant's moving expenses. If ▇▇▇▇▇▇ intervenes in a condemnation proceeding in which Landlord is a party, Landlord and ▇▇▇▇▇▇▇▇'s counsel shall manage and control the proceeding for the claimants, provided, however, Tenant may manage and control its cost own claim and litigation so long as such action will not in any way materially diminish, interfere with or otherwise affect Landlord's claims or proceedings. Attorneys' fees and costs incurred by Landlord in connection with Eminent Domain proceedings shall with all reasonable dispatch, but only not be charged to Tenant except to the extent related to pursuing a claim or obtaining recovery on behalf of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after at Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Leaserequest.

Partial Taking. If title In the event of a Partial Taking of a Parcel, Lessee shall commence and diligently proceed to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any the 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 the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the othersuch Partial Taking; provided, however thathowever, that if such termination is by Tenanta Partial Taking renders a Parcel Unsuitable for Its Primary Intended Use, Landlord Lessee shall have the right, in its sole discretion, exercisable by written notice to nullify the termination and keep this Lease in full force by providing, Lessor within thirty (30) days after Tenantsuch Partial Taking is final without appeal permitted, and before the Condemnor takes possession, to purchase the affected Parcel for the Parcel Purchase Price, which purchase shall be completed within sixty (60) days of such notice. Lessor shall contribute to the cost of restoration, or if Lessee elects to purchase the affected Parcel, Lessor shall pay over to Lessee, any Award payable to Lessor for such Partial Taking; provided, however, that the amount of such contribution shall not exceed the cost of restoration. If (a) Lessee elects to restore the Parcel, (b) no Event of Default is then continuing and (c) the Award is equal to or less than the Approval Threshold, then Lessor's Notice contribution shall be made to Lessee prior to the commencement of terminationthe restoration. If (a) Lessee elects to restore the Parcel, a Notice (b) no Event of Default is then continuing and (c) the Award is more than the Approval Threshold, then Lessor shall make the Award available to Tenant of Landlord's unconditional, legally binding obligation to be responsible Lessee in the manner provided in Section 14.10 for all restoration costs insurance proceeds in excess of the condemnation AwardsApproval Threshold. If this Lease is The Base Rent shall be reduced by reason of such Partial Taking to an amount agreed upon by Lessor and Lessee, and if Lessor and Lessee cannot terminated and Tenant restores the Facilityagree upon a new Base Rent, the condemnation awards, and any other sums made available by Landlord as aforesaid, new Base Rent amount shall be held in trust by Landlord and paid out by Landlord from time equal to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditionsBase Rent prior to the Partial Taking, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant reduced in proportion to the then fair market values reduction in the Fair Rental Value of the respective estates and interests affected Parcel of Landlord and Tenant in and to the Leased Property and under this Leaseresulting from the Partial Taking.

Partial Taking. If title to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects not to terminate this Lease as provided in Section 15.215.3, Tenant at its cost shall with all reasonable dispatchdispatch , but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's ’s Notice of termination, a Notice to Tenant of Landlord's ’s unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awardsawards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Lease.

Partial Taking. If title to less than (a) If, during the whole Term of this Lease, a portion of the Leased -------------- Premises shall be taken or conveyed, this Lease shall terminate and come to an end as to the part of the Property which is condemnedtaken, upon the date title is vested in the condemning authority as a result of such Taking, but shall not terminate as to the Award for the part of the Premises which is taken, and otherwise this Lease shall continue in full force and effect as to the Leased Property remainder of the Premises, subject to the provisions of Section 12.4(b) hereof. If there is a Taking of the type provided for in this Section 12.4, then, as to the part of the Premises not Unsuitable so taken, the Tenant covenants and agrees, for itself and its Primary Intended Usesuccessors in interest, that the Tenant shall, at its sole cost and expense (subject to reimbursement to the extent hereinafter provided), promptly restore that portion of the Premises not Uneconomic so taken to a complete architectural unit for the use and occupancy of the Tenant (and those claiming under Tenant) as expressed in this Lease. The provisions and conditions in Article 11 hereof applicable shall apply to the work required to be done under this Section 12.4. As to any such Taking, the Net Award shall be distributed as follows: (i) First to the Tenant, to the extent of and as a first charge against the Net Award, an amount not exceeding the actual cost reasonably incurred by the Tenant of performing its Primary Intended Useobligations under this Lease imposed upon Tenant as the result of the Taking. (ii) Second, to Permitted Leasehold Mortgagees to the extent required under their respective loan documents. (iii) The balance of the Net Award, if any, shall be apportioned between the City and the Tenant in the same manner as the balance of a Net Award apportioned under Subsection 12.2(b)(iv) and (v). (b) In the event a Taking provided for in this Section 12.4 so diminishes or if impairs the use of the Tenant's Improvements that, notwithstanding restoration, the Tenant or Landlord would be unable to make economic use of the remainder thereof for the purposes permitted by this Lease, the Tenant, at its option exercisable by notice to the City given not later than one hundred and eighty (180) days after title is entitled but neither elects vested in the condemning authority pursuant to such Taking, may terminate this Lease as of such date. The Base Rent, Additional Rent, Impositions and/or other charges herein provided to be paid by the Tenant shall be apportioned to said date and any amounts prepaid by Tenant in Section 15.2, Tenant at excess of its cost liability based on such apportionment shall with all reasonable dispatch, but only be refunded by the City to the extent of any condemnation awards made available Tenant. In the event Tenant elects to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Net Award shall be equitably apportioned between Landlord allocated and Tenant distributed in proportion the manner provided in Section 12.2, except that the value of the City's Interest in the Net Award determined under Subsection 12.2(a)(i) shall be reduced by the value of the portion of the Premises and the Tenant's Improvements not taken and the amount to be paid to the then City under Subsection 12.2(b) shall be reduced by the discounted fair market values rental value of the respective estates and interests portion of Landlord and Tenant in and to the Leased Property and under Premises not taken for the unexpired portion of the Term of this Lease.

Partial Taking. If title to less than In the whole event any part of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended UseDemised Premises, or if all or part of rights-of-way adjoining or approaches to the Demised Premises, are taken in Condemnation Proceedings (other than widening of adjacent highways that do not affect access to the Demised Premises or loss of any merchandise display area or a taking of a portion of the parking lot that leaves a sufficient number of parking spaces remaining for the operation of Tenant’s business and to meet governmental requirements, which shall be considered a “de minimus” taking) so that in the reasonable business judgment of Tenant or Landlord is entitled but neither elects to the Demised Premises remaining would be unsatisfactory for Tenant’s business operation, Tenant may terminate this Lease as provided in Section 15.2upon written notice to Landlord without further liability under this Lease, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that except for such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly obligations as may be possible under due as of the circumstances) date of termination, and Landlord shall refund any unearned rent to Tenant. Should Tenant elect to retain that portion of the Demised Premises not taken, Landlord shall promptly and with due diligence restore the remaining Demised Premises to as the Leased Improvements existing immediately close to their condition as existed prior to the Condemnationtaking as is feasible. If Commencing on the condemnation Awards are not adequate to restore the Facility to date Tenant relinquishes possession of that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess portion of the condemnation Awards. If this Lease is not terminated Demised Premises taken and Tenant restores during the Facilityremainder of the Term, the condemnation awards, and any other sums made available by Landlord as aforesaid, rent shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant reduced (i) in proportion to the then fair market values amount of the respective estates and interests of Landlord and Demised Premises lost, except that there shall be no reduction for a de minimus taking, or (ii) if Tenant shall elect, in and proportion to the Leased Property effect of the loss of such area on Tenant’s business. Notwithstanding the foregoing, should Tenant be required to relinquish possession of the entire Demised Premises during the period of restoration, Rent shall ▇▇▇▇▇ completely from the time Tenant relinquishes possession of the entire Demised Premises until the first to occur of (i) sixty (60) days after the restoration is Complete and under this Leaseexclusive possession of the Demised Premises is delivered to Tenant, or (ii) the date on which Tenant reopens its business to the public.

Partial Taking. If title to less (a) If, during the Lease Term, more than five percent (5%) of the whole floor area of the Building is taken by Condemnation, or the number of full-sized automobile parking spaces within the parking lot of the Leased -------------- Property Premises is condemnedreduced by thirty percent (30%) or more as a result of such Condemnation, this Lease shall, at the option of Lessee, cease and terminate as of the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects Date of Taking. Such option to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced be exercisable by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, Lessee by giving Notice written notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, Lessor within thirty (30) calendar days after Tenant's Notice the Date of terminationTaking, which notice shall provide for a Notice termination date (the "Termination Date") no sooner than the Date of Taking and not later than ninety (90) calendar days after the Date of Taking. In such a case, Lessee shall pay rent up to Tenant of Landlord's unconditional, legally binding obligation the Termination Date and Lessor shall refund any rent payments as shall have been paid in advance which cover a period subsequent to be responsible for all restoration costs in excess the Termination Date. (b) In the event that any portion of the condemnation Awards. If Leased Premises shall be taken by Condemnation, and this Lease is not terminated thereby, then (i) the Leased Premises shall be reduced by the number of square feet taken, and Tenant restores the Facility, Minimum Monthly Rent shall thereafter be reduced proportionately; and (ii) Lessor shall be entitled to receive the condemnation awardsproceeds attributable to the improvements taken, together with any damages paid by the condemning authority for the cost of repairs, alterations and reconstruction of the remaining improvements. (c) Nothing herein contained shall prevent Lessor and Lessee from prosecuting claims in any other sums made available by Landlord as aforesaidcondemnation proceedings for the value of their respective interests. Subject to the provisions of Subsection (b), above, Lessor shall be held in trust by Landlord entitled to the condemnation award attributable to the real property and paid out by Landlord from time to time Lessee for the reasonable costs taking of such restoration upon satisfaction its Furnishings, Alterations, leasehold estate, loss of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations business or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion other award not related to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this LeaseLessor.

Partial Taking. If title to less than the whole there is a Taking of a portion of the Leased -------------- Property is condemned, and by Condemnation such that the Leased Property Facility is not thereby rendered Unsuitable for its Its Primary Intended Use, this Lease shall remain in effect, and to the extent required by the last sentence of Section 14.5 Lessor shall make available to Lessee the proceeds of any such Taking for the restoration of the Leased Property to substantially the same condition as existed immediately before such Taking or such other condition consistent with the Primary Intended Use as may be approved by Lessor in writing, which consent shall not Uneconomic be unreasonably withheld if such other condition would not, in Lessor's good faith judgment, result in a reduction in the value of the Leased Property or negatively affect the ability of Lessee to pay Rent hereunder as and when due. If, however, the Facility is thereby rendered Unsuitable for its Its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant Lessee shall have the right (a) to terminate this Lease, without in take such proceeds of any way affecting any other leases in effect between Landlord Award as shall be necessary and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores restore the Facility, at its own expense, to the condemnation awardsextent possible, to substantially the same condition as existed immediately before the partial Taking or such other condition consistent with the Primary Intended Use as may be approved by Lessor in writing, which consent shall not be unreasonably withheld if such other condition would not, in Lessor's good faith judgment, result in a reduction in the value of the Leased Property or negatively affect the ability of Lessee to pay Rent hereunder as and any other sums made available when due, or (b) to offer to substitute a new property pursuant to and in accordance with the provisions of Article XX. Lessee shall exercise its option by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time giving Lessor notice thereof within 60 days after Lessee receives notice of the Taking. In the event Lessee does not make an offer or Lessor does not accept Lessee's offer to time substitute for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining Leased Property within 30 days after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance receipt of the Facilitynotice described in the preceding sentence, in which latter event the Award Lessee shall be equitably apportioned between Landlord and Tenant in proportion either (a) withdraw its offer to the then fair market values of the respective estates and interests of Landlord and Tenant in and to substitute for the Leased Property and under this Leasewithin 30 days after the end of such 30-day period (or, if no offer is made, within 60 days following the date of such Taking) proceed to restore the Facility, to the extent possible, to substantially the same condition as existed immediately before the partial Taking or such other condition consistent with the Primary Intended Use as may be approved by Lessor in writing, which consent shall not be unreasonably withheld if such other condition would not, in Lessor's good faith judgment, result in a reduction in the value of the Leased Property or negatively affect the ability of Lessee to pay Rent hereunder as and when due, or (b) within 60 days after the end of such 30-day period (or, if no offer is made, within 60 days following the date of such Taking), acquire the Leased Property from Lessor for a purchase price equal to the Minimum Repurchase Price of the Leased Property immediately prior to such Taking.

Partial Taking. If title to less than the whole any portion of the Leased -------------- Property is condemned, and the any Leased Property is taken by Condemnation, this Lease shall remain in effect as to such Leased Property if the Facility(ies) located thereon is not thereby rendered Unsuitable for its For Its Primary Intended Use as reasonably determined by Landlord, but if the Facility(ies) is/are thereby rendered Unsuitable For Its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease shall terminate as provided to such Leased Property on the Date of Taking, in which event the provisions of Section 15.217.9 governing the deletion of one or more Leased Properties from this Lease upon a Condemnation shall apply. If, Tenant at its cost shall with all reasonable dispatch, but only to the extent as a result of any condemnation awards made available to Tenant and any other sums advanced such partial taking by Landlord pursuant to the next sentenceCondemnation, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated as provided above, Tenant’s obligation to make payments of Rent and Tenant restores to pay all other charges required under this Lease shall remain unabated during the FacilityTerm notwithstanding such Condemnation. In the event of any partial taking by Condemnation of any Leased Property, the condemnation awardsentire 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 other sums made available reasonable removal and relocation costs included in the Award; and (ii) a sum specifically attributable to the cost of restoring the Leased Property in accordance with Section 16.4 hereof; and (iii) a sum specifically attributable to the interruption of business operations, which sum, if and to the extent received by Landlord as aforesaidLandlord, shall be held credited against payments of Rent and other charges due from Tenant to Landlord under this Lease unless the taking permanently removes from operation a material number of units in trust by Landlord the Facility on any Leased Property, in which event, from and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration taking, the Fixed Rent hereunder for such Leased Property shall be equitably abated, as determined by Landlord, in its reasonable discretion, provided that in no event shall any such abatement exceed (on an annual basis) an amount in excess of eight percent of the condemnation award retained by Landlord unless the partial condemnation materially impairs the operations with respect to such taking and not applied to repair or financial performance of the restore such Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values of the respective estates and interests of Landlord and Tenant in and to the Leased Property and under this Lease.

Partial Taking. If title to less than the whole there is a Taking of a portion of the Leased -------------- Property is condemned, and by Condemnation such that the Leased Property Facility is not thereby rendered Unsuitable for its Its Primary Intended Use, this Lease shall remain in effect, and to the extent required by the last sentence of Section 14.5 Lessor shall make available to Lessee the proceeds of any such Taking for the restoration of the Leased Property to substantially the same condition as existed immediately before such Taking or such other condition consistent with the Primary Intended Use as may be approved by Lessor in writing, which consent shall not Uneconomic be unreasonably withheld if such other condition would not, in Lessor's good faith judgment, result in a reduction in the value of the Leased Property or negatively affect the ability of Lessee to pay Rent hereunder as and when due. If, however, the Facility is thereby rendered Unsuitable for its Its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant Lessee shall have the right (a) to terminate this Lease, without in take such proceeds of any way affecting any other leases in effect between Landlord Award as shall be necessary and Tenant, by giving Notice to the other; provided, however that, if such termination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awards. If this Lease is not terminated and Tenant restores restore the Facility, at its own expense, to the condemnation awardsextent possible, to substantially the same condition as existed immediately before the partial Taking or such other condition consistent with the Primary Intended Use as may be approved by Lessor in writing, which consent shall not be unreasonably 21 withheld if such other condition would not, in Lessor's good faith judgment, result in a reduction in the value of the Leased Property or negatively affect the ability of Lessee to pay Rent hereunder as and any other sums made available when due, or (b) to offer to substitute a new property pursuant to and in accordance with the provisions of Article XX. Lessee shall exercise its option by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time giving Lessor notice thereof within 60 days after Lessee receives notice of the Taking. In the event Lessee does not make an offer or Lessor does not accept Lessee's offer to time substitute for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining Leased Property within 30 days after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance receipt of the Facilitynotice described in the preceding sentence, in which latter event the Award Lessee shall be equitably apportioned between Landlord and Tenant in proportion either (a) withdraw its offer to the then fair market values of the respective estates and interests of Landlord and Tenant in and to substitute for the Leased Property and under this Leasewithin 30 days after the end of such 30-day period (or, if no offer is made, within 60 days following the date of such Taking) proceed to restore the Facility, to the extent possible, to substantially the same condition as existed immediately before the partial Taking or such other condition consistent with the Primary Intended Use as may be approved by Lessor in writing, which consent shall not be unreasonably withheld if such other condition would not, in Lessor's good faith judgment, result in a reduction in the value of the Leased Property or negatively affect the ability of Lessee to pay Rent hereunder as and when due, or (b) within 60 days after the end of such 30-day period (or, if no offer is made, within 60 days following the date of such Taking), acquire the Leased Property from Lessor for a purchase price equal to the Minimum Repurchase Price of the Leased Property immediately prior to such Taking.

Partial Taking. If title to In the event of a permanent Taking of less than the whole all of the Leased -------------- Property is condemnedPremises (a “Partial Taking”), if Tenant reasonably determines that the continued development, use or occupancy of the remainder of the Premises by Tenant cannot reasonably be made to be economically viable, structurally sound, then Tenant may terminate this Lease, and the Leased Property is not Unsuitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant or Landlord is entitled but neither elects to terminate this Lease as provided in Section 15.2, Tenant at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken Tenant’s portion of the Award shall be paid to Tenant, provided that any Leased Improvements so that such Leased Improvements constitute a complete architectural unit and all obligations of Tenant have been fully and completely complied with by ▇▇▇▇▇▇ as of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnationdate of said Partial Taking. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right not elect to terminate this Lease, without in any way affecting any other leases in effect between Landlord Tenant shall be entitled to a reduction of rent of such amount as shall be just and Tenant, by giving Notice equitable. Subject to the other; provided, however thatterms of the Permitted Leasehold Mortgages, if such termination there is by Tenanta Partial Taking and the Tenant does not terminate this Lease, Landlord the Tenant shall have the right, in its sole discretion, be entitled to nullify the termination receive and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess retain an equitable portion of the condemnation Awards. If this Lease is not terminated Award and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of apply such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance portion of the FacilityAward necessary to repair or restore the Premises or the Improvements as nearly as possible to the condition the Premises or the Improvements were in immediately prior to such Partial Taking. Subject to the terms of the Permitted Leasehold Mortgages, in if there is a Partial Taking which latter event affects the use of the Premises after the term hereof, the Award shall be equitably apportioned between the Tenant and the Landlord based on the ratio of the remaining term hereof and Tenant in proportion the remaining expected useful life of the Premises following the term hereof. Subject to the then fair market values terms of the respective estates Permitted Leasehold Mortgages, notwithstanding any provision herein to the contrary, the Landlord shall be entitled to receive and interests retain any portion of the Award apportioned to the land upon which the Improvements are located. Should such award be insufficient to accomplish the restoration, such additional costs shall be paid by ▇▇▇▇▇▇. Notwithstanding any provision of the Lease or by operation of law that leasehold improvements may be or shall become the property of Landlord at the termination of the Lease, the loss of the building and Tenant in other improvements paid for by ▇▇▇▇▇▇ and such additional relief as may be provided by law shall be the basis of Tenant's damages against the condemning authority if a separate claim therefore is allowable under applicable law, or the basis of Tenant's damages to a portion of the Leased Property and under this Leasetotal award if only one award is made.

Partial Taking. If title Subject to any Loan Documents, in case of a Taking of less than the whole all of the Leased -------------- Property is condemnedProperty, and 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 Master Tenant 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 Project (after Restoration referred to in (c), below (i) can be used for the Primary Intended Use and (ii) will allow Lessee to complete the Restoration for an amount not to exceed the proceeds from the Taking. If it is determined by Lessee that the remaining Leased Property is cannot Unsuitable be used for its the Primary Intended Use, then and in such event this Lease shall terminate as of the Vesting Date and the Base Rent, Percentage Rent and Additional Charges shall be apportioned and paid to the date of termination and no other claim or demand of any kind shall be made by Lessor against Lessee by reason of such termination. If it is determined that Lessee cannot Uneconomic complete the Restoration for its Primary Intended Use, an amount that is less than or if Tenant or Landlord is entitled but neither elects equal to the proceeds from the Taking then and in such event Lessee can elect to terminate this Lease as provided in Section 15.2of the Vesting Date and the Base Rent, Tenant at its cost Percentage Rent and Additional Charges shall with all reasonable dispatch, but only be apportioned and paid to the extent date of termination and no other claim or demand of any condemnation awards kind shall be made available to Tenant and any other sums advanced by Landlord pursuant to the next sentence, restore the untaken portion Lessor against Lessee by reason of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, each of Landlord and Tenant shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord and Tenant, by giving Notice to the othertermination; provided, however thathowever, that if such termination there is by Tenantat least 24 months remaining in the Term, Landlord Lessor may agree to pay the excess Restoration expenses in which case this Lease shall have not terminate and Lessee shall undertake the rightRestoration of the Project in accordance with the terms of (c), below. (b) If, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice case of termination, a Notice to Tenant Taking of Landlord's unconditional, legally binding obligation to be responsible for less than all restoration costs in excess of the condemnation Awards. If Leased Property, this Lease is not terminated in accordance with the provisions of (a) above, this Lease shall continue in full force and Tenant restores the Facility, the condemnation awards, and any other sums made available by Landlord effect as aforesaid, shall be held in trust by Landlord and paid out by Landlord from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award shall be equitably apportioned between Landlord and Tenant in proportion to the then fair market values remaining portion of the respective estates and interests of Landlord and Tenant in and to the Leased Property without any reduction in the Base Rent and under Percentage Rent, except as expressly provided in Section 15.2. No such partial taking shall operate 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 Proceeds 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 title to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is not Unsuitable still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Tenant Lessee or Landlord Lessor is entitled but neither elects not to terminate this Lease as provided in Section 15.2SECTION 15.3, Tenant Lessee at its cost shall with all reasonable dispatch, but only to the extent of any condemnation awards made available to Tenant Lessee and any other sums advanced by Landlord Lessor pursuant to the next sentence, restore the untaken portion of any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation Awards awards are not adequate to restore the Facility to that condition, each of Landlord Lessor and Tenant Lessee shall have the right to terminate this Lease, without in any way affecting any other leases in effect between Landlord Lessor and TenantLessee, by giving Notice to the other; provided, however that, if such termination is by TenantLessee, Landlord Lessor shall have the right, in its sole discretion, to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after TenantLessee's Notice of termination, a Notice to Tenant Lessee of LandlordLessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the condemnation Awardsawards. If this Lease is not terminated and Tenant Lessee restores the Facility, the condemnation awards, and any other sums made available by Landlord Lessor as aforesaid, subject to the terms of any lender mortgage, shall be held in trust by Landlord Lessor and paid out by Landlord Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess awards remaining after such restoration shall be retained by Landlord Lessor unless the partial condemnation materially impairs the operations or financial performance of the Facility, in which latter event the Award award shall be equitably apportioned between Landlord Lessor and Tenant Lessee in proportion to the then fair market values of the respective estates and interests of Landlord Lessor and Tenant Lessee in and to the Leased Property and under this Lease.