Common use of Partial Taking Clause in Contracts

Partial Taking. Unless this Lease shall be terminated as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgagee.

Partial Taking. Unless this Lease shall be terminated as aforesaidIn the event that (a) more than twenty-five percent (25%) of the floor area of any of the Premises is taken under the power of eminent domain; or (b) by reason of any appropriation or taking, Tenant shallregardless of the amount so taken, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of any of the Premises is not 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 the continued operation of Tenant’s business as determined by Tenant in good faith and based on commercially reasonable standards and criteria, Tenant shall have the right, in addition to its rights under Article 24, to terminate this Lease with respect to such taken Premises, upon giving notice in writing of such election within sixty (60) 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 repaired extended as reasonably necessary for Tenant to assess the effect of such partial taking on Tenant’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 restored other amounts accruing hereunder through the date of termination. In the event of such termination, 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 any actual or contemplated appropriation or taking to give to the other party notice in writing thereof. If this Lease is not terminated, 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 complete architectural unit as nearly as commercially reasonably possible to their value, condition of the quality and character immediately as existed prior to such taking, provided that . Landlord agrees to reimburse 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 for the cost of such repairs and restorations restoration, but in accordance with no event shall Landlord’s obligation to reimburse Tenant for the procedures cost of restoring 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, there shall be an adjustment of the Annual Rent payable by Tenant hereunder for the Premises by reason of any partial taking as set forth in Section 7.3 above15.05 below. Any portion Tenant hereby waives any statutory rights of termination which may arise by reason of any partial taking of any of the Tenant’s Interest in Premises under the Award that shall not have been expended for such repairs or restorations shall be paid to Landlord in respect power of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageeeminent domain.

Partial Taking. Unless 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 shall be terminated as aforesaidprovided in Section 15.2, Tenant shallat its cost shall with all reasonable dispatch, with reasonable promptness (subject but only to delays covered the extent of any condemnation awards made available to Tenant and any other sums advanced by matters beyond Tenant’s reasonable control)Landlord pursuant to the next sentence, cause restore the remainder untaken portion of the Premises to be repaired and restored to any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as commercially reasonably may be possible to their value, condition and character under the circumstances) as the Leased Improvements existing immediately prior to such takingthe Condemnation. If the condemnation Awards are not adequate to restore the Facility to that condition, provided that each of Landlord and Tenant shall comply with have the provisions of Section 7.2 above. For 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 purposestermination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the event that termination and keep this Lease in full force by providing, within thirty (30) days after Tenant's Notice of termination, a Notice to Tenant encumbers its interest of Landlord's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the Premisescondemnation Awards. If this Lease is not terminated and Tenant restores the Facility, the full amount 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 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 foregoing to the contraryFacility, in the which latter event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed equitably apportioned between Landlord and Tenant in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied proportion to the repayment then fair market values of Tenant’s indebtedness the respective estates and interests of Landlord and Tenant in and to Leasehold Mortgageethe Leased Property and under this Lease.

Partial Taking. Unless Subject to any Loan Documents, in case of a Taking of less than all of the Leased Property, Lessor shall receive the entire award for the Taking and, except as specifically set forth in this Section, no claim or demand of any kind shall be made by Lessee against Lessor or any other party who could, by virtue of a claim against it, make a claim against Lessor by reason of such Taking. (a) In the case of a Taking of a portion, but less than all, of the Leased Property, Lessee shall determine, in Lessee’s reasonable discretion, whether the remaining 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 cannot be used for the Primary Intended Use, then and in such event this Lease shall be terminated terminate as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of the Premises 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 repaired made by Lessor against Lessee by reason of such termination. If it is determined that Lessee cannot complete the Restoration for an amount that is less than or equal to the proceeds from the Taking then and restored in such event Lessee can elect to a complete architectural unit terminate this Lease as nearly as commercially reasonably possible of the Vesting Date and the Base Rent, Percentage Rent and Additional Charges shall be apportioned and paid to their valuethe date of termination and no other claim or demand of any kind shall be made by Lessor against Lessee by reason of such termination; provided, condition and character immediately prior to such takinghowever, provided that Tenant shall comply with the provisions of Section 7.2 above. For such purposes, if there is at least 24 months remaining in the event that Tenant encumbers its interest Term, Lessor may agree to pay the excess Restoration expenses in which case this Lease shall not terminate and Lessee shall undertake the Premises, the full amount Restoration 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed Project in accordance with the terms and of (c), below. (b) 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, this Lease shall continue in full force and effect as to the remaining portion of the Leased Property without any reduction in the Base Rent and Percentage Rent, except as expressly provided in Section 15.3. No such leasehold mortgagepartial 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 Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied subject to the repayment following conditions and provisions. Lessor shall be entitled to receive and retain the remainder of Tenant’s indebtedness the award not needed to Leasehold Mortgageecomplete the Restoration (the “Surplus”).

Partial Taking. Unless If title to less than the whole of the Leased Property is condemned, and the Leased Property is still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Lessee or Lessor is entitled but neither elects to terminate this Lease as provided in Section 15.3, Lessee at its cost shall be terminated as aforesaidwith all reasonable dispatch, Tenant shallbut only to the extent of any condemnation awards made available to Lessee and any other sums advanced by Lessor pursuant to the next sentence, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder untaken portion of the Premises to be repaired and restored to any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as commercially reasonably may be possible to their value, condition and character under the circumstances) as the Leased Improvements existing immediately prior to such takingthe Condemnation. If the condemnation awards are not adequate to restore the Facility to that condition, provided that Tenant each of Lessor and Lessee shall comply with have the provisions of Section 7.2 above. For such purposesright to terminate this Lease, without in the event that Tenant encumbers its interest any way affecting any other leases in the Premiseseffect between Lessor and Lessee, 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 foregoing by giving Notice to the contraryother; provided, in however that, if such termination is by Lessee, Lessor shall have the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee mayright, in its reasonable sole discretion, direct that to nullify the Tenant’s Interest termination and keep this Lease in full force by providing, within thirty (30) days after Lessee's Notice of termination, a Notice to Lessee of Lessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the Award condemnation awards. If this Lease is not terminated and Lessee restores the Facility, the condemnation awards, and any other sums made available by Lessor as aforesaid, shall be applied held in trust by Lessor and paid out by 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 Lessor 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 Lessor and Lessee in proportion to the repayment then fair market values of Tenant’s indebtedness the respective estates and interests of Lessor and Lessee in and to Leasehold Mortgageethe Leased Property and under this Lease.

Partial Taking. Unless If any portion of any Leased Property is taken by Condemnation, this Lease shall be terminated remain in effect as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such takingLeased Property if the Facility(ies) located thereon is not thereby rendered Unsuitable For Its Primary Intended Use as reasonably determined by Landlord, provided that Tenant but if the Facility(ies) is/are thereby rendered Unsuitable For Its Primary Intended Use, this Lease shall comply with terminate as to such Leased Property on the Date of Taking, in which event the provisions of Section 7.2 17.9 governing the deletion of one or more Leased Properties from this Lease upon a Condemnation shall apply. If, as a result of any such partial taking by Condemnation, this Lease is not terminated as provided above. For , Tenant’s obligation to make payments of Rent and to pay all other charges required under this Lease shall remain unabated during the Term notwithstanding such purposesCondemnation, unless the taking includes a material part of the Facility on any Leased Property, in the event that Tenant encumbers its interest in the Premiseswhich event, the full amount of the Tenant’s Interest in the Award will be deposited with the Leasehold Mortgageefrom and after such taking, 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 Rent hereunder shall be paid to Landlord in respect of equitably abated, as determined by Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion. In the event of any partial taking by Condemnation of any Leased Property, direct that the entire Award shall belong to and be paid to Landlord, except that, subject to the rights of any Facility Mortgagees, Tenant shall be entitled to receive from the Award, if and to the extent such Award specifically includes such item, the following: (i) a sum specifically attributable to Tenant’s Interest Personal Property and any reasonable removal and relocation costs included in the Award be applied Award; and (ii) a sum specifically attributable to the repayment cost of Tenant’s indebtedness restoring the Leased Property in accordance with Section 16.4 hereof; and (iii) a sum specifically attributable to Leasehold Mortgageethe interruption of business operations, which sum, if and to the extent received by Landlord, shall be credited against payments of Rent and other charges due from Tenant to Landlord under this Lease.

Partial Taking. Unless If less than the whole of the Leased Property is condemned, and the Leased Property is still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Lessee or Lessor is entitled but neither elects not to terminate this Lease as provided in Section 15.3, Lessee at its cost shall be terminated as aforesaidwith all reasonable dispatch, Tenant shallbut only to the extent of any condemnation awards made available to Lessee and any other sums advanced by Lessor pursuant to the next sentence, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder untaken portion of the Premises to be repaired and restored to any Improvements so that such Improvements constitute a complete architectural unit of the same general character and condition (as nearly as commercially reasonably may be possible to their value, condition and character under the circumstances) as the Improvements existing immediately prior to such takingthe Condemnation. If the condemnation awards are not adequate to restore the Facility to that condition, provided that Tenant each of Lessor and Lessee shall comply with have the provisions of Section 7.2 above. For such purposesright to terminate this Lease, without in the event that Tenant encumbers its interest any way affecting any other leases in the Premiseseffect between Lessor and Lessee, 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 foregoing by giving Notice to the contraryother; provided, in however, that if such termination is by Lessee, Lessor shall have the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee mayright, in its reasonable sole discretion, direct that to nullify the Tenanttermination and keep this Lease in full force by providing, within thirty (30) days after Lessee’s Interest Notice of termination, a Notice to Lessee of Lessor’s unconditional, legally binding obligation to be responsible for all restoration costs in excess of the Award be applied condemnation awards. If this Lease is not terminated and Lessee restores the Facility, the condemnation awards, and any other sums made available by Lessor as aforesaid, subject to the repayment terms of Tenant’s indebtedness any lender mortgage, shall be held in trust by Lessor and paid out by Lessor from time to Leasehold Mortgageetime 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 Lessor 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 Lessor and Lessee in proportion to the then fair market values of the respective estates and interests of Lessor and Lessee in and to the Leased Property and under this Lease.

Partial Taking. Unless Subject to any Loan Documents, in case of a Taking of less than all of the Leased Property, Lessor shall receive the entire award for the Taking and, except as specifically set forth in this Section, no claim or demand of any kind shall be made by Lessee against Lessor or any other party who could, by virtue of a claim against it, make a claim against Lessor by reason of such Taking. (a) In the case of a Taking of a portion, but less than all, of the Leased Property, Lessee shall determine, in Lessee’s reasonable discretion, whether the remaining 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 cannot be used for the Primary Intended Use, then and in such event this Lease shall be terminated terminate as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of the Premises 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 repaired made by Lessor against Lessee by reason of such termination. If it is determined that Lessee cannot complete the Restoration for an amount that is less than or equal to the proceeds from the Taking then and restored in such event Lessee can elect to a complete architectural unit terminate this Lease as nearly as commercially reasonably possible of the Vesting Date and the Base Rent, Percentage Rent and Additional Charges shall be apportioned and paid to their valuethe date of termination and no other claim or demand of any kind shall be made by Lessor against Lessee by reason of such termination; provided, condition and character immediately prior to such takinghowever, provided that Tenant shall comply with the provisions of Section 7.2 above. For such purposes, if there is at least 24 months remaining in the event that Tenant encumbers its interest Term, Lessor may agree to pay the excess Restoration expenses in which case this Lease shall not terminate and Lessee shall undertake the Premises, the full amount Restoration 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed Project in accordance with the terms and of (c), below. (b) 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, this Lease shall continue in full force and effect as to the remaining portion of the Leased Property without any reduction in the Base Rent and Percentage Rent, except as expressly provided in Section 15.3. No such leasehold mortgagepartial 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 Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied subject to the repayment following conditions and provisions. Lessor shall be entitled to receive and retain the remainder of Tenant’s indebtedness the award not needed to Leasehold Mortgagee.complete the Restoration (the “Surplus”)

Partial Taking. Unless Upon any such taking of less than the whole or substantially all of the 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 terminated as a result of such partial taking, then this Lease shall be terminated as aforesaid, Tenant shall, concurrently with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder termination of the Premises ESA and Landlord and Tenant shall share any award or awards as follows: (i) if the 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 receive an amount equal to the fair value of the Project Site being taken and Tenant shall be repaired and restored entitled to a complete architectural unit as nearly as commercially reasonably possible receive an amount equal to their value, condition and character immediately prior 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, provided that Tenant then (i) Tenant, at its sole cost and expense, shall complete Tenant's Work and comply with its obligations in respect of restoring 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 Project set forth in Section 7.3 above. Any portion 7.1(a) of the Tenant’s Interest in ESA; (ii) this Lease shall continue and the Award that Term shall not have been expended for be reduced or affected in any way; and (iii) at Tenant's election, the award or awards made in connection with such repairs or restorations taking shall be paid to Landlord in respect of Landlord’s Interest and distributed to Tenant in respect of Tenant’s Interest. Notwithstanding whole or in part and the foregoing to the contrary, in the event amount which Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award receives shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment cost and expense of restoring the Project, with 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 indebtedness 's capital). If the ESA is not terminated, then, to Leasehold Mortgageethe extent (if any) that the cost of restoring the Project exceeds any award or awards which are received by Tenant, the "Investment in the Northwind Facilities" shall be adjusted accordingly and Landlord's obligation to pay the Contract Capacity Charge under the ESA during the balance of the term thereof then in effect shall be modified in accordance therewith.

Partial Taking. Unless this Lease shall be terminated as aforesaidIn the event of a Partial Taking of the Facility, Tenant shall, with reasonable promptness (subject shall commence and diligently proceed to delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder untaken portion of the Premises to be repaired and restored to 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 commercially reasonably may be possible to their value, condition and character under the circumstances) as the Leased Improvements existing immediately prior to such takingPartial Taking; provided, provided however, that if a Partial Taking renders the Facility Unsuitable for Its Primary Intended Use, Tenant shall comply with have the provisions of Section 7.2 above. For right, exercisable by written notice to Landlord within thirty (30) days after 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 MortgageePartial Taking is final without appeal permitted, and Leasehold Mortgagee before the Condemnor takes possession, to purchase the Facility for the Facility Purchase Price, which purchase shall disburse be completed within sixty (60) days of such Award notice. Landlord shall contribute to be applied towards 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 repairs 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 restorations in accordance with (c) the procedures set forth in Section 7.3 above. Any portion Award is equal to or less than the Approval Threshold, then Landlord's contribution shall be made to Tenant prior to the commencement of the Tenant’s Interest in restoration. If (a) Tenant elects to restore the Facility, (b) no Event of Default is then continuing and (c) the Award that is more than the Approval Threshold, then Landlord shall not have been expended for such repairs or restorations shall be paid to Landlord in respect of Landlord’s Interest and make the Award available to Tenant in respect the manner provided in Section 14.10 hereof for insurance proceeds in excess of the Approval Threshold. The Base Rent shall be reduced by reason of such Partial Taking to an amount agreed upon by Landlord and Tenant’s Interest. Notwithstanding , and if Landlord and Tenant cannot agree upon a new Base Rent, the foregoing new Base Rent amount shall be equal to the contraryBase Rent prior to the Partial Taking, reduced in proportion to the reduction in the event Tenant encumbers its interest in Fair Rental Value of the Premises, Facility or Leased Property resulting from the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageePartial Taking.

Partial Taking. Unless If title to less than the whole of the Leased Property is condemned, and the Leased Property is still suitable for its Primary Intended Use and not Uneconomic for its Primary Intended Use, or if Lessee or Lessor is entitled but neither elects to terminate this Lease as provided in Section 15.3, Lessee at its cost shall be terminated as aforesaidwith all reasonable dispatch, Tenant shallbut only to the extent of any condemnation awards made available to Lessee and any other sums advanced by Lessor pursuant to the next sentence, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder untaken portion of the Premises to be repaired and restored to any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as commercially reasonably may be possible to their value, condition and character under the circumstances) as the Leased Improvements existing immediately prior to such takingthe Condemnation. If the condemnation awards are not adequate to restore the Facility to that condition, provided that Tenant each of Lessor and Lessee shall comply with have the provisions of Section 7.2 above. For such purposesright to terminate this Lease, without in the event that Tenant encumbers its interest any way affecting any other leases in the Premiseseffect between Lessor and Lessee, 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 foregoing by giving Notice to the contraryother; provided, in however that, if such termination is by Lessee, Lessor shall have the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee mayright, in its reasonable sole discretion, direct that to nullify the Tenant’s Interest termination and keep this Lease in full force by providing, within thirty (30) days after Lessee's Notice of termination, a Notice to Lessee of Lessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the Award condemnation awards. If this Lease is not terminated and Lessee restores the Facility, the condemnation awards, and any other sums made available by Lessor as aforesaid, shall be applied held in trust by Lessor and paid out by 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 Lessor 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 Lessor and Lessee in proportion to the repayment then fair market values of Tenant’s indebtedness the respective estates and interests of Lessor and Lessee in and to Leasehold Mortgageethe Leased Property and under this Lease.

Partial Taking. Unless In case of a Taking other than a Total Taking (a "Partial Taking") during the Lease Term, Lessee shall give prompt notice thereof to Lessor, Indenture Trustee and the Participants and Lessee shall have the following options: (1) to the extent the Taking relates to an Improvement, Lessee shall have the right, at its sole cost and expense, to construct a replacement Improvement on the Site which has a Fair Market Value, expected residual value, condition, utility and remaining economic useful life at least equal to the Improvement which is the subject of the Taking, (2) to replace the Leased Property within ONE HUNDRED EIGHTY (180) days after such notice in accordance with Section 5.2 or (3) to terminate this Lease shall be terminated as aforesaid, Tenant shall, with reasonable promptness (respect to that part of the Leased Property subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of Partial Taking on the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such takingdate title thereto vests in the condemning authority responsible for the Taking, provided that Tenant if the option referred to in clause (3) is elected, at its cost, Lessee shall comply with restore so much of the provisions of Section 7.2 above. For such purposesLeased Property as remains to good condition and repair, in compliance with Applicable Law. In each case, Lessee shall continue to remain liable for the event 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 Tenant encumbers its interest title vests in the Premises, condemning authority responsible for the full amount of the Tenant’s Interest in the Award will be deposited with the Leasehold MortgageeTaking, and Leasehold Mortgagee shall disburse such Award be accompanied by an Officer's Certificate of Lessee with respect to be applied towards the cost of such repairs construction of the replacement Improvement and restorations in accordance with the procedures set forth in Section 7.3 aboveestimated time for completion thereof. Any condemnation proceeds attributable to the portion of the Tenant’s Interest in Leased Property subject to the Award that shall not have been expended for such repairs or restorations Partial Taking shall be paid to Landlord in respect Lessee for application to all expenses of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contraryLessor, in the event Tenant encumbers its interest in the PremisesLessee, the Tenant’s Interest 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 Award shall be disbursed cost of replacement as described in accordance with clause (2) or the terms and provisions cost of such leasehold mortgage, and Leasehold Mortgagee may, restoration as described in its reasonable discretion, direct that clause (3) of the Tenant’s Interest in the Award be applied to the repayment first sentence of Tenant’s indebtedness to Leasehold Mortgageethis Section 15.

Partial Taking. Unless 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 Lessee or Lessor is entitled but neither elects to terminate this Lease shall be terminated as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that 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 15.3, Lessee at its cost and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms of this Lease and provisions any Construction Services Agreement entered into in connection herewith, shall with all reasonable dispatch, but only to the extent of any Award funds made available to Lessee and any other sums advanced by Lessor pursuant to this Section, restore the untaken portion of any Improvements so that such Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Improvements existing immediately prior to 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 leasehold mortgagecontribution will not exceed such cost. If the Awards are not adequate to restore the Hotel to that condition, each of Lessor and Leasehold Mortgagee mayLessee shall have the right to terminate this Lease, without in any way affecting any of the Other Leases in effect, by giving Notice to the other; provided, however that, if such termination is by Lessee, Lessor shall have the right, in its reasonable sole discretion, direct to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Lessee's Notice of termination, a Notice to Lessee of Lessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the Awards. If this Lease is not terminated and Lessee restores the Hotel, the Award funds, and any other sums made available by Lessor as aforesaid, shall (subject to the requirements of any ground or building lease or Mortgage) be held by Lessor and paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess Award funds remaining after such restoration, and reimbursement of Lessor for any sums advanced by Lessor hereunder, shall be retained by Lessor. In the event of a partial Taking that does not result in a termination of this Lease, the Tenant’s Interest Base Rent shall be abated in the Award be applied manner and to the repayment extent that is fair, just and equitable to both Lessee and Lessor, taking into consideration, among other relevant factors, the number of Tenant’s indebtedness 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 Leasehold Mortgageeagree 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 Section 22.2 hereof for resolution.

Partial Taking. Unless this Lease shall be terminated as aforesaidIn the event of a Partial Taking of a Facility, Tenant shall, with reasonable promptness (subject shall commence and diligently proceed to delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder untaken portion of the Premises to be repaired and restored to 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 commercially reasonably may be possible to their value, condition and character under the circumstances) as the Leased Improvements existing immediately prior to such takingPartial Taking; provided, provided however, that if a Partial Taking renders a Facility Unsuitable for Its Primary Intended Use, Tenant shall comply with have the provisions of Section 7.2 above. For right, exercisable by written notice to Landlord within thirty (30) days after 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 MortgageePartial Taking is final without appeal permitted, and Leasehold Mortgagee before the Condemnor takes possession, to purchase the affected Facility for the Facility Purchase Price, which purchase shall disburse be completed within sixty (60) days of such Award notice. Landlord shall contribute to be applied towards 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 repairs Partial Taking; provided, however, that the amount of such contribution shall not exceed the cost of restoration. If (a) Tenant elects to restore the Facility and restorations in accordance with the procedures set forth in Section 7.3 above. Any portion (b) no Event of the Tenant’s Interest in Default is then continuing, then Landlord shall make 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 available to Tenant in respect the manner provided in Section 14.10 hereof. The Base Rent shall be reduced by reason of such Partial Taking to an amount agreed upon by Landlord and Tenant’s Interest. Notwithstanding , and if Landlord and Tenant cannot agree upon a new Base Rent, the foregoing new Base Rent amount shall be equal to the contraryBase Rent prior to the Partial Taking, reduced in proportion to the reduction in the event Tenant encumbers its interest in Fair Rental Value of the Premises, affected Facility of Leased Property resulting from the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageePartial Taking.

Partial Taking. Unless this Lease If title to the fee of less than the whole of a Leased Property shall be terminated as aforesaidso taken or condemned, Tenant shall, with reasonable promptness Lessee shall give Lessor Notice of such partial taking or condemnation within five (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder 5) Business Days of the Premises occurrence thereof. If such Leased Property is still suitable for its Primary Intended Use, or if Lessee or Lessor shall be so entitled, but shall not elect to be repaired and restored terminate this Master Lease with respect to such Leased Property as provided in Section 15.3 hereof, Lessee shall with all reasonable dispatch restore the untaken portion of 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 commercially reasonably may be possible to their value, condition and character under the circumstances) as the Leased Improvements existing immediately prior to such taking, provided that Tenant Condemnation or Taking. Lessee shall comply with commence the provisions of Section 7.2 above. For such purposes, in the event that Tenant encumbers its interest in the Premises, the full amount restoration of the Tenant’s Interest in Facility on such Leased Property within sixty (60) days of the Award will be deposited with the Leasehold MortgageePartial Taking, and Leasehold Mortgagee shall disburse complete the restoration within the Reconstruction Period following such Award Partial Taking. Lessor shall contribute to be applied towards the cost of restoration such repairs portion of the Condemnation Award payable to Lessor, if any, together with severance and restorations other damages awarded for taken Leased Improvements, provided, however, the amount of such contribution shall not exceed the cost of restoration. As long as no Event of Default has occurred hereunder, if the Award is in an amount less than the Self-Administered Amount, Lessor shall pay the same to Lessee. As long as no Event of Default has occurred hereunder, if the Award is in an amount more than the Self-Administered Amount, Lessor shall make the portion of the Award to which it is entitled available to Lessee in the same manner as is provided in Section 14.9 for insurance proceeds in excess of the Self-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 procedures set forth in Section 7.3 above. Any portion number of licensed beds no longer operable at such Facility solely by reason of the Tenant’s Interest 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 the Award that shall not have been expended for such repairs or restorations this Section 15.5, then Lessee shall be paid deemed to Landlord in respect of Landlord’s Interest and have elected to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing purchase such affected Leased Property for a purchase price equal to the contraryMinimum Purchase Price. If Lessee fails to make the election to terminate this Lease as to the affected Leased Property or if it is required to restore the affected Leased Property but thereafter fails to commence or complete the restoration within the time periods 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. 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 the event Tenant encumbers its interest in Lessee elects, but fails, to restore the Premisesaffected Leased Property. In any such purchase, Lessee shall receive a credit for the Tenant’s Interest in the portion of any Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageeretained by Lessor.

Partial Taking. Unless If less than Substantially All of Tenant’s Facility shall be so taken or condemned, this Lease shall continue in effect with respect to the portions of the Tenant’s Facility not so taken or condemned, and the portions of the Tenant’s Facility not 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 such taking shall be apportioned and paid, 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 award attributable to Landlord’s interest in Landlord’s Facility, the Land and the part of the Air Space Parcel so taken, considered as vacant and unimproved and free of this Lease (with interest thereon from the date of taking at the rate paid by the taking Governmental Authority, and the fair market value (immediately prior to the taking) of Landlord’s reversionary interest under this Lease in the part of the 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 shall be terminated as aforesaid, Tenant shall, with reasonable promptness (subject entitled to delays covered by matters beyond receive all proceeds of any award attributable to Tenant’s reasonable control)interest in the Tenant’s Facility, cause including, but not limited to, the remainder of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character fair market value (immediately prior to such the taking, provided that Tenant shall comply with ) of Tenant’s interest under the provisions Lease of Section 7.2 above. For such purposes, in the event that Tenant encumbers its interest in the Premises, the full amount portion of the Tenant’s Interest in Facility so taken and the Award will be deposited fair market value (immediately prior to the taking) of the portion of Tenant’s Facility and any other improvements theretofore made by Tenant and Tenant’s furnishings, fixtures and equipment so taken (with interest thereon from the Leasehold Mortgagee, and date of taking at the rate paid by the taking Governmental Authority. The Leasehold Mortgagee shall disburse such Award to be applied towards the cost of such repairs and restorations proceeds in accordance with Section 7.5 hereof, and upon completion of and payment for all restoration, the procedures set forth in Section 7.3 above. Any portion balance, if any, of the Tenant’s Interest in the Award that shall not have been expended for such repairs or restorations proceeds shall be paid to Landlord in respect of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgagee.

Partial Taking. Unless If any portion of the Premises is taken by condemnation this Lease shall be terminated as aforesaidremain in effect, Tenant shall, with reasonable promptness (subject except that TENANT can elect to delays covered by matters beyond Tenant’s reasonable control), cause terminate this Lease if the remainder 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 extent of the taking have been finally determined. If TENANT elects to terminate this Lease as provided in this paragraph, TENANT also shall notify LANDLORD of the date of termination, which date shall not be repaired earlier than (30) days nor later than sixty (60) days after TENANT has notified LANDLORD of its election to terminate; except that this Lease shall terminate 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, this Lease shall continue in full force and restored 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 total value of 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 complete architectural unit as nearly as commercially reasonably possible sum attributable to their valueTENANT'S improvements or alterations made to the Premises by TENANT in accordance with this Lease, condition and character immediately prior which TENANT'S improvements or alterations TENANT has the right to such taking, provided that Tenant shall comply with remove from the Premises pursuant to the provisions of Section 7.2 abovethis Lease but elects not to remove. For such purposes, in TENANT shall have 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 right to be applied towards the cost of such repairs and restorations in accordance with the procedures set forth in Section 7.3 aboveindependently pursue a TENANT award. 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgagee19.

Partial Taking. Unless If a Partial Taking occurs, then the Term shall not be reduced or affected in any way, this Lease shall be terminated as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause remain in full force and effect for the remainder portion of the Premises Property remaining 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 following amounts and in the following order of priority: (a) First, to be repaired used for restoration of the Land and restored Improvements to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that Tenant shall comply with the provisions of Section 7.2 above. For such purposesan economically feasible state, in the event that good faith judgment of Tenant; and (b) The balance, pro rata between Landlord and Tenant encumbers its interest (or Leasehold Mortgagee) in accordance with (i) as to Landlord, the value of Landlord’s fee simple title in the Premisesportion of the Property so taken, taking into account the effect on such value of this Lease and all other matters affecting such interest (had the Taking not occurred), and (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 sole cost and expense, shall commence and thereafter proceed to repair, alter, raze or restore the remaining part of the Land, or otherwise to secure the Improvements and render the Improvements safe (the "Work"), all in Tenant's reasonable discretion and in accordance with Article IX above. If the Condemnation Award received by ▇▇▇▇▇▇ is insufficient to pay the entire cost of the work, then Tenant shall pay the full amount of any such deficiency. If the Tenant’s Interest in Condemnation Award received by Tenant shall exceed the Award will be deposited with entire cost of the Leasehold MortgageeWork, then Tenant shall assign its interest and Leasehold Mortgagee shall disburse any such excess portion of the Condemnation Award to the Depositary if any and, if none, may use such excess for such purposes as Tenant, in its sole discretion, deems appropriate. Under no circumstances shall Landlord be applied obligated to make any payment, disbursement or contribution towards or on account of 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageeWork.

Partial Taking. Unless this Lease shall be terminated as aforesaid, Tenant shall, with reasonable promptness In the event of a permanent Taking of less than all of the Premises (subject to delays covered by matters beyond Tenant’s reasonable controla “Partial Taking”), cause 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 repaired economically viable, structurally sound, then Tenant may terminate this Lease, and restored the Tenant’s portion of the Award shall be paid to Tenant, provided that any and all obligations of Tenant have been fully and completely complied with by ▇▇▇▇▇▇ as of the date of said Partial Taking. If Tenant shall not elect to terminate this Lease, Tenant shall be entitled to a complete architectural unit reduction of rent of such amount as shall be just and equitable. Subject to the terms of the Permitted Leasehold Mortgages, if there is a Partial Taking and the Tenant does not terminate this Lease, the Tenant shall be entitled to receive and retain an equitable portion of the Award and shall apply such portion of the Award necessary to repair or restore the Premises or the Improvements as nearly as commercially reasonably possible to their value, the condition and character the Premises or the Improvements were in immediately prior to such takingPartial Taking. Subject to the terms of the Permitted Leasehold Mortgages, provided that Tenant shall comply with if there is a Partial Taking which affects the provisions use of Section 7.2 above. For such purposes, in the event that Tenant encumbers its interest in Premises after the Premisesterm hereof, the full amount Award shall be apportioned between the Tenant and the Landlord based on the ratio of the Tenant’s Interest in remaining term hereof and 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 remaining expected useful life of the Tenant’s Interest in Premises following the Award that shall not have been expended for such repairs or restorations shall be paid term hereof. Subject to Landlord in respect the terms of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing Permitted Leasehold Mortgages, notwithstanding any provision herein to the contrary, in the event Tenant encumbers its interest in Landlord shall be entitled to receive and retain any portion of the PremisesAward 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 Tenant’s Interest in loss of the Award building and other improvements paid for by ▇▇▇▇▇▇ and such additional relief as may be provided by law shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment basis of Tenant’s indebtedness 's damages against the condemning authority if a separate claim therefore is allowable under applicable law, or the basis of Tenant's damages to Leasehold Mortgageea portion of the total award if only one award is made.

Partial Taking. Unless Subject to any Loan Documents, in case of a Taking of less than all of the Leased Property, Lessor shall receive the entire award for the Taking and, except as specifically set forth in this Section, no claim or demand of any kind shall be made by 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 cannot be used for the Primary Intended Use, then and in such event this Lease shall be terminated terminate as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of the Premises 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 repaired made by Lessor against Lessee by reason of such termination. If it is determined that Lessee cannot complete the Restoration for an amount that is less than or equal to the proceeds from the Taking then and restored in such event Lessee can elect to a complete architectural unit terminate this Lease as nearly as commercially reasonably possible of the Vesting Date and the Base Rent, Percentage Rent and Additional Charges shall be apportioned and paid to their valuethe date of termination and no other claim or demand of any kind shall be made by Lessor against Lessee by reason of such termination; provided, condition and character immediately prior to such takinghowever, provided that Tenant shall comply with the provisions of Section 7.2 above. For such purposes, if there is at least 24 months remaining in the event that Tenant encumbers its interest Term, Lessor may agree to pay the excess Restoration expenses in which case this Lease shall not terminate and Lessee shall undertake the Premises, the full amount Restoration 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed Project in accordance with the terms and of (c), below. (b) 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, this Lease shall continue in full force and effect as to the remaining portion of the Leased Property without any reduction in the Base Rent and Percentage Rent, except as expressly provided in Section 15.2. No such leasehold mortgagepartial 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 Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied subject to the repayment following conditions and provisions. Lessor shall be entitled to receive and retain the remainder of Tenant’s indebtedness the award not needed to Leasehold Mortgagee.complete the Restoration (the “Surplus”)

Partial Taking. Unless If title to less than the whole of the Leased Property is condemned, and the Leased Property is still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Lessee or Lessor is entitled but neither elects not to terminate this Lease as provided in Section 15.3, Lessee at its cost shall be terminated as aforesaidwith all reasonable dispatch, Tenant shallbut only to the extent of any condemnation awards made available to Lessee and any other sums advanced by Lessor pursuant to the next sentence, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder untaken portion of the Premises to be repaired and restored to any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as commercially reasonably may be possible to their value, condition and character under the circumstances) as the Leased Improvements existing immediately prior to such takingthe Condemnation. If the condemnation awards are not adequate to restore the Facility to that condition, provided that Tenant each of Lessor and Lessee shall comply with have the provisions of Section 7.2 above. For such purposesright to terminate this Lease, without in the event that Tenant encumbers its interest any way affecting any other leases in the Premiseseffect between Lessor and Lessee, 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 foregoing by giving Notice to the contraryother; provided, in however that, if such termination is by Lessee, Lessor shall have the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee mayright, in its reasonable sole discretion, direct that to nullify the Tenanttermination and keep this Lease in full force by providing, within thirty (30) days after Lessee’s Interest Notice of termination, a Notice to Lessee of Lessor’s unconditional, legally binding obligation to be responsible for all restoration costs in excess of the Award condemnation awards. If this Lease is not terminated and Lessee restores the Facility, the condemnation awards, and any other sums made available by Lessor as aforesaid, shall be applied held in trust by Lessor and paid out by 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 Lessor 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 Lessor and Lessee in proportion to the repayment then fair market values of Tenant’s indebtedness the respective estates and interests of Lessor and Lessee in and to Leasehold Mortgageethe Leased Property and under this Lease.

Partial Taking. Unless If there is a Taking of a portion of the Leased Property by Condemnation such that the Facility is not thereby rendered Unsuitable for 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 terminated 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 aforesaidand when due. If, Tenant shallhowever, the Facility is thereby rendered Unsuitable for Its Primary Intended Use, Lessee shall have the right (a) to take such proceeds of any Award as shall be necessary and restore the Facility, at its own expense, to the extent possible, to substantially the same condition as existed immediately before the partial Taking or such other condition consistent with reasonable promptness 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 when due, or (subject b) to delays covered offer to substitute a new property pursuant to and in accordance with the provisions of Article XX. Lessee shall exercise its option by matters beyond Tenant’s reasonable controlgiving 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 substitute for the Leased Property within 30 days after receipt of the notice described in the preceding sentence, Lessee shall either (a) withdraw its offer to substitute for the Leased Property and within 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), cause acquire the remainder Leased Property from Lessor for a purchase price equal to the Minimum Repurchase Price of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character Leased Property immediately prior to such taking, provided that 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageeTaking.

Partial Taking. Unless If a portion of the Premises is condemned 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 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 terminated, restoration work shall be commenced as soon as reasonably possible and thereafter shall proceed without interruption except for work stoppages on account of labor disputes and matters beyond Landlord's reasonable control, and be completed within ninety (90) days thereafter. If the Landlord fails to complete restoration within the time provided, Tenant may elect to terminate this Lease after thirty (30) days after Tenant's notice to terminate is delivered to Landlord. Nevertheless, this Lease shall be terminated as aforesaidnot terminate if Landlord substantially completes the restoration and delivers occupancy to Tenant within the thirty (30) day notice period. ▇▇▇▇▇▇▇▇▇, Tenant shall▇▇▇▇▇▇, with reasonable promptness TWEET, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (subject ▇▇▇) ▇▇▇-▇▇▇▇ (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 delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder balance of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such in anticipation of taking, provided that Tenant the rent shall comply with be reduced in proportion to the provisions reduction in value of Section 7.2 abovethe Premises as an economic unit on account of the partial taking. For such purposesIf the parties are unable to agree on the amount of the reduction of rent, each shall appoint one appraiser, and each appraiser shall appoint a third appraiser, and the appraisers shall determine the rental value. (4) If a portion of Landlord's property not included in the event that Tenant encumbers its interest in Premises is taken, and severance damages are awarded on account of the Premises, or an award is made for detriment to the full amount Premises as a result 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 activity by a public body not involving a physical taking of such repairs and restorations in accordance with the procedures set forth in Section 7.3 above. Any any portion of the Tenant’s Interest in the Award that shall not have been expended for such repairs or restorations Premises, this shall be paid regarded as a partial condemnation to Landlord in respect of Landlord’s Interest which Sections 9.1 (1) and to Tenant in respect of Tenant’s Interest. Notwithstanding 9.1(3) apply, and the foregoing rent shall be reduced to the contraryextent of reduction in rental value, in if any, of the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageePremises as though a portion had been physically taken.

Partial Taking. Unless this Lease shall be terminated as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgagee.,

Partial Taking. Unless If less than the 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 Premises 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, in Lessee’s good faith judgment, to use the remainder of the Leased 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 to 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 aforesaidof the date of such termination. In the event of a taking of a portion of the Leased Premises, Tenant shall, with reasonable promptness (subject if Lessee does not terminate this Lease as to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that Tenant shall comply with the provisions of Section 7.2 above. For such purposes, in the event that Tenant encumbers its interest in the Leased Premises, the full amount Basic Rent and Impositions, shall be equitably reduced in proportion to the reduction in acreage resulting from such taking. Lessee shall be responsible for any necessary Restoration of the TenantLeased Premises as required for Lessee’s Interest in the Award will be deposited with the Leasehold Mortgageeuse thereof, and Leasehold Mortgagee the provisions and conditions in Article IV 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 foregoing similarly apply to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageeRestoration work.

Partial Taking. Unless (a) If 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 terminated 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 aforesaidfollows: (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 shall, with reasonable promptness and Landlord as follows: (A) Landlord shall be entitled to an amount equal to the Value of the Landlord’s Estate subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder Partial Taking; (B) Tenant shall be entitled to an amount equal to the Value of the Premises Leasehold Interest subject to be repaired and restored to a complete architectural unit the Partial Taking; and (C) except as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that Tenant shall comply with the provisions of Section 7.2 above. For such purposes, in the event that Tenant encumbers its interest in the Premisesotherwise set forth herein, the full amount balance of the Award, if any, paid on a pari passu (i.e., share and share alike) basis to Landlord and Tenant’s Interest in the Award will be deposited with the . (c) If there is a Leasehold Mortgagee, and Leasehold Mortgagee shall disburse such Award the portion of the condemnation award to be applied towards the cost of such repairs and restorations to Condemnation Restoration Work shall be paid, reserved or disbursed in accordance with the procedures set forth established in Section 7.3 above. Any the Leasehold Mortgage, and ▇▇▇▇▇▇’s portion of the Tenant’s Interest Award shall be paid in accordance with the Award that shall not have been expended for such repairs or restorations 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 portion of the award needed to effect the Condemnation Restoration Work shall be paid to Landlord in respect Tenant, who shall effect the Condemnation Restoration Work, and (ii) if the cost of Landlord’s Interest effecting the Condemnation restoration work is equal to or greater than $1,000,000.00, the portion of the Award needed for restoration of the Improvements shall be paid to a Depository, who shall hold and distribute such portion of the Award to Tenant as the restoration work progresses in the same manner as provided in Section 11.2 with respect to insurance proceeds and subject to the 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 portion of the Private Facilities, the entire Award shall be paid to the Landlord, except any Award payable to Tenant for loss or deprivation of Tenant’s Interest. Notwithstanding Leasehold Interest and/or the foregoing to Value of the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageeEstate.

Partial Taking. Unless If part of the Building or the Premises is taken by Eminent Domain (but not substantially all of the Premises), this Lease shall be terminated as aforesaidunaffected 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 shallmay, 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 Rents shall be prorated and adjusted as of such termination date. Upon a partial taking, where this Lease continues in force as to any part of the Premises, (i) the Base Rent shall be reduced by the percentage that the Rentable Area of the portion of the Premises taken bears to the Rentable Area of the Premises prior to the taking, and Tenant's Share shall be reduced to the 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 remaining portions of the Premises or the Building, as the case may be, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder dispatch after collection of substantially all of the Premises award attributable to the taking by Eminent Domain; provided, however, that Landlord shall not be repaired and restored required to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to expend on such taking, provided that Tenant shall comply with the provisions of Section 7.2 above. For such purposes, repair or restoration amounts in the event that Tenant encumbers its interest in the Premises, the full amount excess 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 total awards (net of the Tenant’s Interest in costs of collection) collected by it on account of 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageetaking.

Partial Taking. Unless If only part of the Parking Area is permanently taken (i.e. for a period greater than nine (9) months) by Eminent Domain, this Lease shall be terminated as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered unaffected by matters beyond Tenant’s reasonable control), cause the remainder of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided except that (a) Tenant shall comply with the provisions of Section 7.2 above. For such purposes, be entitled to a proportionate adjustment in the event that Rents (including Tenant's Share), and (b) if one hundred (100) or more spaces are permanently taken, Tenant encumbers its interest in the Premises, the full amount may terminate this Lease as of the Tenant’s Interest in Date of Taking by giving Landlord notice to that effect within 90 days following the Award will be deposited with date on which Landlord delivers to Tenant a copy of the Leasehold Mortgagee, and Leasehold Mortgagee shall disburse such Award to be applied towards the cost official notice of such repairs and restorations in accordance with Taking unless Landlord offers to provide replacement parking on the procedures Mall Lot within ninety (90) days of the Date of Taking or valet parking on the terms set forth in Section 7.3 above25.9 hereof with respect to the taken spaces. Any portion This Lease shall terminate as of the Tenant’s Interest in date that such termination notice from Tenant is given, and the Award that shall not have been expended for such repairs or restorations Rents shall be paid prorated and adjusted as of such termination date. If Tenant does terminate this Lease due to Landlord in respect of Landlord’s Interest and to such condemnation, Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed entitled to claim an award or payment in connection with the taking in accordance with Section 14.3 hereof. If Tenant does not terminate this Lease as provided above, Tenant shall be entitled to claim an award or payment in connection with any permanent taking of the terms and provisions Parking Area or any part thereof from the condemning authority expressly granted for the taking of such leasehold mortgageParking 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 Leasehold Mortgagee may▇▇▇▇▇▇▇▇'s counsel shall manage and control the proceeding for the claimants, provided, however, Tenant may manage and control its own claim and litigation so long as such action will not in its reasonable discretionany way materially diminish, direct that the Tenant’s Interest interfere with or otherwise affect Landlord's claims or proceedings. Attorneys' fees and costs incurred by Landlord in the Award connection with Eminent Domain proceedings shall not be applied charged to Tenant except to the repayment extent related to pursuing a claim or obtaining recovery on behalf of Tenant at Tenant’s indebtedness to Leasehold Mortgagee's request.

Partial Taking. Unless (a) If 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 terminated 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 aforesaidfollows: (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 shall, with reasonable promptness and Landlord as follows: (A) Landlord shall be entitled to an amount equal to the Value of the Landlord’s Estate subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder Partial Taking; (B) Tenant shall be entitled to an amount equal to the Value of the Premises Leasehold Interest subject to be repaired and restored to a complete architectural unit the Partial Taking; and (C) except as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that Tenant shall comply with the provisions of Section 7.2 above. For such purposes, in the event that Tenant encumbers its interest in the Premisesotherwise set forth herein, the full amount balance of the Award, if any, paid on a pari passu (i.e., share and share alike) basis to Landlord and Tenant’s Interest in the Award will be deposited with the . (c) If there is a Leasehold Mortgagee, and Leasehold Mortgagee shall disburse such Award the portion of the condemnation award to be applied towards the cost of such repairs and restorations to Condemnation Restoration Work shall be paid, reserved or disbursed in accordance with the procedures set forth established in Section 7.3 above. Any the Leasehold Mortgage, and ▇▇▇▇▇▇’s portion of the Tenant’s Interest Award shall be paid in accordance with the Award that shall not have been expended for such repairs or restorations 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 portion of the award needed to effect the Condemnation Restoration Work shall be paid to Landlord in respect Tenant, who shall effect the Condemnation Restoration Work, and (ii) if the cost of Landlord’s Interest effecting the Condemnation Restoration Work is equal to or greater than $1,000,000.00, the portion of the Award needed for restoration of the Improvements shall be paid to a Depository, who shall hold and distribute such portion of the Award to Tenant as the restoration work progresses in the same manner as provided in Section 10.2 with respect to insurance proceeds and subject to the 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 portion of the Private Facilities, the entire Award shall be paid to the Landlord, except any Award payable to Tenant for loss or deprivation of Tenant’s Interest. Notwithstanding Leasehold Interest and/or the foregoing to Value of the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageeEstate.

Partial Taking. Unless If a portion of the Premises is condemned 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 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 terminated, restoration work shall be commenced as soon as reasonably possible and thereafter shall proceed without interruption except for work stoppages on account of labor disputes and matters beyond Landlord's reasonable control, and be completed within ninety (90) days thereafter. If the Landlord fails to complete restoration within the time provided, Tenant may elect to terminate this Lease after thirty (30) days after Tenant's notice to terminate is delivered to Landlord. Nevertheless, this Lease shall be terminated as aforesaid, not terminate if Landlord substantially completes the restoration and delivers occupancy to Tenant shall, with reasonable promptness within the thirty (subject 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 delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder balance of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such in anticipation of taking, provided that Tenant the rent shall comply with be reduced in proportion to the provisions reduction in value of Section 7.2 abovethe Premises as an economic unit on account of the partial taking. For such purposesIf the parties are unable to agree on the amount of the reduction of rent, each shall appoint one appraiser, and each appraiser shall appoint a third appraiser, and the appraisers shall determine the rental value. (4) If a portion of Landlord's property not included in the event that Tenant encumbers its interest in Premises is taken, and severance damages are awarded on account of the Premises, or an award is made for detriment to the full amount Premises as a result 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 activity by a public body not involving a physical taking of such repairs and restorations in accordance with the procedures set forth in Section 7.3 above. Any any portion of the Tenant’s Interest in the Award that shall not have been expended for such repairs or restorations Premises, this shall be paid regarded as a partial condemnation to Landlord in respect of Landlord’s Interest which Sections 9.1 (1) and to Tenant in respect of Tenant’s Interest. Notwithstanding 9.1(3) apply, and the foregoing rent shall be reduced to the contraryextent of reduction in rental value, in if any, of the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageePremises as though a portion had been physically taken.

Partial Taking. Unless this Lease shall be terminated as aforesaidIn the event that (i) more than 25% of the Gross Leasable Area of the Premises, Tenant shallincluding the parking area serving the Premises, with reasonable promptness is taken under the power of eminent domain by any public or quasi-public authority, (subject to delays covered ii) by matters beyond Tenant’s reasonable control)reason of any appropriation or taking, cause regardless of the amount so taken, the remainder of the Premises is not one undivided parcel of property, or (iii) as a result of any taking, regardless of the amount so taken, the remainder of the Premises is rendered unsuitable for the continued operation of Tenant's business, either Landlord 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 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 payment to Landlord of all rents accruing through such date, both Landlord and Tenant shall thereupon be repaired 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 restored Tenant, at Tenant's sole cost and expense, shall restore the remaining portion of the Premises as soon ?S possible to a complete architectural unit as nearly as commercially reasonably possible to their value, condition of like quality and character immediately as existed prior to such taking, provided that . Landlord agrees to reimburse 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 for the cost of such repairs and restorations restoration, but in accordance with no event shall Landlord's obligation to reimburse Tenant for the procedures set forth in Section 7.3 above. Any cost of restoring the remaining portion of the Tenant’s Interest Premises exceed the amount of award of compensation that Landlord receives for a partial taking of that portion of the Premises resulting in the Award that shall need for restoration. So long as this Lease is not have been expended for such repairs or restorations terminated in the manner provided above, there shall be paid to Landlord in respect an equitable adjustment of Landlord’s Interest and to the rent payable by Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions hereunder by reason of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that partial taking. Tenant hereby waives any statutory rights of termination which may arise by reason of any pal1ial taking of the Tenant’s Interest in Premises under the Award be applied to the repayment power of Tenant’s indebtedness to Leasehold Mortgageeeminent domain.

Partial Taking. Unless (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 or Uneconomic for its Primary Intended Use, or if Lessor is entitled but elects not to terminate this Lease shall be terminated as aforesaidprovided in Section 15.3, Tenant then Lessor or, at Lessor's election, Lessee shall, with all reasonable promptness (subject dispatch and to delays covered by matters beyond Tenant’s reasonable control), cause the remainder extent that the Holder permits the application of the Premises to be repaired Award therefor and restored to the Award 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 commercially reasonably may be possible to their value, condition and character under the circumstances) as the Leased Improvements existing immediately prior to such taking, provided that Tenant shall comply with the provisions of Section 7.2 aboveCondemnation. For such purposes, in In the event that Tenant encumbers its interest in Lessor elects to have Lessee restore the PremisesFacility, the full amount then Lessor shall pay to Lessee a construction fee equal to four percent (4%) of the Tenant’s Interest in 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 Award will be deposited with Facility is reopened to the Leasehold Mortgageepublic. In the event that such fee is not paid to Lessee at that time, then Lessee shall have the right to setoff such fee from the next installment(s) of Rent due under this Lease, and Leasehold Mortgagee subsequent installments, if necessary, until such fee is paid in full. Lessor and Lessee shall disburse such Award each contribute to be applied towards the cost of restoration that part of its Award specifically allocated to such repairs restoration, if any, together with severance and restorations in accordance with other damages awarded for the procedures set forth taken Leased Improvements; provided, however, that the amount of such contribution shall not exceed such cost. (b) In the event of a partial Taking as described in Section 7.3 above. Any portion 15.5(a), which does not result in a termination of this Lease by Lessor, the Tenant’s Interest Base Rent shall be abated in the Award manner and to the extent that shall not have been expended for is fair, just and equitable to both Lessee and Lessor, taking into consideration, among other relevant factors, the number of usable rooms, the amount of square footage, or the revenues affected by such repairs or restorations 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 paid submitted to Landlord Arbitration as provided for in respect of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageeSection 40.2 hereof.

Partial Taking. Unless If title to less than the whole of the Leased Property is condemned, and the Leased Property is still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Lessee or Lessor is entitled but neither elects to terminate this Lease as provided in Section 15.3, Lessee at its cost shall be terminated as aforesaidwith all reasonable dispatch, Tenant shallbut only to the extent of any condemnation awards made available to Lessee and other sums advanced by Lessor pursuant to the next sentence, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder untaken portion of the Premises to be repaired and restored to any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as commercially reasonably may be possible to their value, condition and character under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation awards are not adequate to restore the Facility as aforesaid, each of the Lessor and Lessee shall have the right to terminate this Lease, without in any way affecting any Other Leases for Other Properties then in effect between Lessor and Lessee, by giving Notice to the other; provided, however, that if such takingtermination is by Lessee, provided that Tenant Lessor shall comply with have the provisions of Section 7.2 above. For such purposesright, in the event that Tenant encumbers its interest Lessor's sole discretion, to keep this Lease in the Premisesfull force and effect by providing, the full amount within thirty (30) days after Lessee's Notice of termination, a Notice to Lessee of Lessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the Tenant’s Interest condemnation awards. Lessor shall in the good faith seek a fair and equitable allocation of any Award will be deposited with the among restoration, taken Leasehold Mortgagee, Improvements and Leasehold Mortgagee other elements. Lessor shall disburse such Award contribute to be applied towards the cost of restoration that part of its Award specifically allocated to such repairs restoration, together with severance and restorations 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 shall not be terminated, the Base Rent shall be abated in the manner and to the extent that is fair, just and equitable to both Lessee and Lessor, taking into consideration, among other relevant factors, the number of usable rooms, 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 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 40.1 below 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageeresolution.

Partial Taking. Unless this Lease In the event of a Partial Taking of a Parcel, Lessee shall be terminated as aforesaid, Tenant shall, with reasonable promptness (subject commence and diligently proceed to delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder untaken portion of the Premises to be repaired and restored to 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 commercially reasonably may be possible to their value, condition and character under the circumstances) as the Leased Improvements existing immediately prior to such takingPartial Taking; provided, provided however, that Tenant if a Partial Taking renders a Parcel Unsuitable for Its Primary Intended Use, Lessee shall comply with have the provisions of Section 7.2 above. For right, exercisable by written notice to Lessor within thirty (30) days after 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 MortgageePartial Taking is final without appeal permitted, and Leasehold Mortgagee before the Condemnor takes possession, to purchase the affected Parcel for the Parcel Purchase Price, which purchase shall disburse be completed within sixty (60) days of such Award notice. Lessor shall contribute to be applied towards 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 repairs 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 restorations (c) the Award is equal to or less than the Approval Threshold, then Lessor's contribution shall be made to Lessee prior to the commencement of the restoration. If (a) Lessee elects to restore the Parcel, (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 Lessee in accordance with the procedures set forth manner provided in Section 7.3 above. Any portion 14.10 for insurance proceeds in excess of the Tenant’s Interest Approval Threshold. 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 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 reduction in the Award that shall not have been expended for such repairs or restorations shall be paid to Landlord in respect Fair Rental Value of Landlord’s Interest and to Tenant in respect the affected Parcel of Tenant’s Interest. Notwithstanding Leased Property resulting from the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageePartial Taking.

Partial Taking. Unless If title to less than the whole of the Leased Property is condemned, and the Leased Property is still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Lessee or Lessor is entitled but neither elects not to terminate this Lease as provided in SECTION 15.3, Lessee at its cost shall be terminated as aforesaidwith all reasonable dispatch, Tenant shallbut only to the extent of any condemnation awards made available to Lessee and any other sums advanced by Lessor pursuant to the next sentence, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder untaken portion of the Premises to be repaired and restored to any Improvements so that such Improvements constitute a complete architectural unit of the same general character and condition (as nearly as commercially reasonably may be possible to their value, condition and character under the circumstances) as the Improvements existing immediately prior to such takingthe Condemnation. If the condemnation awards are not adequate to restore the Facility to that condition, provided that Tenant each of Lessor and Lessee shall comply with have the provisions of Section 7.2 above. For such purposesright to terminate this Lease, without in the event that Tenant encumbers its interest any way affecting any other leases in the Premiseseffect between Lessor and Lessee, 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 foregoing by giving Notice to the contraryother; provided, in however that, if such termination is by Lessee, Lessor shall have the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee mayright, in its reasonable sole discretion, direct that to nullify the Tenanttermination and keep this Lease in full force by providing, within thirty (30) days after Lessee’s Interest Notice of termination, a Notice to Lessee of Lessor’s unconditional, legally binding obligation to be responsible for all restoration costs in excess of the Award be applied condemnation awards. If this Lease is not terminated and Lessee restores the Facility, the condemnation awards, and any other sums made available by Lessor as aforesaid, subject to the repayment terms of Tenant’s indebtedness any lender mortgage, shall be held in trust by Lessor and paid out by Lessor from time to Leasehold Mortgageetime 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 Lessor 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 Lessor and Lessee in proportion to the then fair market values of the respective estates and interests of Lessor and Lessee in and to the Leased Property and under this Lease.

Partial Taking. Unless this Lease (a) In the event that any part of the Leaseback Space shall be terminated so condemned or taken, then this Sublease shall be and remain unaffected by such condemnation or taking, except that the Minimum Rent and Additional Rent allocable to the part so taken shall be apportioned (on a per square foot basis) as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of the Premises 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 be repaired and restored sufficient, in the reasonable judgment of Subtenant, to a complete architectural unit as nearly as commercially reasonably possible enable Subtenant to their value, condition and character continue the operation of its business therein in substantially the manner in which such business was being conducted immediately prior to such taking, or (ii) if such taking materially adversely impairs the means of access to the 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 part of the Leaseback Space not so taken, the Minimum Rent and Additional Rent shall be adjusted proportionately. If as a result of the partial taking (and this Sublease continuing in force as to the part of the Leaseback Space not so taken) such part is damaged, Sublandlord agrees to promptly restore the damaged portion remaining after the taking, to the condition existing immediately prior to the taking. (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. 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 proceeding, Subtenant's moving expenses, and the value of Subtenant's personal property. In the event that Tenant Subtenant is not permitted to make a separate claim for such items in such proceeding, Sublandlord shall comply 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 conduct of the proceeding; provided, however, that, if Sublandlord incurs any additional expense because of Subtenant's exercising its fights under this sentence, Subtenant will bear such additional expense. (d) Sublandlord, 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 remaining part of the Leaseback Space to substantially their former condition, so as to constitute a 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 in this Article as the "Partial Restoration." (e) The conditions under which the Partial Restoration is to be performed and the method of proceeding with and performing the same shall be governed by all of the provisions of Section 7.2 above. For such purposes, in the event that Tenant encumbers its interest in the Premises, the full amount Article 9 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 Partial Restoration shall include the reasonable fees 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageeConstruction Manager.

Partial Taking. Unless If a Partial Taking occurs, then the Term shall not be reduced or affected in any way, this Lease shall be terminated as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause remain in full force and effect for the remainder portion of the Premises Property remaining 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 following amounts and in the following order of priority: (a) First, to be repaired used for restoration of the Land and restored Improvements to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that Tenant shall comply with the provisions of Section 7.2 above. For such purposesan economically feasible state, in the event that good faith judgment of Tenant; and (b) The balance, pro rata between Landlord and Tenant encumbers its interest (or Leasehold Mortgagee) in accordance with (i) as to Landlord, the value of Landlord’s fee simple title in the Premisesportion of the Property so taken, taking into account the effect on such value of this Lease and all other matters affecting such interest (had the Taking not occurred), and (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 sole cost and expense, shall commence and thereafter proceed to repair, alter, raze or restore the remaining part of the Land, or otherwise to secure the Improvements and render the Improvements safe (the "Work"), all in Tenant's reasonable discretion and in accordance with Article IX above. If the Condemnation Award received by Tenant is insufficient to pay the entire cost of the work, then Tenant shall pay the full amount of any such deficiency. If the Tenant’s Interest in Condemnation Award received by Tenant shall exceed the Award will be deposited with entire cost of the Leasehold MortgageeWork, then Tenant shall assign its interest and Leasehold Mortgagee shall disburse any such excess portion of the Condemnation Award to the Depositary if any and, if none, may use such excess for such purposes as Tenant, in its sole discretion, deems appropriate. Under no circumstances shall Landlord be applied obligated to make any payment, disbursement or contribution towards or on account of 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageeWork.

Partial Taking. Unless If a Partial Taking occurs, then the Term shall not be reduced or affected in any way, this Lease shall be terminated as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause remain in full force and effect for the remainder portion of the Premises Property remaining 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 following amounts and in the following order of priority: (a) First, to be repaired used for restoration of the Land and restored Improvements to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that Tenant shall comply with the provisions of Section 7.2 above. For such purposesan economically feasible state, in the event that good faith judgment of Tenant; and (b) The balance, pro rata between Landlord and Tenant encumbers its interest (or Leasehold Mortgagee) in accordance with (i) as to Landlord, the value of Landlord’s fee simple title in the Premisesportion of the Property so taken, taking into account the effect on such value of this Lease and all other matters affecting such interest (had the Taking not occurred), and (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 sole cost and expense, shall commence and thereafter proceed to repair, alter, raze or restore the remaining part of the Land, or otherwise to secure the Improvements and render the Improvements safe (the "Work"), all in Tenant's reasonable discretion and in accordance with Article IX above. If the Condemnation Award received by ▇▇▇▇▇▇ is insufficient to pay the entire cost of the work, then Tenant shall pay the full amount of any such deficiency. If the Tenant’s Interest in Condemnation Award received by ▇▇▇▇▇▇ shall exceed the Award will be deposited with entire cost of the Leasehold MortgageeWork, then Tenant shall assign its interest and Leasehold Mortgagee shall disburse any such excess portion of the Condemnation Award to the Depositary if any and, if none, may use such excess for such purposes as Tenant, in its sole discretion, deems appropriate. Under no circumstances shall Landlord be applied obligated to make any payment, disbursement or contribution towards or on account of 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageeWork.

Partial Taking. Unless this Lease shall be terminated as aforesaidIn the event of a Partial Taking of a Facility, Tenant shall, with reasonable promptness (subject shall commence and diligently proceed to delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder untaken portion of the Premises to be repaired and restored to 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 commercially reasonably may be possible to their value, condition and character under the circumstances) as the Leased Improvements existing immediately prior to such takingPartial Taking; provided, provided however, that if a Partial Taking renders a Facility Unsuitable for Its Primary Intended Use, Tenant shall comply with have the provisions of Section 7.2 above. For right, exercisable by written notice to Landlord within thirty (30) days after 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 MortgageePartial Taking is final without appeal permitted, and Leasehold Mortgagee before the Condemnor takes possession, to purchase the affected Facility for the Facility Purchase Price, which purchase shall disburse be completed within ninety (90) days of such Award notice. Landlord shall contribute to be applied towards 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 repairs 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 restorations in accordance with (c) the procedures set forth in Section 7.3 above. Any portion Award is equal to or less than the Approval Threshold, then Landlord's contribution shall be made to Tenant prior to the commencement of the Tenant’s Interest in restoration. If (a) Tenant elects to restore the Facility, (b) no Event of Default is then continuing and (c) the Award that is more than the Approval Threshold, then Landlord shall not have been expended for such repairs or restorations shall be paid to Landlord in respect of Landlord’s Interest and make the Award available to Tenant in respect the manner provided in Section 14.10 hereof for insurance proceeds in excess of the Approval Threshold. The Base Rent shall be reduced by reason of such Partial Taking to an amount agreed upon by Landlord and Tenant’s Interest. Notwithstanding , and if Landlord and Tenant cannot agree upon a new Base Rent, the foregoing new Base Rent amount shall be equal to the contraryBase Rent prior to the Partial Taking, reduced in proportion to the reduction in the event Tenant encumbers its interest in Fair Rental Value of the Premises, affected Facility or Leased Property resulting from the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageePartial Taking.

Partial Taking. Unless In case of a Taking other than a Total Taking (a "Partial Taking") (a) this Lease shall be terminated remain in full force and effect; provided, that on the date of such Taking this Lease shall terminate as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder portion of the Leased Premises to taken (which portion shall be repaired deemed excluded from the Leased Premises) and restored to 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 complete architectural unit as nearly as commercially reasonably possible to their valuefraction, condition the numerator of which is the rentable square footage of the portion of the Leased Premises that was taken and character immediately the denominator of which is the rentable square footage of the Leased Premises prior to the Taking (the "Taking Fraction") and (b) Tenant, whether or not the awards or payments, if any, on account of such taking, provided that Tenant Taking shall comply with be sufficient for the provisions of Section 7.2 above. For such purposes, in the event that Tenant encumbers its interest in the Premises, the full amount purpose shall promptly commence Restoration of the Tenant’s Interest in Leased Premises (exclusive of the Award will be deposited with taken portion) and thereafter diligently prosecute the Leasehold Mortgagee, and Leasehold Mortgagee shall disburse such Award same to be applied towards the cost of such repairs and restorations completion in accordance with the procedures set forth in Section 7.3 abovePlans and 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 Supplemental 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, that if the 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 the Leased Premises that was taken shall include any Fit-Out Work, then Tenant shall have the right to participate, at 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 foregoing to the contrary's expense, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions prosecution of such leasehold mortgageclaim and the right to approve any such settlement, and Leasehold Mortgagee may, in its reasonable discretion, direct that such approval not to be unreasonably withheld. Any dispute under the Tenant’s Interest in preceding sentence should be resolved by the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageeAppropriate Engineer.

Partial Taking. Unless this Lease shall be terminated as aforesaidIn the event that (i) more than 25% of the Gross Leasable Area of the Premises, Tenant shallincluding the parking area serving he Premises, with reasonable promptness is taken under the power of eminent domain by any public or quasi-public authority, (subject to delays covered ii) by matters beyond Tenant’s reasonable control)reason of any appropriation or taking, cause regardless of the amount so taken, the remainder of the Premises is not one undivided parcel of property, or (iii) as a result of any taking, regardless of the amount so taken, the remainder of the premises is rendered unsuitable for the continued operation of Tenant's business, either Landlord or Tenant shall have the right to terminate this Lease as of the date Tenant is required to vacate a portion of the Premise, by giving the other notice of such 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 repaired 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 restored Tenant, at Tenant's sole cost and expense, shall restore the remaining portion f the Premises as soon as possible to a complete architectural unit as nearly as commercially reasonably possible to their value, condition of like quality and character immediately as existed prior to such taking, provided that . Landlord agrees to reimburse 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 for the cost of such repairs and restorations restoration, but in accordance with o event shall Landlord's obligation to reimburse Tenant for the procedures set forth in Section 7.3 above. Any cost of restoring the remaining portion of the Tenant’s Interest Premises exceed the amount of award of compensation that Landlord receives for a partial taking of that portion of the Premises resulting in the Award that shall need for restoration. So long as this Lease is not have been expended for such repairs or restorations terminated in the manner provided above, there shall be paid to Landlord in respect an equitable adjustment of Landlord’s Interest and to the rent payable by Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions hereunder by reason of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that partial taking. Tenant hereby waives any statutory rights of termination which may arise by reason of any partial taking of the Tenant’s Interest in premises under the Award be applied to the repayment power of Tenant’s indebtedness to Leasehold Mortgageeeminent domain.

Partial Taking. Unless If title to less than the whole of the Leased Property is condemned, and the Leased Property is still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Lessee or Lessor is entitled but neither elects not to terminate this Lease as provided in Section 15.3, Lessee at its cost shall be terminated as aforesaidwith all reasonable dispatch , Tenant shallbut only to the extent of any condemnation awards made available to Lessee and any other sums advanced by Lessor pursuant to the 30 36 next sentence, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder untaken portion of the Premises to be repaired and restored to any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as commercially reasonably may be possible to their value, condition and character under the circumstances) as the Leased Improvements existing immediately prior to such takingthe Condemnation. If the condemnation awards are not adequate to restore the Facility to that condition, provided that Tenant each of Lessor and Lessee shall comply with have the provisions of Section 7.2 above. For such purposesright to terminate this Lease, without in the event that Tenant encumbers its interest any way affecting any other leases in the Premiseseffect between Lessor and Lessee, 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 foregoing by giving Notice to the contraryother; provided, in however that, if such termination is by Lessee, Lessor shall have the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee mayright, in its reasonable sole discretion, direct that to nullify the Tenant’s Interest termination and keep this Lease in full force by providing, within thirty (30) days after Lessee's Notice of termination, a Notice to Lessee of Lessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the Award condemnation awards. If this Lease is not terminated and Lessee restores the Facility, the condemnation awards, and any other sums made available by Lessor as aforesaid, shall be applied held in trust by Lessor and paid out by 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 Lessor 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 Lessor and Lessee in proportion to the repayment then fair market values of Tenant’s indebtedness the respective estates and interests of Lessor and Lessee in and to Leasehold Mortgageethe Leased Property and under this Lease.

Partial Taking. Unless this Lease shall be terminated as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder If only part of the Premises shall be so taken and a -------------- part thereof remains which is reasonably 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 repaired required, and restored to the 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 complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that Tenant shall comply with the provisions portion of Section 7.2 above. For such purposes, in the event that Tenant encumbers its interest in the Premises, there does not remain a portion reasonably susceptible for Sublessee's occupation hereunder, this Sublease shall thereupon automatically terminate in the full amount manner is if the whole Premises had been taken. Whether all or part of the Tenant’s Interest in Premises be taken, all compensation awarded upon such taking with respect to the Award will be deposited with the Leasehold Mortgageereal property and improvements shall go to Lessor, and Leasehold Mortgagee Sublessee shall disburse such Award have no claim thereto, nor shall Sublessee have claim against Lessor for any loss, damage, or for any other reason alleged to result therefrom, provided, however, that Sublessee shall in no event be applied towards precluded hereby from perfecting its own claim against the cost authority or taker for damages for the taking of such repairs and restorations in accordance with its leasehold interest, personal property; fixtures; or expenses incurred in, or as a result of, any eminent domain action. In the procedures set forth in Section 7.3 above. Any portion event of a partial termination of this Sublease under this Paragraph 13 or under Paragraph 22 of the Tenant’s Interest in the Award that shall not have been expended for such repairs or restorations Lease, Rents shall be paid to Landlord in respect reduced, based on the ratio that the number of Landlord’s Interest and to Tenant in respect square feet of Tenant’s Interest. Notwithstanding the foregoing Premises so taken bears to the contrary, in total square feet comprising the Premises. In the event Tenant encumbers any taking of the Premises under power of eminent domain results in Substantial and material interference with Sublessee's ability to conduct its interest in business from the Premises, Sublessee shall have the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied right to the repayment of Tenant’s indebtedness terminate this Sublease by delivering written notice thereof to Leasehold MortgageeSublessor.

Partial Taking. Unless If less than such a material portion of the 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 terminated as aforesaid, Tenant shall, with reasonable promptness (subject reduced in an equitable manner in proportion to delays covered by matters beyond Tenant’s reasonable control), cause the remainder 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 multiplied 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 denominator 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 in 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 cause to be repaired made, all demolition, repairs, reconstruction, restoration, replacement or rebuilding and restored to a complete architectural unit all other work necessary, as nearly as commercially reasonably possible may be practicable, to their value, restore the Building Elements to the utility and condition and character immediately prior to such takingtaking (and including any new parking areas and/or demolition of the existing Building, provided that Tenant shall comply to the extent the same may be reasonably necessary to accommodate Tenant's use of the Premises after the condemnation). The net 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 provisions collection of Section 7.2 above. For such purposesaward, in the event that Tenant encumbers its interest in the Premises, the full amount of the Tenant’s Interest in the Award will shall be deposited with the Leasehold Mortgageepaid over to Landlord, and Leasehold Mortgagee shall disburse such Award be held in trust and shall be made available to be applied towards 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 title company certifications as to the absence of any liens, or encumbrances relating to such repairs work) for use in making payments when due for the demolition, repairs, restoration or replacement required under this Article 14, and restorations in accordance with 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 procedures set forth in Section 7.3 aboveentire cost of such work, Tenant agrees to pay the deficiency. Any portion At any time after the completion of such work, the balance of the Tenant’s Interest in proceeds not theretofore used pursuant to the Award that shall not have been expended for such repairs or restorations foregoing provisions of this section shall be paid to Landlord or Landlord's mortgagee as their interests shall appear. During any period in respect which the Premises or any portion of the Premises is made untenantable as a result of the Condemnation or the work being performed by Landlord’s Interest and to Tenant , all Rent will be abated for the period of time untenantable in respect of Tenant’s Interest. Notwithstanding the foregoing proportion to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageesquare foot area untenantable.

Partial Taking. Unless 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 Lessee or Lessor is entitled but neither elects to terminate this Lease shall be terminated as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that 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 15.3, Lessee at its cost and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms of this Lease and provisions any Construction Services Agreement entered into in connection herewith, shall with all reasonable dispatch, but only to the extent of any Award funds made available to Lessee and any other sums advanced by Lessor pursuant to this Section, restore the untaken portion of any Improvements so that such Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Improvements existing immediately prior to 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 leasehold mortgagecontribution will not exceed such cost. If the Awards are not adequate to restore the Hotel to that condition, each of Lessor and Leasehold Mortgagee mayLessee shall have the right to terminate this Lease, without in any way affecting any of the Other Leases in effect, by giving Notice to the other; provided, however that, if such termination is by Lessee, Lessor shall have the right, in its reasonable sole discretion, direct to nullify the termination and keep this Lease in full force by providing, within thirty (30) days after Lessee's Notice of termination, a Notice to Lessee of Lessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the Awards. If this Lease is not terminated and Lessee restores the Hotel, the Award funds, and any other sums made available by Lessor as aforesaid, shall (subject to the requirements of any ground or building lease or Mortgage) be held by Lessor and paid out by Lessor from time to time for the reasonable costs of such restoration upon satisfaction of reasonable terms and conditions, and any excess Award funds remaining after such restoration, and reimbursement of Lessor for any sums advanced by Lessor hereunder, shall be retained by Lessor. In the event of a partial Taking that does not result in a termination of this Lease, the Tenant’s Interest Base Rent shall be abated in the Award be applied manner and to the repayment extent that is fair, just and equitable to both Lessee and Lessor, taking into consideration, among other relevant factors, the number of Tenant’s indebtedness 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 Leasehold Mortgageeagree 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 Section 41.2 hereof for resolution.

Partial Taking. Unless (i) If there is a Condemnation of a portion of a Facility, this Master Lease shall be terminated remain in effect if the affected Facility is not thereby rendered, in the reasonable determination of Tenant, Unsuitable for Its Primary Intended Use, but if such Facility is thereby rendered Unsuitable for Its Primary Intended Use, this Master Lease shall at Tenant’s option terminate with respect to such Facility as aforesaidof 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 more of the fair market value of such Facility, Tenant shallmay 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 reasonable promptness Section 14.6. (subject 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 delays covered by matters beyond Tenant’s reasonable controlany Renewal Notice that has been delivered or is delivered pursuant to the proviso below), cause either Landlord or Tenant may terminate this Master Lease as to such Facility (but not as to any other Facility) as of the day before the Date of Taking and Rent will continue unabated for the remainder of the Premises to Term; provided, however, such termination by Landlord shall not be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that Tenant shall comply with the provisions of Section 7.2 above. For such purposes, effective in the event that Tenant encumbers its interest in 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 Premises, extent of a Condemnation will be determined by Experts pursuant to Section 34.1. If Tenant elects to terminate this Master Lease with respect to a Facility during the full amount final two years 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 then-current Term in accordance with the procedures set forth in this Section 7.3 above. Any portion of the 15.1, Tenant shall be deemed to have forfeited Tenant’s Interest in the Award that shall not have been expended for such repairs or restorations shall be paid right to Landlord in respect of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageeexercise any further Renewal Terms.

Partial Taking. Unless If a part of the Premises shall be so taken, then Landlord shall give Tenant prompt written notice thereof and the part so taken shall no longer constitute part of the Premises, but this Lease shall be terminated continue in force and effect as aforesaidto the part not so taken; provided, however, that Tenant shall, with reasonable promptness may elect to terminate this Lease (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder a) if a partial taking of the Premises occurs and Landlord is not able to be repaired and restored provide alternate premises in the Building reasonably acceptable to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that Tenant shall comply with for the provisions normal conduct of Section 7.2 above. For such purposesTenant's business for the portion of the Premises taken or if, in the event that good faith, reasonable judgment of Tenant, the remaining portion of the Premises cannot be economically and practicably used by Tenant encumbers for the conduct of its interest 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 full amount 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 soon thereafter as is practical for Tenant to relocate from the Building, but in no event more than one hundred eighty (180) days thereafter), the Term of this Lease shall terminate and, subject to a proration and apportionment of Annual Rental and proration, apportionment and reconciliation of Additional Rental and other sums due hereunder as 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 date of the Tenant’s Interest in the Award that shall not have been expended for such repairs or restorations termination, no further rent shall be paid due hereunder. Upon a partial taking and the Term of this Lease continuing in force as to Landlord in respect any part of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award Annual Rental or any Additional Rental shall be disbursed 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 accordance with Landlord's good faith, reasonable judgment the terms remaining portion of the Building cannot be restored to a functional whole or cannot be restored so as to be efficient and provisions economically viable to own, operate and maintain as a commercial office building or (iii) the cost of restoration will require more than the condemnation proceeds paid to Landlord, then Landlord may elect to terminate this Lease by delivering written notice of such leasehold mortgageelection to Tenant not later than sixty (60) days following the Date of the Taking, and Leasehold Mortgagee maythis Lease shall terminate as of a date mutually acceptable to Landlord and Tenant, but in its reasonable discretionno event more than one hundred eighty (180) days following such notice, direct that the Tenant’s Interest in the Award be applied subject to the repayment a proration and apportionment of Tenant’s indebtedness to Leasehold MortgageeAnnual Rental and proration, apportionment and reconciliation of Additional Rental and other sums due hereunder.

Partial Taking. Unless this (a) If only a part of the Leased Premises shall be so taken or condemned, and the Lease is not terminated pursuant to Section 8.1 hereof, Tenant, at its sole 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 terminated as aforesaidprovided in the first sentence of this Section 8.2, Tenant shall, with reasonable promptness (subject shall promptly and diligently proceed to delays covered by matters beyond Tenant’s reasonable control), cause make a complete architectural unit of the remainder of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their valueImprovements, condition and character immediately prior to such taking, provided that Tenant shall comply complying with the provisions of disbursement conditions set forth in Section 7.2 above7.3. For such purposespurpose, in to the event that Tenant encumbers its interest in extent the Premisesamount of the Award relating to the Improvements is less than Twenty Five Million Dollars ($25,000,000), Landlord shall immediately pay the full amount of the Tenant’s Interest in Award to Tenant for such restoration. To the extent the amount of the Award will be deposited with the Leasehold Mortgagee, and Leasehold Mortgagee shall disburse such Award to be applied towards exceeds the cost of such repairs and restorations in accordance with restoration, Tenant shall return such excess to Landlord upon full completion of the procedures set forth in Section 7.3 above. Any restoration work. (b) In the event of a partial taking, this Lease shall terminate as to the portion of the Tenant’s Interest in Leased Premises so taken and the Award that shall not have been expended Base Rent payable for such repairs or restorations the balance of the term of this Lease shall be paid equitably reduced by a sum equivalent to Landlord in respect the portion of the Facility taken, such reduction to be effective as of the date of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions receipt of such leasehold mortgageAward. Until the amount of the reduction of the Base Rent shall have been determined, and Leasehold Mortgagee may, Tenant shall continue to pay to Landlord the Base Rent provided for in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageeSection 4.1.

Partial Taking. Unless this Lease If less than substantially all of the office building component or the warehouse component of the Improvements or the related Land shall be terminated as aforesaidtaken or either component is temporarily taken for public or quasi-public purposes on or after Substantial Completion of any component of the Improvements, Tenant shallwill promptly, at its sole cost and expense, restore, repair, replace or rebuild the affected component(s) so taken in conformity with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder requirements of the Premises to be repaired paragraphs 8 and restored to a complete architectural unit 22 as nearly as commercially reasonably possible practicable to their valuethe condition, condition size, quality of workmanship and character market value thereof immediately prior to such taking, provided that without regard to the adequacy of any condemnation award for such purpose. There shall be no abatement of Rent during such period of restoration. Tenant shall comply may, at its sole cost and expense, participate with the provisions of Section 7.2 above. For such purposes, Landlord in the event that Tenant encumbers its interest in negotiation of the Premises, the full amount of the Tenant’s Interest in the Award will be deposited award with the Leasehold Mortgageecondemning authority, and Leasehold Mortgagee but Tenant shall disburse such Award have no right to be applied towards prevent Landlord from agreeing to a settlement so long as the settlement will provide sufficient funds to pay the cost of such repairs 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 restorations in accordance with the procedures conditions for disbursement set forth for casualty proceeds in Section 7.3 aboveparagraph 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 portion condemnation proceeds in excess of the Tenant’s Interest in amounts as are made available to Tenant for restoration or repair of the Award that shall not have been expended for such repairs or restorations Premises and the cost of collection thereof, shall be paid the sole and exclusive property of Landlord. Tenant shall have the right to Landlord participate in condemnation proceedings with Landlord, 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 such case, diminish Landlord’s Interest and 's recovery. After receipt of Landlord of any condemnation proceeds not required for the restoration 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 proceeds. Landlord agrees to use commercially reasonable efforts to cause its lenders to agree to reamortize their loans after application of condemnation awards, rather than apply such awards in the inverse order of loan payments. If there is no reduction in debt service as a result of such application by Mortgagee, Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing shall receive an amount equal to the contrary, in amount so applied by Mortgage upon the event Tenant encumbers its interest in earlier to occur of the refinancing of the Mortgage or the sale of the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgagee.

Partial Taking. Unless this Lease shall be terminated as aforesaidLandlord agrees, immediately after learning of any appropriation or Taking, to give to Tenant shallnotice in writing thereof (the "Taking Notice"). In the event that (i) more than 25% of the Gross Leasable Area of the Premises, with reasonable promptness including the parking area serving the Premises, is Taken, (subject to delays covered ii) by matters beyond Tenant’s reasonable control)reason of any appropriation or Taking, cause regardless of the amount so Taken, the remainder of the Premises is not one undivided parcel of property, or (iii) as a result of any Taking, regardless of the amount so Taken, the remainder of the Premises is rendered unsuitable for the continued operation of Tenant's business, either Landlord 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 repaired 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 restored Tenant, at Tenant's sole cost and expense, shall restore the remaining portion of the Premises as soon as possible to a complete architectural unit as nearly as commercially reasonably possible to their value, condition of like quality and character immediately as existed prior to such taking, provided that Tenant shall comply with Taking. Provided the provisions of Section 7.2 above. For such purposes, in same does not exceed the event that Tenant encumbers its interest in the Premises, the full amount of compensation award Landlord receives for a partial taking of the Tenant’s Interest in the Award will be deposited with the Leasehold Mortgagee, and Leasehold Mortgagee shall disburse such Award Premises Landlord agrees to be applied towards reimburse Tenant for the cost of such repairs and restorations in accordance with the procedures set forth in Section 7.3 above. Any portion restoration of the Tenant’s Interest Premises. So long as this Lease is not terminated in the Award that shall not have been expended for such repairs or restorations manner provided above, there shall be paid to Landlord in respect an equitable adjustment of Landlord’s Interest and to the rent payable by Tenant in respect hereunder by reason of Tenant’s Interestsuch partial Taking. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in hereby waives any statutory rights of termination which may arise by reason of any partial Taking of the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgagee.

Partial Taking. Unless If title to less than the whole of the Leased Property is condemned, and the Leased Property is still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Lessee or Lessor is entitled but neither elects not to terminate this Lease as provided in SECTION 15.3, Lessee at its cost shall be terminated as aforesaidwith all reasonable dispatch, Tenant shallbut only to the extent of any condemnation awards made available to Lessee and any other sums advanced by Lessor pursuant to the next sentence, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder untaken portion of the Premises to be repaired and restored to any Improvements so that such Improvements constitute a complete architectural unit of the same general character and condition (as nearly as commercially reasonably may be possible to their value, condition and character under the circumstances) as the Improvements existing immediately prior to such takingthe Condemnation. If the condemnation awards are not adequate to restore the Facility to that condition, provided that Tenant each of Lessor and Lessee shall comply with have the provisions of Section 7.2 above. For such purposesright to terminate this Lease, without in the event that Tenant encumbers its interest any way affecting any other leases in the Premiseseffect between Lessor and Lessee, 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 foregoing by giving Notice to the contraryother; provided, in however that, if such termination is by Lessee, Lessor shall have the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee mayright, in its reasonable sole discretion, direct that to nullify the Tenant’s Interest termination and keep this Lease in full force by providing, within thirty (30) days after Lessee's Notice of termination, a Notice to Lessee of Lessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the Award be applied condemnation awards. If this Lease is not terminated and Lease Agreement Ashford TRS Corporation Lessee restores the Facility, the condemnation awards, and any other sums made available by Lessor as aforesaid, subject to the repayment terms of Tenant’s indebtedness any lender mortgage, shall be held in trust by Lessor and paid out by Lessor from time to Leasehold Mortgageetime 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 Lessor 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 Lessor and Lessee in proportion to the then fair market values of the respective estates and interests of Lessor and Lessee in and to the Leased Property and under this Lease.

Partial Taking. Unless (i) If more than twenty-five percent (25%) of the rentable square feet of the Premises is taken 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 Parking Garage, is materially impaired (and Landlord has not made reasonably comparable parking available to Tenant in reasonable proximity to the Building), then in any such event, Tenant shall have the option to terminate this Lease effective as of the date possession is required to be surrendered to the authority. Landlord shall give prompt notice to Tenant of any 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 Landlord shall be terminated as aforesaidentitled to the entire award or payment in connection therewith, except that Tenant shall, with reasonable promptness (subject shall have the right to delays covered by matters beyond file any separate claim available to Tenant for any taking of Tenant’s reasonable control)personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Lease Term pursuant to the terms of this Lease, cause and for moving expenses, so long as such claims do not diminish the award available to Landlord, its ground lessor with respect to the Building or Project or its mortgagee, and 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, and this Lease shall not be so terminated, (a) the Rent shall be abated in proportion to the ratio that the amount of rentable square feet of the 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 taking bears to the total rentable square feet of the Premises, as a result of the taking) bears to the total rentable square feet of the Premises, and (b) Landlord at its expense, shall restore the remainder of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their valueBase Building, condition and character immediately prior to such taking, provided that 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 MortgageeTenant Improvements, any Alterations, and Leasehold Mortgagee shall disburse such Award to be applied towards the cost of such repairs and restorations Common Areas in accordance with Section 13.5 below. Tenant hereby affirms that all condemnation proceeds applicable to 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 Base Building, Premises, Tenant Improvements, any subsequent Alterations and Common Areas shall be paid to Landlord in respect the sole and exclusive property of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgagee.

Partial Taking. Unless 14.2.1 Tenant may, at its election, terminate this Lease shall be terminated as aforesaidupon the occurrence of any condemnation, Tenant shallor conveyance in lieu of condemnation, with reasonable promptness which affects: (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder i) Twenty percent (20%) or more of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that Tenant shall comply with the provisions floor area of Section 7.2 above. For such purposes, in the event that Tenant encumbers its interest in the Premises, the full amount ; (ii) Twenty percent (20%) or more of the Tenant’s Interest in parking areas of 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. 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 Interest in the Award that 's election within thirty (30) days after Tenant shall not have been expended for receive notice of such repairs or restorations pending condemnation. If Tenant fails to give Landlord such written notice within such thirty (30) day period, Tenant shall be paid conclusively deemed to Landlord in respect of Landlord’s Interest and have elected not to Tenant in respect of Tenant’s Interestterminate this Lease. Notwithstanding the foregoing any termination of this Lease by Tenant hereunder, Tenant, at its election, may continue to the contrary, in the event Tenant encumbers its interest in occupy the Premises, subject to the Tenant’s Interest in terms and provisions of this Lease, for all or such part, as Tenant may determine, for the Award period between the date of such taking and the date when possession of the Premises shall be disbursed 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, that any such notice of termination by Landlord shall be ineffective, and this Lease shall remain in full force and 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 provisions conditions of this ARTICLE XIV. Notwithstanding any termination of this Lease pursuant to the terms and conditions of this Section 14.2.2, Tenant, at its election, may continue to occupy the Premises, subject to the terms and conditions of this Lease, for the period between the date of such leasehold mortgage, taking and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in date when possession of the Award property to be applied to condemned shall be taken by the repayment of Tenant’s indebtedness to Leasehold Mortgageeappropriate authority.

Partial Taking. Unless If title to less than the whole of the Leased Property is condemned, and the Leased Property is still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Lessee or Lessor is entitled but neither elects to terminate this Lease as provided in Section 15.3 above, Lessee at its cost shall be terminated as aforesaidwith all reasonable dispatch, Tenant shallbut only to the extent of any condemnation awards made available to Lessee and any other sums advanced by Lessor pursuant to the next sentence, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder untaken portion of the Premises to be repaired and restored to any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as commercially reasonably may be possible to their value, condition and character under the circumstances) as the Leased Improvements existing immediately prior to such takingthe Condemnation. If the condemnation awards are not adequate to restore the Facility to that condition, provided that Tenant each of Lessor and Lessee shall comply with have the provisions of Section 7.2 above. For such purposesright to terminate this Lease, without in the event that Tenant encumbers its interest any way affecting any other leases in the Premiseseffect between Lessor and Lessee, 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 foregoing by giving Notice to the contraryother; provided, in however that, if such termination is by Lessee, Lessor shall have the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee mayright, in its reasonable sole discretion, direct that to nullify the Tenant’s Interest termination and keep this Lease in full force by providing, within thirty (30) days after Lessee's Notice of termination, a Notice to Lessee of Lessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the Award condemnation awards. If this Lease is not terminated and Lessee restores the Facility, the condemnation awards, and any other sums made available by Lessor as aforesaid, shall be applied held in trust by Lessor and paid out by 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 Lessor 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 Lessor and Lessee in proportion to the repayment then fair market values of Tenant’s indebtedness the respective estates and interests of Lessor and Lessee in and to Leasehold Mortgageethe Leased Property and under this Lease.

Partial Taking. Unless If less than such a material portion of the 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 terminated as aforesaid, Tenant shall, with reasonable promptness (subject reduced in an equitable manner in proportion to delays covered by matters beyond Tenant’s reasonable control), cause the remainder 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 multiplied 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 denominator 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 in 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 cause to be repaired made, all demolition, repairs, reconstruction, restoration, replacement or rebuilding and restored to a complete architectural unit all other work necessary, as nearly as commercially reasonably possible may be practicable, to their value, restore the Building Elements to the utility and condition and character immediately prior to such takingtaking (and including any new parking areas and/or demolition of the existing Building, provided that Tenant shall comply to the extent the same may be reasonably necessary to accommodate Tenant's use of the Premises after the condemnation). The net 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 provisions collection of Section 7.2 above. For such purposesaward, in the event that Tenant encumbers its interest in the Premises, the full amount of the Tenant’s Interest in the Award will shall be deposited with the Leasehold Mortgageepaid over to Landlord, and Leasehold Mortgagee shall disburse such Award be held in trust by Landlord or Landlord's designee and shall be made available to be applied towards Tenant as work progresses (subject to periodic delivery to Landlord of appropriate architect's certifications as to 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 repairs work) for use in making payments when due for the demolition, repairs, restoration or replacement required under this Article 14, and restorations in accordance with 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 procedures set forth in Section 7.3 aboveentire cost of such work, Tenant agrees to pay the deficiency. Any portion At any time after the completion of such work, the balance of the Tenant’s Interest in proceeds not theretofore used pursuant to the Award that shall not have been expended for such repairs or restorations foregoing provisions of this section shall be paid to Landlord in respect of or Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award 's mortgagee as their interests shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageeappear.

Partial Taking. Unless If a Partial Taking occurs, then the Term shall not be reduced or affected in any way, this Lease shall remain in full force and effect for the portion of the Premises remaining after such Taking, and the portion of the Annual Rent payable under Section 3.1 of this Lease shall only be terminated as aforesaid, Tenant shall, with reasonable promptness (reduced if the Premises and the Improvements thereon are subject to delays covered the Taking, and if so taken, the reduction in Annual Rent shall be determined by matters beyond Tenant’s appraisal based upon the same or similar method set forth in Article III hereof for determining an appraisal rent. Provided, however, if all of the Premises is taken, and CDA receives the condemnation award for the fee title interest of the Premises, then the Annual Rent shall be reduced to $ -0 -. The following provisions shall apply to the allocation of any Condemnation Award for such Partial Taking: (a) All sums, including damages and interest, constituting the Condemnation Award shall be deposited promptly with a mutually agreeable escrow agent, and shall be distributed and disbursed pursuant to the terms of this Subsection 10.4.3; (b) The Company shall receive an amount sufficient to restore the 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 Premises, or otherwise to secure the Premises and render the Premises safe. Notwithstanding anything to the contrary contained herein, if after partial taking, the Premises is not, in YIDA's or the Company's reasonable control)judgment, cause the economically viable, YIDA can terminate this Lease. (c) The remainder of the Premises to Condemnation Award shall be repaired distributed and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that Tenant shall comply with the provisions of Section 7.2 above. For such purposes, disbursed in the event that Tenant encumbers its 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 PremisesPremises 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 full Company the balance of the Condemnation Award. If the Condemnation Award received by the Company is insufficient to pay the entire cost of the Restoration Work, then YIDA shall cause the Company to pay the amount of the Tenant’s Interest in the Award will any such deficiency. Under no circumstances shall CDA be deposited with the Leasehold Mortgageeobligated to make any payment, and Leasehold Mortgagee shall disburse such Award to be applied disbursement or contribution towards or on account of 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageeRestoration Work.

Partial Taking. Unless If any portion of any Leased Property is taken by Condemnation, this Lease shall be terminated remain in effect as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such takingLeased Property if the Facility(ies) located thereon is not thereby rendered Unsuitable For Its Primary Intended Use as reasonably determined by Landlord, provided that Tenant but if the Amberleigh Facility(ies) is/are thereby rendered Unsuitable For Its Primary Intended Use, this Lease shall comply with terminate as to such Leased Property on the Date of Taking, in which event the provisions of Section 7.2 17.9 governing the deletion of one or more Leased Properties from this Lease upon a Condemnation shall apply. If, as a result of any such partial taking by Condemnation, this Lease is not terminated as provided above, Tenant's obligation to make payments of Rent and to pay all other charges required under this Lease shall remain unabated during the Term notwithstanding such Condemnation. For In the event of any partial taking by Condemnation of any Leased Property, the entire Award shall belong to and be paid to Landlord, except that, subject to the rights of any Facility Mortgagees, Tenant shall be entitled to receive from the Award, if and to the extent such purposesAward specifically includes such item, the following: (i) a sum specifically attributable to Tenant's Personal Property and any reasonable removal and relocation costs included in the 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, Award; and Leasehold Mortgagee shall disburse such Award (ii) a sum specifically attributable to be applied towards the cost of such repairs and restorations restoring the Leased Property in accordance with Section 16.4 hereof; and (iii) a sum specifically attributable to the procedures set forth in Section 7.3 above. Any portion interruption of business operations, which sum, if and to the Tenant’s Interest extent received by Landlord, shall be 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 the Award that shall not have been expended Facility on any Leased Property, in which event, from and after such taking, the Fixed Rent hereunder for such repairs or restorations Leased Property shall be paid to Landlord in respect of equitably abated, as determined by Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct provided that in no event shall any such abatement exceed (on an annual basis) an amount in excess of eight percent of the Tenant’s Interest in the Award be condemnation award retained by Landlord with respect to such taking and not applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageerepair or restore such Facility.

Partial Taking. Unless (a) If, during the Term of this Lease, a portion of the Premises shall be taken or conveyed, this Lease shall be terminated terminate and come to an end as aforesaidto the part of the Property which is taken, Tenant shallupon the date title is vested in the condemning authority as a result of such Taking, with reasonable promptness (subject but shall not terminate as to delays covered by matters beyond Tenant’s reasonable control)the Award for the part of the Premises which is taken, cause and otherwise this Lease shall continue in full force and effect as to the 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 so taken, the Tenant covenants and agrees, for itself and its successors in interest, that the Tenant shall, at its sole cost and expense (subject to be repaired and restored reimbursement to the extent hereinafter provided), promptly restore that portion of the Premises not so taken to a complete architectural unit for the use and occupancy of the Tenant (and those claiming under Tenant) as nearly 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 commercially 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 possible incurred by the Tenant of performing its obligations under this Lease imposed upon Tenant as the result of the Taking. (ii) Second, to Permitted Leasehold Mortgagees to the extent required under their valuerespective loan documents. (iii) The balance of the Net Award, condition if any, shall be apportioned between the City and character immediately prior to such taking, provided that the Tenant shall comply with the provisions of Section 7.2 above. For such purposes, in the same manner as the balance of a Net Award apportioned under Subsection 12.2(b)(iv) and (v). (b) In the event that Tenant encumbers its interest a Taking provided for in this Section 12.4 so diminishes or impairs the Premises, the full amount use of the Tenant’s 's Improvements that, notwithstanding restoration, the Tenant 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 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 excess of its liability based on such apportionment shall be refunded by the City to the Tenant. In the event Tenant elects to so terminate this Lease, the Net Award shall be allocated and distributed in the manner provided in Section 12.2, except that the value of the City's Interest in the Net Award will determined under Subsection 12.2(a)(i) shall be deposited with reduced by the Leasehold Mortgagee, and Leasehold Mortgagee shall disburse such Award to be applied towards value of the cost of such repairs and restorations in accordance with the procedures set forth in Section 7.3 above. Any portion of the Premises and the Tenant’s Interest in 's Improvements not taken and the Award that shall not have been expended for such repairs or restorations shall amount to be paid to Landlord in respect of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award City under Subsection 12.2(b) shall be disbursed in accordance with reduced by the terms and provisions discounted fair rental value of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in portion of the Award be applied to Premises not taken for the repayment unexpired portion of Tenant’s indebtedness to Leasehold Mortgageethe Term of this Lease.

Partial Taking. Unless If any portion of any Leased Property is taken by Condemnation, this Lease shall be terminated remain in effect as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such takingLeased Property if the Facility(ies) located thereon is not thereby rendered Unsuitable For Its Primary Intended Use as reasonably determined by Landlord, provided that Tenant but if the Facility(ies) is/are thereby rendered Unsuitable For Its Primary Intended Use, this Lease shall comply with terminate as to such Leased Property on the Date of Taking, in which event the provisions of Section 7.2 17.9 governing the deletion of one or more Leased Properties from this Lease upon a Condemnation shall apply. If, as a result of any such partial taking by Condemnation, this Lease is not terminated as provided above, Tenant’s obligation to make payments of Rent and to pay all other charges required under this Lease shall remain unabated during the Term notwithstanding such Condemnation. For In the event of any partial taking by Condemnation of any Leased Property, the entire Award shall belong to and be paid to Landlord, except that, subject to the rights of any Facility Mortgagees, Tenant shall be entitled to receive from the Award, if and to the extent such purposesAward specifically includes such item, the following: (i) a sum specifically attributable to Tenant’s Personal Property and any reasonable removal and relocation costs included in the 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, Award; and Leasehold Mortgagee shall disburse such Award (ii) a sum specifically attributable to be applied towards the cost of such repairs and restorations restoring the Leased Property in accordance with Section 16.4 hereof; and (iii) a sum specifically attributable to the procedures set forth in Section 7.3 above. Any portion interruption of business operations, which sum, if and to the Tenant’s Interest extent received by Landlord, shall be 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 the Award that shall not have been expended Facility on any Leased Property, in which event, from and after such taking, the Fixed Rent hereunder for such repairs or restorations Leased Property shall be paid to Landlord in respect of equitably abated, as determined by Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct provided that in no event shall any such abatement exceed (on an annual basis) an amount in excess of eight percent of the Tenant’s Interest in the Award be condemnation award retained by Landlord with respect to such taking and not applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageerepair or restore such Facility.

Partial Taking. Unless this Lease shall be terminated as aforesaidin the event that (i) more than 25% of the Gross Leasable Area of the Premises, Tenant shallincluding the parking area serving the Premises, with reasonable promptness is taken under the power of eminent domain by any public or quasi-public authority, (subject to delays covered ii) by matters beyond Tenant’s reasonable control)reason of any appropriation or taking, cause regardless of the amount so taken, the remainder of the Premises is not one undivided parcel of property, or (iii) as a result of any taking, regardless of the amount so taken, the remainder of the Premises is rendered unsuitable for the continued operation of Tenant's business, either Landlord 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 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 repaired 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 restored Tenant, at Tenant's sole cost and expense, shall restore the remaining portion of the Premises as soon as possible to a complete architectural unit as nearly as commercially reasonably possible to their value, condition of like quality and character immediately as existed prior to such taking, provided that . Landlord agrees to reimburse 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 for the cost of such repairs and restorations restoration, but in accordance with no event shall Landlord's obligation to reimburse Tenant for the procedures set forth in Section 7.3 above. Any cost of restoring the remaining portion of the Tenant’s Interest Premises exceed the amount of award of compensation that Landlord receives for a partial taking of that portion of the Premises resulting in the Award that shall need for restoration. So long as this Lease is not have been expended for such repairs or restorations terminated in the manner provided above, there shall be paid to Landlord in respect an equitable adjustment of Landlord’s Interest and to the rent payable by Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions hereunder by reason of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that partial taking. Tenant hereby waives any statutory rights of termination which may arise by reason of any partial taking of the Tenant’s Interest in Premises under the Award be applied to the repayment power of Tenant’s indebtedness to Leasehold Mortgageeeminent domain.

Partial Taking. Unless If less than such a material portion of the 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 terminated reduced to the product obtained when the Base Rent otherwise payable hereunder is multiplied 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 denominator 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 aforesaidof the first day of the month next succeeding the date of vesting of title in the condemning authority, and shall not in 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 shallshall promptly make, with reasonable promptness (subject or cause to delays covered by matters beyond Tenant’s reasonable control)be made, cause the remainder of all demolition, repairs, reconstruction, restoration, replacement or rebuilding and all other work necessary, as nearly as may be practicable, to restore the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their the value, rentability, utility and condition and character immediately prior to such takingtaking (with such alterations, provided that Tenant shall comply additions and improvements, if any, as may be constructed under and in accordance with the provisions of Section 7.2 aboveArticle 10). For such purposes, in Subject only to the event that Tenant encumbers its interest in the Premisesprovisions of any mortgage to which this Lease is or shall be subordinate, the full amount net proceeds of the Tenant’s Interest award in respect of such partial taking or condemnation, after the Award will be deposited payment of all fees and expenses incurred in connection with the Leasehold Mortgageecollection of such award, shall be paid over to Landlord, and Leasehold Mortgagee shall disburse such Award be held in trust by Landlord or Landlord's designee and shall be made available to be applied towards Tenant as work progresses (subject to periodic delivery to Landlord of appropriate architect's certifications as to 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 repairs work) for use in making payments when due for the demolition, repairs, restoration or replacement required under this Article 14, and restorations in accordance with 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 procedures set forth in Section 7.3 aboveentire cost of such work, Tenant agrees to pay the deficiency. Any portion At any time after the completion of such work, the balance of the Tenant’s Interest in proceeds not theretofore used pursuant to the Award that shall not have been expended for such repairs or restorations foregoing provisions of this section shall be paid to Landlord in respect of or Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award 's mortgagee as their interests shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageeappear.

Partial Taking. Unless If title to less than the whole of the Leased Property is condemned, and the Leased Property is 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 shall be terminated as aforesaidprovided in Section 15.3, Tenant shallat its cost shall with all reasonable dispatch , with reasonable promptness (subject but only to delays covered the extent of any condemnation awards made available to Tenant and any other sums advanced by matters beyond Tenant’s reasonable control)Landlord pursuant to the next sentence, cause restore the remainder untaken portion of the Premises to be repaired and restored to any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as commercially reasonably may be possible to their value, condition and character under the circumstances) as the Leased Improvements existing immediately prior to such takingthe Condemnation. If the condemnation awards are not adequate to restore the Facility to that condition, provided that each of Landlord and Tenant shall comply with have the provisions of Section 7.2 above. For 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 purposestermination is by Tenant, Landlord shall have the right, in its sole discretion, to nullify the event that Tenant encumbers its interest termination and keep this Lease in the Premisesfull force by providing, the full amount of the within thirty (30) days after Tenant’s Interest in the Award will be deposited with the Leasehold MortgageeNotice of termination, and Leasehold Mortgagee shall disburse such Award a Notice 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 Tenant of Landlord’s Interest 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 Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms Leased Property and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageeunder this Lease.

Partial Taking. Unless If, after a taking, enough of the Demised -------------- 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 taken; (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 terminated limited to the work and improvements which were originally performed or installed at Landlord's expense as aforesaiddescribed 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, Tenant shallLandlord may terminate this Lease unless Tenant, within forty five (45) days after demand therefor, deposits with reasonable promptness (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 covered caused by matters beyond Tenant’s reasonable control), cause does not restore the remainder 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 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 to be repaired and restored are subject to a complete architectural unit as nearly as commercially taking and all such taken parking spaces are not permanently replaced by Landlord with reasonably possible comparable spaces on or adjacent to their value, condition and character immediately prior to such the Project within two hundred seventy (270) days from the date of the taking, provided that Tenant shall comply with the provisions or if a taking 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 a portion of the Tenant’s Interest Demised Premises results 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 foregoing access to the contraryDemised Premises being materially adversely affected and the Demised Premises cannot be restored, in within two hundred seventy (270) days from the event Tenant encumbers its interest in date of the Premisestaking, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to a condition where access to the repayment of Tenant’s indebtedness Demised Premises is not materially adversely affected, Tenant shall have the right to Leasehold Mortgageeterminate this Lease.

Partial Taking. Unless (a) In the event of a Taking which does not result in a termination of this Lease pursuant to Sections 16.1 or 16.3, this Lease shall terminate and expire with respect only to the portion of 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 terminated 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 paid as aforesaida 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, Tenant shallincluding, with without limitation, reasonable promptness attorneys' fees and expenses; and (subject to delays covered by matters beyond Tenant’s reasonable control), cause ii) If the remainder of the Premises to proceeds without interest shall be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that 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 an amount of the Tenant’s Interest in the Award will be deposited with the Leasehold Mortgagee$10,000,000.00 or less, 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 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 in respect shall receive proceeds, it shall upon the request of Landlord’s Interest and Tenant deliver to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing a certificate stating that such proceeds have been deposited with Landlord pursuant to the contraryrequirements 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 remaining part of the Building to substantially its former condition, so as to constitute a complete structure suitable for the purposes the Building is being used for as of the date hereof. All repairs, alterations, restorations or demolition conducted by Tenant 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 in this Lease as the "Partial Restoration". (d) The conditions under which the Partial Restoration is to be performed and the 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 proceeds arc deposited with Landlord, Landlord shall hold, apply, make available and pay over to Tenant the proceeds in the event Tenant encumbers its interest in same manner as is provided for Landlord with respect to Casualty Proceeds under the Premisesprovisions of Article 9 (except that no Voluntary Alterations shall be made with such condemnation proceeds) and upon the completion and payment of the cost of the Partial Restoration, the Tenant’s Interest in balance of the Award shall proceeds held by Landlord may be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageeretained by Landlord.

Partial Taking. Unless ‌ 15.3.1 If during the Term the Arena Facility is the subject of a Taking that is not a Substantial Taking, or if a Substantial Taking occurs but this Lease shall be Agreement and the Noncompetition/Non-Relocation Agreement are not terminated as aforesaidand the Condemnation Award is, Tenant shall, with in the reasonable promptness estimation of the Arena Manager (subject to delays covered which estimation is reasonably approved by matters beyond Tenant’s reasonable controlthe City), cause sufficient to restore the remainder of the Premises Arena Facility to the Condemnation Restoration Standard, such Condemnation Award shall be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to deposited in an account specified by Arena Manager. In such taking, provided that Tenant shall comply with the provisions of Section 7.2 above. For such purposes, in the event that Tenant encumbers its interest in the Premisesevent, the full amount of Condemnation Award shall be disbursed from said account to pay 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 costs of such repairs and restorations restoration in accordance with the procedures set forth Condemnation Restoration Standard, as soon as is reasonably possible and this Agreement and the Noncompetition/Non-Relocation Agreement shall continue in Section 7.3 above. Any portion 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 Tenant’s Interest 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 that 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 Arena 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 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 the 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, as monies become available from such account. 15.3.5 If the Arena Manager is entitled to and does elect to so terminate this Agreement and the Noncompetition/Non-Relocation Agreement, the 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 shall be deemed rescinded and void, and monies shall be disbursed from such 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. 15.3.6 If the City does not have been expended give such notice to the City’s intent to pay the Condemnation Deficiency amount within 30 days after the City’s receipt of 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 such repairs or restorations delivery described above, this Agreement and the Noncompetition/Non-Relocation Agreement shall be terminated at the expiration of the applicable thirty-day period, and the Condemnation Award shall be paid to Landlord in respect of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageeparties as their interests may appear.

Partial Taking. Unless Tenant’s Obligation to Restore. If less than substantially all of the Premises shall be so taken, this Lease and the Term shall continue as to the portion of the Premises remaining without abatement of Base Rent or Additional Costs or Impositions or diminution of any of Tenant’s obligations hereunder. Tenant, whether or not the award or awards, if any, shall be terminated as aforesaid, Tenant shall, with reasonable promptness sufficient for the purpose shall (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder Unavoidable Delays) proceed diligently to Restore any remaining part of the Premises to Project not so taken so that the latter shall be repaired complete, operable and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, in good condition and character immediately prior 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, provided that Tenant taking 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 Depository for application to be applied towards the cost of such repairs Restoration of the part of the Project not so taken. Subject to the provisions and restorations limitations in this Article 9, Depository shall make available to Tenant as much of that portion of the award actually received and 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 necessary to pay the cost of Restoration of the part of the Project remaining. Such Restoration shall be done in accordance with and subject to the procedures provisions of Article 8. Payments to Tenant as aforesaid shall be disbursed in the manner and subject to the conditions set forth in Section 7.3 aboveArticle 8. Any portion balance of the Tenant’s Interest in award held by Depository and any cash and the Award that shall not have been expended for such repairs or restorations proceeds of any security deposited with Depository pursuant to Section 9.04 remaining after completion of the Restoration shall be paid to Landlord Tenant or its Mortgagee, if any. Each of the parties shall execute any and all documents that may be reasonably required in respect of Landlord’s Interest and order to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions facilitate collection by them of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageeawards.

Partial Taking. Unless Subject to any Loan Documents, in case of a Taking of less than all of the Leased Property, Lessor shall receive the entire award for the Taking and, except as specifically set forth in this Section, no claim or demand of any kind shall be made by 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 cannot be used for the Primary Intended Use, then and in such event this Lease shall be terminated terminate as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of the Premises 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 repaired made by Lessor against Lessee by reason of such termination. If it is determined that Lessee cannot complete the Restoration for an amount that is less than or equal to the proceeds from the Taking then and restored in such event Lessee can elect to a complete architectural unit terminate this Lease as nearly as commercially reasonably possible of the Vesting Date and the Base Rent, Percentage Rent and Additional Charges shall be apportioned and paid to their valuethe date of termination and no other claim or demand of any kind shall be made by Lessor against Lessee by reason of such termination; provided, condition and character immediately prior to such takinghowever, provided that Tenant shall comply with the provisions of Section 7.2 above. For such purposes, if there is at least 24 months remaining in the event that Tenant encumbers its interest Term, Lessor may agree to pay the excess Restoration expenses in which case this Lease shall not terminate and Lessee shall undertake the Premises, the full amount Restoration 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed Project in accordance with the terms and of (c), below. (b) 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, this Lease shall continue in full force and effect as to the remaining portion of the Leased Property without any reduction in the Base Rent and Percentage Rent, except as expressly provided in Section 15.2. No such leasehold mortgagepartial 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 Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied subject to the repayment following conditions and provisions. Lessor shall be entitled to receive and retain the remainder of Tenant’s indebtedness the award not needed to Leasehold Mortgagee.complete the Restoration (the “Surplus”)

Partial Taking. Unless A. In the event of a Substantial Taking pursuant to which this Lease is not terminated pursuant to the provisions of Section 15.05, then, in the event of any condemnation of less than all to substantially all of the Premises, Tenant shall be terminated as aforesaid, Tenant shall, with reasonable promptness (subject obligated to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of restore the Premises to be repaired and restored not taken by the governmental authority to a complete architectural unit condition as nearly good as commercially reasonably possible to their value, or better than the condition which prevailed thereon and character immediately therein prior to such takingcondemnation as is practicable under the circumstances; provided, provided however, that Tenant shall comply not be obligated to expend any sums in excess of the condemnation proceeds. 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 7.2 above15.06. 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. For 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 purposesother 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, in 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 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 disbursed in accordance with the procedures set forth previous sentence shall be less than the total condemnation proceeds, such excess shall be distributed to Landlord and Tenant as hereinafter provided in Section 7.3 above15.06F 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 portion 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 Tenant’s Interest in the Award that shall not have been expended for such repairs or restorations restoration work shall be paid to Landlord in respect of Landlord’s Interest and to Tenant in respect the following proportions: Landlord shall receive that portion of Tenant’s Interestsaid 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. Notwithstanding Thus, for examples if such condemnation occurred on the foregoing to last day of the contrary21st 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 pursuant to Section 15.05, the condemnation proceeds remaining after application thereof to the cost of the restoration work shall be allocated between Landlord and Tenant encumbers its interest in proportion to the 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 Minimum Rental or Percentage Rental thereafter payable by Tenant’s Interest . In the event of a condemnation that is a Substantial Taking and in the Award 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 one tenths (11.1) multiplied by the annual Minimum Rental multiplied by the Partial Condemnation Reduction Percentage and there shall be a reduction in the Alternative Rental or Expansion Rental (if then applicable) in an amount equal to the 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 continuity 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 in accordance with by the terms Insurance Trustee. J. In the event that an Event of Default has occurred Tenant shall not have access to any condemnation proceeds unless and provisions until Tenant shall have cured such Event of such leasehold mortgageDefault, and Leasehold Mortgagee mayuntil such time, in Tenant shall use its reasonable discretion, direct that own funds to prosecute the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgagee.restoration work. END OF ARTICLE 15

Partial Taking. Unless If 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 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 date possession of the part is taken 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 shall and be terminated as aforesaid, Tenant shall, with reasonable promptness absolved of obligations hereunder which have not accrued at the date possession is taken by the public entity; or (subject b) Continue to delays covered by matters beyond Tenant’s reasonable control), cause occupy the remainder of the Premises 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 fair rental value of the remainder will be repaired less than the rent required by this Lease, the minimum monthly rent and restored adjusted minimum monthly rent shall be reduced to the fair rental value as of the date possession of the part is taken by the public entity. Tenant shall give notice in writing of its election to terminate this Lease hereunder within thirty (30) days of the date 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 shall remain in full force and effect except that the minimum monthly rental shall be reduced as provided in this section. If it continues to occupy the remainder, Tenant, whether or not the award upon the taking by condemnation is sufficient for the purpose, shall, at its expense, within a reasonable period of time, commence and complete architectural unit restoration of the remainder of the leased premises as nearly as commercially reasonably possible to their its value, condition and character immediately prior to such taking; provided, provided however, that in the case of a taking for temporary use, Tenant shall comply with not be required to effect restoration until such taking is terminated. Tenant shall submit to Landlord its plans for the provisions of Section 7.2 above. For such purposes, in the event that Tenant encumbers its interest in the Premises, the full amount restoration 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 remainder within ninety (90) days of the Tenant’s Interest in date possession of 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 part is taken by the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageepublic entity.

Partial Taking. Unless If title to the fee of less than the whole of the Leased Premises shall be so taken or condemned, which nevertheless renders the Leased Premises Unsuitable for Its Primary Intended Use, Tenant and Landlord 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 the date of vesting of title in, such Condemnor, whichever first occurs, to terminate this Lease as of 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 terminated apportioned as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of the date the Lease shall have been so terminated. If there is a Taking of a portion of the Leased Premises to be repaired by Condemnation such that the Leased Premises is not thereby rendered Unsuitable for Its Primary Intended Use, the Landlord at its sole discretion may (a) terminate this Lease, or (b) have this Lease remain in effect and restored to Landlord shall restore the 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 commercially reasonably may be possible to their value, condition and character under the circumstances) as the Leased Premises existing immediately prior to such taking, provided that Tenant Condemnation or Taking. Landlord shall comply with commence the provisions of Section 7.2 above. For such purposes, in restoration process for the event that Tenant encumbers its interest in the Premises, the full amount 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 Interest in the Award will be deposited with the Leasehold Mortgageeown expense, and Leasehold Mortgagee shall disburse such Award diligently prosecute the same to be applied towards completion. If Tenant elects to undertake the cost restoration of such repairs and restorations in accordance with the procedures set forth in Section 7.3 above. Any Leased Premises so Condemned or Taken, it shall restore the untaken portion of the Tenant’s Interest Building Shell in which the Award Leased Premises are located so that such Leased Premises shall not 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 such Condemnation or Taking. Tenant shall have been expended the right to be reimbursed from the proceeds for such repairs Condemnation or restorations shall be paid Taking, for its external expenses related to Landlord in respect of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageerestoration.

Partial Taking. Unless (a) Tenant may, at its election, terminate this Lease shall be terminated as aforesaidupon the occurrence of any condemnation, Tenant shallor conveyance in lieu of condemnation, with reasonable promptness which affects: (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder i) Twenty percent (20%) or more of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that Tenant shall comply with the provisions floor area of Section 7.2 above. For such purposes, in the event that Tenant encumbers its interest in the Premises, the full amount ; (ii) Twenty percent (20%) or more of the Tenant’s Interest in parking areas of 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. Real Estate shown on EXHIBIT "B" attached hereto; or (iii) Any portion of the Tenant’s Interest in the Award that shall not have been expended for such repairs or restorations shall be paid Premises whose condemnation would materially affect ingress to Landlord in respect of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in 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 Interest in the Award 's election within thirty (30) days after Tenant; shall receive notice of such pending condemnation. If Tenant fails to give Landlord such written notice within such thirty (30) day period, Tenant shall be disbursed conclusively deemed to have elected not to terminate this Lease. Notwithstanding any termination of this Lease by Tenant hereunder, Tenant, at its election, may continue to occupy the Premises, subject to the terms 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, that any such notice of termination by Landlord shall be ineffective, and this Lease shall remain in full force and 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 provisions 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, at its election, may continue to occupy the Premises, subject to the terms and conditions of this Lease, for the period between the date of such leasehold mortgage, taking and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in date when possession of the Award property to be applied to condemned shall be taken by the repayment of Tenant’s indebtedness to Leasehold Mortgageeappropriate authority.

Partial Taking. Unless If a portion of the Premises is condemned 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 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 terminated, restoration work shall be commenced as soon as reasonably possible and thereafter shall proceed without interruption except for work stoppages on account of labor disputes and matters beyond Landlord’s reasonable control, and be completed within ninety (90) days thereafter. If the Landlord fails to complete restoration within the time provided, Tenant may elect to terminate this Lease after thirty (30) days after Tenant’s notice to terminate is delivered to Landlord. Nevertheless, this Lease shall be terminated as aforesaid, Tenant shall, with reasonable promptness not terminate if Landlord substantially completes the restoration and delivers occupancy to tenant within the thirty (subject 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 delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder balance of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such in anticipation of taking, provided that Tenant the rent shall comply with be reduced in proportion to the provisions reduction in value of Section 7.2 abovethe Premises as an economic unit on account of the partial taking. For such purposesIf the parties are unable to agree on the amount of the reduction of rent, each shall appoint one appraiser, and each appraiser shall appoint a third appraiser, and the appraisers shall determine the rental value. (4) If a portion of Landlord’s property not included in the event that Tenant encumbers its interest in Premises is taken, and severance damages are awarded on account of the Premises, or an award is made for detriment to the full amount Premises as a result 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 activity by a public body not involving a physical taking of such repairs and restorations in accordance with the procedures set forth in Section 7.3 above. Any any portion of the Tenant’s Interest in the Award that shall not have been expended for such repairs or restorations Premises, this shall be paid regarded as a partial condemnation to Landlord in respect of Landlord’s Interest which Section 9.1(1) and to Tenant in respect of Tenant’s Interest. Notwithstanding 9.1(3)apply, and the foregoing rent shall be reduced to the contraryextent of reduction in rental value, in if any, of the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageePremises as though a portion had been physically taken.

Partial Taking. Unless this Lease shall be terminated as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder If less than substantially all of the Premises be so taken or condemned, this Lease and the term hereof shall continue without abatement of the Rental or diminution of any of Tenant's obligations hereunder. Tenant, at its own cost and expense, whether or not the award or awards, if any, shall be sufficient for the purpose, 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 repaired and restored to a complete complete, rentable, self-contained architectural unit as nearly as commercially reasonably possible to their value, in good condition and character repair and reasonably comparable to the condition as it existed immediately prior to such takingcondemnation. In the event of any taking or condemnation as in this Section provided, provided the entire award or the aggregate of the separate awards to Landlord and Tenant, 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 provisions and limitations in this Article, Landlord agrees to make available so much of that Tenant portion of the awards actually received and held by Landlord, if any, less all necessary and proper expenses paid or incurred by Landlord or the holder of any Mortgage in the condemnation proceedings, 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 comply be done in accordance with and subject to the provisions of Section 7.2 aboveArticles 7, 8 and 13 hereof. For such purposes, Payments to Tenant as aforesaid shall be disbursed 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 manner set forth in Section 7.3 aboveArticles 7 and 8 hereof. Any If the portion of the award made available by 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’s Interest in . Any balance of the Award that shall not have been expended award remaining after repair and restoration is completed and paid for such repairs or restorations shall be paid to Landlord Landlord. In no event shall there be any abatement or reduction of Rental by reason of any taking or condemnation of the kind referred to in respect of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageethis Section.

Partial Taking. Unless In the event any part of the Demised Premises, or 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 the Demised Premises remaining would be unsatisfactory for Tenant’s business operation, Tenant may terminate this Lease upon written notice to Landlord without further liability under this Lease, except for such obligations as may be due as of the date of termination, and Landlord shall be terminated 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 aforesaid, close to their condition as existed prior to the taking as is feasible. Commencing on the date Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause relinquishes possession of that portion of the Demised Premises taken and during the remainder of the Premises Term, rent shall be reduced (i) in proportion to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that 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 Demised Premises lost, except that there shall be no reduction for a de minimus taking, or (ii) if Tenant shall elect, in proportion to the effect of the loss of such area on 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 Interestbusiness. Notwithstanding the foregoing 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 exclusive possession of the Demised Premises is delivered to Tenant, or (ii) the date on which Tenant reopens its business to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageepublic.

Partial Taking. Unless If title to less than the whole of the Leased Property is condemned, and the Leased Property is still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Lessee or Lessor is entitled but neither elects not to terminate this Lease as provided in SECTION 15.3, Lessee at its cost shall be terminated as aforesaidwith all reasonable dispatch, Tenant shallbut only to the extent of any condemnation awards made available to Lessee and any other sums advanced by Lessor pursuant to the next sentence, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder untaken portion of the Premises to be repaired and restored to any Improvements so that such Improvements constitute a complete architectural unit of the same general character and condition (as nearly as commercially reasonably may be possible to their value, condition and character under the circumstances) as the Improvements existing immediately prior to such takingthe Condemnation. If the condemnation awards are not adequate to restore the Facility to that condition, provided that Tenant each of Lessor and Lessee shall comply with have the provisions of Section 7.2 above. For such purposesright to terminate this Lease, without in the event that Tenant encumbers its interest any way affecting any other leases in the Premiseseffect between Lessor and Lessee, 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 foregoing by giving Notice to the contraryother; provided, in however that, if such termination is by Lessee, Lessor shall have the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee mayright, in its reasonable sole discretion, direct that to nullify the Tenant’s Interest termination and keep this Lease in full force by providing, within thirty (30) days after Lessee's Notice of termination, a Notice to Lessee of Lessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the Award be applied condemnation awards. If this Lease is not terminated and Lessee restores the Facility, the condemnation awards, and any other sums made available by Lessor as aforesaid, subject to the repayment terms of Tenant’s indebtedness any lender mortgage, shall be held in trust by Lessor and paid out by Lessor from time to Leasehold Mortgageetime 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 Lessor 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 Lessor and Lessee in proportion to the then fair market values of the respective estates and interests of Lessor and Lessee in and to the Leased Property and under this Lease.

Partial Taking. Unless If any portion of the Premises is taken by condemnation, this Lease shall be terminated as aforesaidremain in effect, except Tenant shallcan elect to terminate this Lease if the taking is substantial; that is, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause if the remainder 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 repaired 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 taking. If Tenant elects to terminate this Lease as provided in this paragraph, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days following receipt of written If any portion of the Premises is taken by condemnation, and this Lease remains in full force and effect, on the date of taking, monthly rent shall be reduced by 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 use of the Premises; and, after completion of restoration, rent shall be restored to a complete architectural unit as nearly as commercially reasonably possible to their valueprecondemnation levels. Notwithstanding any other provision contained in this paragraph, condition Landlord shall not be responsible or obligated to, in the course of any restoration work hereunder, replace or repair any Tenant improvements, fixtures and/or equipment of Tenant or any subtenant. Both Landlord and character immediately prior to such taking, provided that Tenant shall comply with hereby waive the provisions of Code of Civil Procedure Section 7.2 above. For such purposes1265.130, which allow either party to petition the Superior Court to terminate this Lease in the event that Tenant encumbers its interest in of a partial taking of 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgagee.

Partial Taking. Unless On a partial taking, this Lease lease shall remain in full force and effect, covering the remaining property, except that the net rent shall be terminated reduced in the same ratio as aforesaidthe dollar amount of the award, 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 alterations, Tenant shallshall repair, alter, modify, or reconstruct the improvements (hereafter referred to as restoring) so as to make them reasonably suitable for Tenant’s continued occupancy for the uses and purposes for which the Premises are leased. If the 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 reasonable promptness an escrow agent acceptable to both parties (acceptance not to be unreasonably withheld) and shall be distributed and disbursed in the following order to priority: First, to Landlord and Tenant, as herein provided, reimbursement of all costs and expenses of collection of the award, 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 costs and expenses are reasonably incurred by Tenant, plus any amount awarded for detriment to business. Third, to the leasehold mortgagee, such sum as is necessary to reduce the principal amount of the lien of the leasehold mortgagee to not more than the appraised fair market value of the improvements (subject to delays covered the remaining term of this lease) upon completion of such restoration. Fourth, the remainder shall be divided between Landlord and Tenant in the ratio, as nearly as practicable, which (i) the then value of Landlord’s interest in the Premises including its interest under this lease as determined by matters beyond appraisal as provided below bears to (ii) the then value of Tenant’s reasonable control), cause interest in the improvements constructed on the Premises and under this lease for the remainder of the Premises to be repaired and restored to a complete architectural unit lease term determined by appraisal as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided below (provided that 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 share thereof shall be paid to Landlord in respect of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing subject to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions rights of such all leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageemortgagees).

Partial Taking. Unless 14.3.1 In the event any portion or portions of the Premises shall be taken under the exercise of the power of eminent domain or by agreement with any condemnor in lieu of such taking (herein called a “Partial Taking”) then this Lease, only as to the portion or portions so taken, shall terminate as of the date possession thereof shall be delivered to the condemnor, and Rent shall be abated from that date with respect to the portion or portions so taken, but otherwise this Lease shall be terminated remain in full force and effect. Notwithstanding the foregoing, if as aforesaida result of such Partial Taking, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond determines in the exercise of Tenant’s reasonable control), cause 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 from the date possession of the part taken shall be delivered to the condemnor, (b) such Partial Taking shall be deemed to be repaired and restored to treated as a complete architectural unit as nearly as commercially reasonably possible to their valueTotal Taking, condition and character immediately prior to such taking, provided that (c) Tenant shall comply with the provisions of Section 7.2 above. For such purposes, in 17 hereof as to 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 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 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 otherwise relieve Tenant from any of Tenant’s Interest 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 Award that shall not have been expended for such repairs or restorations Premises and this Lease shall be paid to Landlord in respect of Landlord’s Interest and to . Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with entitled to any award which the terms and provisions of such leasehold mortgagecondemnor may make, and Leasehold Mortgagee maywhich shall be provided for by law, specifically for the Improvements and Excluded Fixtures for which Title remains vested in its reasonable discretionTenant, direct that provided the Tenant’s Interest in same are not deducted from the Award be applied award otherwise payable to the repayment of Tenant’s indebtedness to Leasehold MortgageeLandlord.

Partial Taking. Unless In the event that only a part of the 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 affected, then (a) Landlord may, at Landlord's option, terminate this Lease Term as of the date of such vesting of title by notifying Tenant in writing of such termination within sixty (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 of a substantial part of the Demised Premises or of a substantial part of the means of access thereto, [or restoration will not be completed within ninety (90) days Tenant may, at Tenant's option, by delivery of notice in writing to Landlord within sixty (60) days following the date on which Tenant shall have received notice of vesting of title, terminate this Lease Term as of the date of vesting of title, or (c) if neither Landlord nor Tenant elects to terminate this Lease, as aforesaid, this Lease shall be and remain unaffected by such condemnation or taking, except that the Base Rent payable under Article l and Additional Rent payable under Article 3 shall be abated to the extent hereinbefore provided in this Article l 5. In the event that only a part of the Demised Premises shall be so condemned or taken and this Lease Term and estate hereby granted with respect to the remaining portion of the Demised Premises are not terminated as aforesaidhereinbefore provided, Tenant shallLandlord will, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control)diligence and at Landlord's expense, cause restore the remainder remaining portion of the Premises to be repaired and restored to a complete architectural unit Demised Premises, as nearly as commercially reasonably possible practicable, to their value, the same condition and character immediately as it was in prior to such condemnation or taking, provided that 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgagee.

Partial Taking. Unless this Lease shall be terminated as aforesaidIf the fee of a substantial part but less than all of the ▇▇▇▇▇▇ Complex, Tenant shallother improvements or real property of which the Premises are a part and the land underlying the same is so condemned or appropr!ated, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause and if the remainder of the Premises to can reasonably be repaired used for substantially the same purposes and restored to a complete architectural unit in substantially the same manner, except for the amount of floor space, as nearly as commercially reasonably possible to their value, condition and character immediately the Premises prior to such takingcondemnation or appropriation, provided that Tenant then this Lease shall comply continue in full force and effect without change, with respect to the provisions remaining portion of Section 7.2 above. For such purposes, in the event that Tenant encumbers its interest in the Premises, except that Minimum Rent shall be equitably adjusted. The foregoing notwithstanding, the full amount Landlord at its option, may notify Tenant of the Tenant’s Interest in the Award will be deposited with the Leasehold Mortgageeits desire to terminate this Lease, and Leasehold Mortgagee shall disburse such Award termination to be applied towards effective on date set by Landlord. If this Lease shall so continue, the Landlord shall, at its own cost of such repairs and restorations in accordance expense, with reasonable promptness, repair and/or rebuild the procedures set forth in Section 7.3 above. Any remaining portion of the Tenant’s Interest Premises; provided, however, that the Landlord shall in the Award that shall not have been expended no event be required to expend for such repairs 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 which is free and clear to Landlord of any demand by mortgage, mortgages or restorations other secured parties for the value of the diminished fee. If, during the performance of any such work, the business of the Tenant is substantially interrupted, Minimum Rent shall be paid equitably 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 in respect of Landlord’s Interest and the Tenant shall each have the option to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing terminate this Lease by written notice to the contrary, in other within ninety (90) days after the event Tenant encumbers its interest in the Premisesdate of taking. If any such notice be given, the Tenant’s Interest Lease shall terminate at the end of the month in which occurs the Award shall be disbursed in accordance with thirtieth (30th) day after the terms and provisions giving of such leasehold mortgagenotice. The foregoing notwithstanding, and Leasehold Mortgagee maythe Landlord, in at its reasonable discretionoption, direct that the Tenant’s Interest in the Award may notify Tenant of its desire to terminate this Lease, such termination to be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageeeffective on date set by Landlord.

Partial Taking. Unless If title to less than the whole of the Leased -------------- Property is condemned, and the Leased Property is still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Lessee or Lessor is entitled but neither elects to terminate this Lease as provided in Section 15.3, Lessee at its cost shall be terminated as aforesaidwith all reasonable dispatch, Tenant shallbut only to the extent of any condemnation awards made available to Lessee and other sums advanced by Lessor pursuant to the next sentence, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder untaken portion of the Premises to be repaired and restored to any Leased Improvements so that such Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as commercially reasonably may be possible to their value, condition and character under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. If the condemnation awards are not adequate to restore the Facility as aforesaid, each of the Lessor and Lessee shall have the right to terminate this Lease, without in any way affecting any Other Leases for Other Properties then in effect between Lessor and Lessee, by giving Notice to the other; provided, however, that if such takingtermination is by Lessee, provided that Tenant Lessor shall comply with have the provisions of Section 7.2 above. For such purposesright, in the event that Tenant encumbers its interest Lessor's sole discretion, to keep this Lease in the Premisesfull force and effect by providing, the full amount within thirty (30) days after Lessee's Notice of termination, a Notice to Lessee of Lessor's unconditional, legally binding obligation to be responsible for all restoration costs in excess of the Tenant’s Interest condemnation awards. Lessor shall in the good faith seek a fair and equitable allocation of any Award will be deposited with the among restoration, taken Leasehold Mortgagee, Improvements and Leasehold Mortgagee other elements. Lessor shall disburse such Award contribute to be applied towards the cost of restoration that part of its Award specifically allocated to such repairs restoration, together with severance and restorations 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 shall not be terminated, the Base Rent shall be abated in the manner and to the extent that is fair, just and equitable to both Lessee and Lessor, taking into consideration, among other relevant factors, the number of usable rooms, 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 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 40.1 below 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageeresolution.

Partial Taking. Unless 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 total award made in such proceeding, including interest thereon, if any, and the rent and other terms of this Lease shall not be terminated as aforesaidreduced or affected in any way. Subject to the rights of Mortgagee, Tenant shallTenant, with reasonable promptness (subject at its sole expense, shall proceed to delays covered by matters beyond Tenant’s reasonable control)restore, cause repair, replace or rebuild the remainder remaining part of the Premises to be repaired and restored to a complete architectural unit demised premises as nearly as commercially reasonably possible to their value, the condition and character they were in immediately prior to such taking, provided to the extent that the same shall be feasible. The obligation of Tenant to make such restoration, repairs, ----------------------------------------------------------------------------------------------------------------------- replacements, or rebuilding shall comply with be conditioned upon the provisions of Section 7.2 above. For such purposes, payment to Tenant (or agreement to pay subject to conditions referred to in the event that Tenant encumbers its interest in next sentence) of the Premises, the full net amount of such award including interest thereon, if any, after deducting (a) the Tenant’s Interest in fair value of the Award will be deposited with the Leasehold Mortgageeland so taken, and Leasehold Mortgagee (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 disburse 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 Award to Mortgagee(s), which approval shall not be applied towards unreasonably withheld. The excess of any such award over the cost of such repairs restoration, repairs, replacements or rebuilding shall belong to Landlord, and restorations the cost of such restoration, repairs, replacements or rebuilding in accordance with the procedures set forth in Section 7.3 above. Any portion excess of the Tenant’s Interest in the Award that shall not have been expended for any such repairs or restorations award shall be paid to Landlord in respect of Landlord’s Interest and to Tenant in respect of borne by Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgagee.

Partial Taking. Unless If there is less than a constructive total taking of the Project 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 date of such taking the Annual Rent shall be terminated as aforesaidreduced by just proportion. Until the amount of the reduction in Annual Rent shall have been determined, Tenant shallshall continue to pay to Landlord the Annual Rent provided herein, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control)it being understood, cause however, that when the remainder amount of the Premises abatement is determined, Landlord shall refund to be repaired and restored Tenant the amount of Annual Rent paid from the date of the taking which is in excess of the amount to a complete architectural unit as nearly as commercially reasonably possible which the Annual Rent has been reduced by such abatement. Subject to their value, condition and character immediately prior 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 comply with be required to clear the provisions Premises 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, but not to exceed nine (9) months thereafter. Tenant shall provide written notice to Landlord of Section 7.2 above. For its election within thirty (30) days after final determination that the proceeds of such purposestaking will be less than the costs of restoration, and, in the event any event, within ninety (90) days after such taking, otherwise it will be deemed that Tenant encumbers its interest in the Premises, the full amount has elected to restore as provided herein. The award or awards payable for any taking of the Tenant’s Interest type described in the Award will be deposited with the Leasehold Mortgageethis Section 9.02, and Leasehold Mortgagee shall disburse such Award to be applied towards the cost less than reasonable costs of such repairs and restorations in accordance with the procedures set forth in Section 7.3 above. Any portion determination of the Tenant’s Interest in amount thereof (such net amount being hereinafter called the Award that shall not have been expended for such repairs or restorations "Condemnation Proceeds"), shall be paid to Tenant and Landlord in respect of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageeas their interests may appear.

Partial Taking. Unless this In the event of a Partial Taking during the term hereof (1) the rights of Tenant under the Lease and leasehold estate of Tenant in and to the portion of the Total Project taken shall cease and terminate as of the Date of Taking; (2) from and after the Date of Taking the Monthly Installment of rent shall be terminated as aforesaidan 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 shallshall 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, with reasonable promptness at Tenant's cost (subject allocated on a per square foot basis to delays covered by matters beyond Tenant’s reasonable controlthe portion of such Tenant Improvements taken), cause 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 Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that 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 and be the property of Landlord’s Interest and to Tenant in respect . In the event of Tenant’s Interest. Notwithstanding the foregoing a Partial Taking, Landlord shall restore, to the contraryextent solely of severance damages paid to Landlord from the condemnation Award, in 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 encumbers its interest in the Premises, the Tenant’s Interest in the Award shall have no right to terminate this Lease and there shall be disbursed in accordance with no reduction or abatement of the terms and provisions Monthly Installment of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageerent.

Partial Taking. Unless this Lease shall be terminated as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder If less than a substantial portion of the Leased Premises to be repaired or less than a substantial portion of the Building or Real Property is 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 restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that Tenant shall comply taking would not prevent or materially interfere 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 use of the Tenant’s Interest in Leased Premises or the Award will be deposited with Building or Real Property for the Leasehold Mortgageepurpose for which it was then being used, and Leasehold Mortgagee shall disburse such Award to be applied towards or if all or a substantial portion of the cost Leased Premises or all or a substantial portion of such repairs and restorations in accordance with the procedures Building or Real Property is taken as set forth in Section 7.3 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. Any In the event that Landlord or Tenant does not terminate this Lease as provided in the 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 option, terminate this Lease by delivering written notice of termination to Landlord and all further rights and obligations of the parties under this Lease (including, without limitation, all obligations to pay Rent for the unexpired portion of the Tenant’s Interest in Term) shall terminate effective as of the Award that date of the written notification. Landlord shall not have been expended no obligation to restore any Tenant Alterations. The Base Rent and Additional Rent payable under this Lease during the period 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 which the foregoing to the contrary, in the event Tenant encumbers its interest in the Leased Premises, or portions thereof, are untenantable will be adjusted to such an extent as is fair and reasonable under the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageecircumstances.

Partial Taking. Unless If title to the fee of less than the whole of the Leased Premises shall be so taken or condemned, which nevertheless renders the Leased Premises Unsuitable for Its Primary Intended Use, Tenant and Landlord 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 the date of vesting of title in, such Condemnor, whichever first occurs, to terminate this Lease as of 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 terminated apportioned as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of the date the Lease shall have been so terminated. If there is a Taking of a portion of the Leased Premises to be repaired by Condemnation such that the Leased Premises is not thereby rendered Unsuitable for Its Primary Intended Use, the Landlord at its sole discretion may (a) terminate this Lease, or (b) have this Lease remain in effect and restored to Landlord shall restore the 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 commercially reasonably may be possible to their value, condition and character under the circumstances) as the Leased Premises existing immediately prior to such taking, provided that Tenant Condemnation or Taking. Landlord shall comply with commence the provisions of Section 7.2 above. For such purposes, in restoration process for the event that Tenant encumbers its interest in the Premises, the full amount 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 Interest in the Award will be deposited with the Leasehold Mortgageeown expense, and Leasehold Mortgagee shall disburse such Award diligently prosecute the same to be applied towards completion. If Tenant elects to undertake the cost restoration of such repairs and restorations in accordance with the procedures set forth in Section 7.3 above. Any Leased Premises so Condemned or Taken, it shall restore the untaken portion of the Tenant’s Interest 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 such Condemnation or Taking. Tenant shall have the right to be reimbursed from the Award that shall not have been expended for such repairs Condemnation or restorations shall be paid Taking, for its external expenses related to Landlord in respect of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageerestoration.

Partial Taking. Unless this Lease shall be terminated as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder If any part of the Premises is taken for any public or quasi-public use under any statute or by right of eminent domain and 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 repaired 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 restored 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 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 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 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 any reason, Sublessee shall have the option to terminate this Sublease upon Notice to Sublessor. Monthly Rent due and payable hereunder shall be temporarily abated during such restoration period in proportion to the degree Sublessee is reasonably unable to use the Premises for the normal conduct of its business therein. as nearly as commercially reasonably possible determined by Sublessor's Architect pursuant to their value, condition and character immediately prior to such taking, provided that Tenant shall comply with Section 12.7. Each party hereby waives the provisions of Section 7.2 above. For such purposes, 1265 of the California Code of Civil Procedures and any present or future law allowing either party to petition the Superior Court to terminate this Sublease in the event that Tenant encumbers its interest in the Premises, the full amount of a partial taking 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 Building or restorations shall be paid to Landlord in respect of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgagee.

Partial Taking. Unless this Lease shall be terminated as aforesaidIn the event that (i) more than 25% of the Gross Leasable Area of the Premises, Tenant shallincluding the parking area serving the Premises, with reasonable promptness is taken under the power of eminent domain by any public or quasi-public authority, (subject to delays covered ii) by matters beyond Tenant’s reasonable control)reason of any appropriation or taking, cause regardless of the amount so taken, the remainder of the Premises is not one undivided parcel of property, or (iii) as a result of any taking, regardless of the amount so taken, the remainder of the Premises is rendered unsuitable for the continued operation of Tenant's business, either Landlord 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 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 repaired 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 restored Tenant, at Tenant's sole cost and expense, shall restore the remaining portion of the Premises as soon as possible to a complete architectural unit as nearly as commercially reasonably possible to their value, condition of like quality and character immediately as existed prior to such taking, provided that . Landlord agrees to reimburse 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 for the cost of such repairs and restorations restoration, but in accordance with no event shall Landlord's obligation to reimburse Tenant for the procedures set forth in Section 7.3 above. Any cost of restoring the remaining portion of the Tenant’s Interest Premises exceed the amount of award of compensation that Landlord receives for a partial taking of that portion of the Premises resulting in the Award that shall need for restoration. So long as this Lease is not have been expended for such repairs or restorations terminated in the manner provided above, there shall be paid to Landlord in respect an equitable adjustment of Landlord’s Interest and to the rent payable by Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions hereunder by reason of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that partial taking. Tenant hereby waives any statutory rights of termination which may arise by reason of any partial taking of the Tenant’s Interest in Premises under the Award be applied to the repayment power of Tenant’s indebtedness to Leasehold Mortgageeeminent domain.

Partial Taking. Unless (a) In the event of a Taking which does not result in a termination of this Lease pursuant to Sections 16.1 or 16.3, this Lease shall terminate and expire with respect only to the portion of 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 terminated 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 paid as aforesaida 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, Tenant shallincluding, with without limitation, reasonable promptness attorneys' fees and expenses; and (subject to delays covered by matters beyond Tenant’s reasonable control), cause ii) If the remainder of the Premises to proceeds without interest shall be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that 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 an amount of the Tenant’s Interest in the Award will be deposited with the Leasehold Mortgagee$10,000,000.00 or less, 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 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 in respect shall receive proceeds, it shall upon the request of Landlord’s Interest and Tenant deliver to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing a certificate stating that such proceeds have been deposited with Landlord pursuant to the contraryrequirements 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 remaining part of the Demised Premises to substantially their former condition, so as to constitute a complete structure suitable for the purposes the Demised Premises are being used for as of the date hereof. All repairs, alterations, restorations or demolition conducted by Tenant 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 in this Lease as the "Partial Restoration". (d) The conditions under which the Partial Restoration is to be performed and the 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 proceeds are deposited with Landlord, Landlord shall hold, apply, make available and pay over to Tenant the proceeds in the event Tenant encumbers its interest in same manner as is provided for Landlord with respect to Casualty Proceeds under the Premisesprovisions of Article 9 (except that no Voluntary Alterations shall be made with such condemnation proceeds) and upon the completion and payment of the cost of the Partial Restoration, the Tenant’s Interest in balance of the Award shall proceeds held by Landlord may be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgageeretained by Landlord.

Partial Taking. Unless this Lease shall be terminated as aforesaid, Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder of the Premises to be repaired and restored to If a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that 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 leased premises shall be paid taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof, and this Lease is not terminated as provided in section 8.1 above, Lessor shall restore and reconstruct the building and other improvements on the leased premises to Landlord 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 under the circumstances. Lessee shall have no claim to the condemnation award or proceeds in respect of Landlord’s Interest and to Tenant in respect of Tenant’s Interestlieu thereof. Notwithstanding the foregoing anything set forth herein to the contrary, 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, that condemnation proceeds are actually received by Lessor in connection with any such taking after payment of all of Lessor's reasonable costs and expenses in obtaining such condemnation proceeds. In the event that Lessor fails to restore or reconstruct the building and other improvements on the leased premises within one hundred twenty (120) working days from the date of such taking, Lessee shall have the right to terminate this Lease by delivering written notice of such termination to Lessor. Notwithstanding anything to the contrary contained hereinabove, Lessee shall have the right 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 the event Tenant encumbers its interest in leased premises and any other property which would otherwise be or become the Premisesproperty of Lessor upon the termination or expiration of 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 Tenant’s Interest in effect of reducing the Award shall award which Lessor would otherwise be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied entitled to the repayment of Tenant’s indebtedness to Leasehold Mortgageereceive under common law or applicable statutes.

Partial Taking. Unless If title to less than the whole of the Leased Property is condemned, and the Leased Property is still suitable for its Primary Intended Use, and not Uneconomic for its Primary Intended Use, or if Lessee or Lessor is entitled but neither elects not to terminate this Lease as provided in SECTION 14.3, Lessee at its cost shall be terminated as aforesaidwith all reasonable dispatch, Tenant shallbut only to the extent of any condemnation awards made available to Lessee and any other sums advanced by Lessor pursuant to the next sentence, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause restore the remainder untaken portion of the Premises to be repaired and restored to any Improvements so that such Improvements constitute a complete architectural unit of the same general character and condition (as nearly as commercially reasonably may be possible to their value, condition and character under the circumstances) as the Improvements existing immediately prior to such takingthe Condemnation. If the condemnation awards are not adequate to restore the Facility to that condition, provided that Tenant each of Lessor and Lessee shall comply with have the provisions of Section 7.2 above. For such purposesright to terminate this Lease, without in the event that Tenant encumbers its interest any way affecting any other leases in the Premiseseffect between Lessor and Lessee, 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 foregoing by giving Notice to the contraryother; provided, in however that, if such termination is by Lessee, Lessor shall have the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee mayright, in its reasonable sole discretion, direct that to nullify the Tenanttermination and keep this Lease in full force by providing, within thirty (30) days after Lessee’s Interest Notice of termination, a Notice to Lessee of Lessor’s unconditional, legally binding obligation to be responsible for all restoration costs in excess of the Award be applied condemnation awards. If this Lease is not terminated and Lessee restores the Facility, the condemnation awards, and any other sums made available by Lessor as aforesaid, subject to the repayment terms of Tenant’s indebtedness any lender mortgage, shall be held in trust by Lessor and paid out by Lessor from time to Leasehold Mortgageetime 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 Lessor 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 Lessor and Lessee in proportion to the then fair market values of the respective estates and interests of Lessor and Lessee in and to the Leased Property and under this Lease.

Partial Taking. Unless Upon the occurrence of any Partial Taking, this Lease shall be terminated as aforesaidcontinue 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 Tenant, and Tenant shall, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause the remainder regardless of the adequacy of the award, make repairs in accordance with the requirements of Section 5.4(a) hereof so that, thereafter, the Premises to be repaired and restored to a complete architectural unit shall be, as nearly as commercially reasonably possible to their valuepossible, in a condition and character as good as the condition thereof immediately prior to such takingTaking, provided that Tenant shall comply with the provisions of Section 7.2 above. For but, if 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Net Award shall be disbursed in accordance with excess of One Hundred Thousand Dollars ($100,000), the terms and provisions of such leasehold mortgageproceeds shall be held by Landlord or a proceeds trustee (which may be Lender or Lender's designee, or a bank or trust company designated by Landlord), and Leasehold Mortgagee maypaid 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 Tenant in connection therewith (a) if such Partial Taking occurs during the last 49th through 60th months of the Primary Term or any Extended Term, in its reasonable discretion20% of the excess Net Award shall be delivered to Landlord and the balance shall be delivered to Tenant; (b) if such Partial Taking occurs during the last 37th through 48th months of the Primary Term or any Extended Term, direct that 40% of the excess Net Award shall be delivered to Landlord and the balance shall be delivered to Tenant’s Interest in ; (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 applied delivered to Landlord and the repayment balance shall be delivered to Tenant; (d) if such Partial Taking occurs during the 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 the balance shall be delivered to Tenant’s indebtedness ; 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 Leasehold MortgageeLandlord.

Partial Taking. Unless If title to the fee of less than the whole of a Facility shall be so taken or condemned, Lessees shall give Lessor Notice of such partial Taking or Condemnation within five (5) Business Days of the occurrence thereof. If such Facility is still suitable for its Primary Intended Use, or if Lessees or Lessor shall be entitled, but shall not elect, to terminate this Lease as provided in Section 15.3 hereof, Lessees, at their own cost and expense, shall be terminated as aforesaid, Tenant shall, with all reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control), cause dispatch restore the remainder untaken portion of the Premises to be repaired and restored to any Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as commercially reasonably may be possible to their value, condition and character under the circumstances) as the Leased Improvements existing immediately prior to such taking, provided that Tenant Condemnation or Taking. Lessees shall comply with commence the provisions of Section 7.2 above. For such purposes, in the event that Tenant encumbers its interest in the Premises, the full amount restoration of the Tenant’s Interest in Facility within sixty (60) days of the Award will be deposited with the Leasehold Mortgageepartial Taking, and Leasehold Mortgagee shall disburse complete the restoration within one hundred eighty (180) days of such Award partial Taking. Lessor shall contribute to be applied towards the cost of restoration such repairs portion of the Award as is made therefor, if any, together with severance and restorations other damages awarded for taken Leased Improvements; provided, however, 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 accordance with an amount less than Two Hundred Fifty Thousand Dollars ($250,000.00), Lessor shall pay the procedures same to Lessees upon completion of such restoration. As long as no Event of Default has occurred hereunder, if the Award is in an amount more than Two Hundred Fifty Thousand Dollars ($250,000.00), Lessor shall make the Award available to Lessees in the same manner as is provided in Section 14.9 for Net Proceeds in excess of Two 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 Section 15.5, then Lessees 60 62 shall be deemed to have elected 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 Minimum Rent shall be reduced as set forth in Section 7.3 above. Any portion of 15.3 hereof and the Tenant’s Interest in the Award that Additional Charges attributable to such Facility 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold Mortgagee.cease..

Partial Taking. Unless (a) If, during the Lease Term, more than five percent (5%) of the 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 Premises is reduced 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 Date of Taking. Such option to terminate shall be terminated exercisable by Lessee by giving written notice to Lessor within thirty (30) calendar days after the Date of Taking, which notice shall provide for a 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 the Termination Date and Lessor shall refund any rent payments as aforesaid, Tenant shall, with reasonable promptness shall have been paid in advance which cover a period subsequent to the Termination Date. (subject to delays covered by matters beyond Tenant’s reasonable control), cause b) In the remainder event that any portion of the 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 the Minimum Monthly Rent shall thereafter be reduced proportionately; and (ii) Lessor shall be entitled to be repaired receive the condemnation proceeds attributable to the improvements taken, together with any damages paid by the condemning authority for the cost of repairs, alterations and restored reconstruction of the remaining improvements. (c) Nothing herein contained shall prevent Lessor and Lessee from prosecuting claims in any condemnation proceedings for the value of their respective interests. Subject to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character immediately prior to such taking, provided that Tenant shall comply with the provisions of Section 7.2 Subsection (b), 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 Lessor shall be paid to Landlord in respect of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing entitled to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied condemnation award attributable to the repayment real property and Lessee for the taking of Tenant’s indebtedness its Furnishings, Alterations, leasehold estate, loss of business or other award not related to Leasehold Mortgageethe interests of Lessor.

Partial Taking. Unless If there is a Taking of a portion of the Leased Property by Condemnation such that the Facility is not thereby rendered Unsuitable for 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 terminated 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 aforesaidand when due. If, Tenant shallhowever, the Facility is thereby rendered Unsuitable for Its Primary Intended Use, Lessee shall have the right (a) to take such proceeds of any Award as shall be necessary and restore the Facility, at its own expense, to the extent possible, to substantially the same condition as existed immediately before the partial Taking or such other condition consistent with reasonable promptness 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 (subject b) to delays covered offer to substitute a new property pursuant to and in accordance with the provisions of Article XX. Lessee shall exercise its option by matters beyond Tenant’s reasonable controlgiving 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 substitute for the Leased Property within 30 days after receipt of the notice described in the preceding sentence, Lessee shall either (a) withdraw its offer to substitute for the Leased Property and within 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), cause acquire the remainder Leased Property from Lessor for a purchase price equal to the Minimum Repurchase Price of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character Leased Property immediately prior to such taking, provided that 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 foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageeTaking.

Partial Taking. Unless If a Partial Taking occurs, this Lease shall not terminate or be terminated affected in any way, except as aforesaidprovided in this Section 24(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 shallwill, with reasonable promptness (subject to delays covered by matters beyond Tenant’s reasonable control)at its sole cost and expense, cause Restore the remainder of the Premises to be repaired and restored to a complete architectural unit Improvements as nearly as commercially reasonably possible practicable to their valuethe condition, condition quality and character class they were in immediately prior to before such takingPartial Taking, provided that or with such Alterations as the Tenant shall comply elect to make in conformity with the provisions of Section 7.2 above15 hereof. For Such Restoration shall be commenced promptly and prosecuted with reasonable diligence. 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, 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 purposesLeasehold 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 event that Tenant encumbers its interest in order of priority of the PremisesLiens held by the NCMC Hospital Mortgagee to the extent required by the NCMC Hospital Leasehold Mortgage and then to Tenant. If the Partial Taking involves a Parcel other than the NCMC Hospital Property, the full amount Lien of the Tenant’s Interest in NCMC Hospital Leasehold Mortgage shall not extend to such Condemnation Proceeds, neither Tenant nor the Award will be deposited with the Leasehold Mortgagee, and NCMC Hospital Leasehold Mortgagee shall disburse such Award be entitled to be applied towards the cost of such repairs and restorations in accordance with the procedures set forth in Section 7.3 above. Any receive any portion of the Tenant’s Interest in Condemnation Proceeds and all of the Award that shall not have been expended for such repairs or restorations Condemnation Proceeds shall be paid to Landlord in respect of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed applied in accordance with the terms and provisions of the Basic Sublease for the Parcel which is subject of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageePartial Taking.

Partial Taking. Unless If there is a Taking of a portion of the Leased Property by Condemnation, this Lease shall be terminated remain in effect if the Facility is not thereby rendered Unsuitable for its Primary Intended Use. If, however, such Taking substantially impairs Lessee's ability to use the Facility for its Primary Intended Use, Lessee shall have the option (a) to restore the Facility, at its own expense, to the extent possible, to substantially the same condition as aforesaidexisted immediately before the partial Taking, or (b) so long as Lessee is not in default of any 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 shall, with reasonable promptness (subject Leases to delays covered by matters beyond Tenant’s reasonable control), cause acquire the remainder Leased Property from Lessor for a purchase price equal to the Fair Market Value Purchase Price of the Premises to be repaired and restored to a complete architectural unit as nearly as commercially reasonably possible to their value, condition and character Leased Property immediately prior to such taking, provided that Tenant shall comply with the provisions of Section 7.2 above. For such purposespartial Taking, in which event this Lease shall terminate upon payment of the purchase price. Lessee shall exercise its option by giving Lessor notice thereof within sixty (60) days after Lessee receives notice of the Taking. In the event that Tenant encumbers its interest in Lessee exercises the Premisesoption to purchase the Leased Property pursuant to this Section 15.4, 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 terms set forth in Section 7.3 above. Any portion Article XVIII shall apply and the sale/purchase must be closed within thirty (30) days after the date of the Tenant’s Interest written 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. So long as Lessee does not exercise its option to purchase as set forth in this Section 15.4, if the Facility cannot be returned to substantially the level of service existing prior to any partial taking within thirty (30) days from the Date of Taking, the Base Rent due hereunder, to the extent not covered by an Award that paid to Lessor, shall be 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 have been expended continue for such repairs or restorations shall be paid to Landlord in respect a period longer than sixty (60) days from the Date of Landlord’s Interest and to Tenant in respect of Tenant’s Interest. Notwithstanding the foregoing to the contrary, in the event Tenant encumbers its interest in the Premises, the Tenant’s Interest in the Award shall be disbursed in accordance with the terms and provisions of such leasehold mortgage, and Leasehold Mortgagee may, in its reasonable discretion, direct that the Tenant’s Interest in the Award be applied to the repayment of Tenant’s indebtedness to Leasehold MortgageeTaking.