Common use of Substantial Condemnation Clause in Contracts

Substantial Condemnation. If (i) the entire Premises is taken by Condemnation, (ii) a portion of the Buildings located on the Premises is taken by Condemnation or (iii) more than 50% of that portion of the Premises not occupied by such Buildings is taken by Condemnation and shall render the Premises unsuitable for restoration for continued use and occupancy in Tenant’s business, then Tenant, may, not later than ninety (90) days after the first date the Condemnor has the right to immediate possession of the portion of the Premises affected by such Condemnation, deliver to Landlord notice of its intention (“Notice of Intention”) to terminate this Lease not less than sixty (60) days after the delivery of such notice (the “Condemnation Termination Date”). If Tenant delivers the Notice of Intention in a timely manner, this Lease shall terminate on the Condemnation Termination Date upon payment by Tenant of all Base Rent as may be offset by Charity Care provided (each prorated, if for less than a full Lease Year), Additional Rent and other sums due and payable hereunder to and including the Condemnation Termination Date, and the Net Proceeds shall belong to Landlord. In the event Tenant does not deliver the Notice of Intention to Landlord within the timeframe required herein or does not have the right to give notice of its intention to terminate this Lease as provided in this Section XVII.B, this Lease shall remain in full force and effect and Landlord shall make the entire amount of the Net Proceeds available to Tenant as may be reasonably necessary to repair or restore the Premises (as nearly as may be practicable under the circumstances) to the condition, and character thereof immediately prior to such Condemnation. In the event of any temporary Condemnation, this Lease shall remain in full effect and Tenant shall be entitled to receive the Net Proceeds allocable to such temporary Condemnation, except that any portion of the Net Proceeds allocable to the period after the expiration of the Lease Term or termination of the Lease shall be paid to Landlord.

Substantial Condemnation. If (i) the entire Premises is taken by Condemnationa Condemnation shall, (ii) in Lessee's good faith judgment, affect all or a portion of the Buildings located on the Premises is taken by Condemnation or (iii) more than 50% of that substantial portion of the Premises not occupied by such Buildings is taken by Condemnation and shall render the Premises unsuitable for restoration for continued use and occupancy in Tenant’s Lessee's business, then Tenant, Lessee may, not later than ninety (90) 60 days after the first date the Condemnor a determination has the right been made as to immediate when possession of the portion of the Premises affected by must be delivered with respect to such Condemnation, deliver to Landlord Lessor (i) notice of its intention (“"Notice of Intention”") to terminate this Lease on the next rental payment date which occurs not less than sixty (60) 60 days after the delivery of such notice (the “"Condemnation Termination Date”"), (ii) a certificate of an authorized officer of Lessee describing the event giving rise to such termination and stating that Lessee has determined that such Condemnation has rendered the Premises unsuitable for restoration for continued use and occupancy in Lessee's business, (iii) documentation to the effect that termination of this Lease will not be in violation of any agreement in effect as of the Condemnation Termination Date with which Lessee is obligated to comply pursuant to this Lease, and (iv) if the Condemnation Termination Date occurs during the Primary Term, an irrevocable offer by Lessee to Lessor to purchase on the Condemnation Termination Date any remaining portion of the Premises and the Net Proceeds, if any, payable in connection with such Condemnation (or the right to receive the same when made, if payment thereof has not yet been made), at a price equal to twelve (12) times the then annual Basic Rent. If Tenant delivers either (1) Lessor shall reject such offer by notice given to Lessee not later than 15 days prior to the Notice of Intention in a timely mannerCondemnation Termination Date or (2) the Condemnation Termination Date occurs during any Extended Term, this Lease shall terminate on the Condemnation Termination Date Date, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to the Condemnation Termination Date, upon payment by Tenant Lessee of all Base Rent as may be offset by Charity Care provided (each proratedBasic Rent, if for less than a full Lease Year), Additional Rent additional rent and other sums due and payable hereunder to and including the Condemnation Termination Date, and the Net Proceeds shall belong to LandlordLessor. Unless Lessor shall have rejected such offer in accordance with this Section, Lessor shall be conclusively considered to have accepted such offer, and, on the Condemnation Termination Date, the Lease shall terminate and there shall be conveyed to Lessee or its designee the remaining portion of the Premises, if any, and there shall be assigned to Lessee or its designee all its interest in the Net Proceeds, pursuant to and upon compliance with Section 6.01. In the event Tenant Lessee does not deliver the Notice of Intention to Landlord within the timeframe required herein or does not have the right to give notice of its intention to terminate this Lease as provided in this Section XVII.BLessor, this Lease Lessor shall remain in full force and effect and Landlord shall make the entire amount permit so much of the Net Proceeds available to Tenant as may be reasonably necessary to be utilized by Lessee to repair or restore the Premises (as nearly as may be practicable under the circumstances) to the condition, and character thereof immediately prior to such Condemnation. In the event of any temporary Condemnation, this Lease shall remain in full effect and Tenant shall be entitled to receive the Net Proceeds allocable to such temporary Condemnation, except that any portion of the Net Proceeds allocable to the period after the expiration of the Lease Term or termination of the Lease shall be paid to LandlordPremises.

Substantial Condemnation. If (i) the entire Premises is taken by Condemnationa Condemnation shall, (ii) in Tenant's good faith judgment, affect all or a portion of the Buildings located on the Premises is taken by Condemnation or (iii) more than 50% of that substantial portion of the Premises not occupied by such Buildings is taken by Condemnation and shall render the Premises unsuitable for restoration for continued use and occupancy in Tenant’s 's business, then Tenant, mayTenant shall, not later than ninety thirty (9030) days after the first date the Condemnor has the right to immediate possession of the portion of the Premises affected by such Condemnation, deliver to Landlord (i) notice of its intention (“Notice of Intention”) to terminate this Lease not less than sixty (60) days on the rental payment date immediately after the delivery of any such notice Condemnation occurs (the “"Condemnation Termination Date”"); (ii) a certificate of an authorized officer of Tenant describing the event giving rise to such termination and stating that Tenant has determined that such Condemnation has rendered the Premises unsuitable for restoration for continued use and occupancy in Tenant's business; and (iii) documentation to the effect that termination of this Lease will not be in violation of any agreement then in effect with which Tenant is obligated to comply pursuant to this Lease. If Tenant delivers the Notice of Intention in a timely manner, this This Lease shall terminate on the Condemnation Termination Date Date, except with respect to obligations and liabilities of Tenant hereunder, actual or contingent, which have arisen on or prior to the Condemnation Termination Date, upon payment by Tenant of all Base Rent as may be offset by Charity Care provided (each prorated, if for less than a full Lease Year)Basic Rent, Additional Rent and other sums due and payable hereunder to and including the Condemnation Termination Date, Date and the Net Proceeds shall belong to Landlord. In the event Tenant does not deliver the Notice of Intention to Landlord within the timeframe required herein or does not have the right to give notice of its intention to terminate this Lease as provided in this Section XVII.B, this Lease shall remain in full force and effect and Landlord shall make the entire amount of the Net Proceeds available to Tenant as may be reasonably necessary to repair or restore the Premises (as nearly as may be practicable under the circumstances) to the condition, and character thereof immediately prior to such Condemnation. In the event of any temporary Condemnation, this Lease shall remain in full effect and Tenant shall be entitled to receive the Net Proceeds allocable to such temporary Condemnation, except that any portion of the Net Proceeds allocable to the period after the expiration of the Lease Term or termination of the Lease shall be paid to Landlord.

Substantial Condemnation. If (i) the entire Premises is taken by Condemnationa Condemnation shall, (ii) in Lessee's good faith judgment, affect all or a portion of the Buildings located on the Premises is taken by Condemnation or (iii) more than 50% of that substantial portion of the Premises not occupied by such Buildings is taken by Condemnation and shall render the Premises unsuitable for restoration for continued use and occupancy in Tenant’s Lessee's business, then Tenant, Lessee may, not later than ninety (90) 60 days after the first date the Condemnor a determination has the right been made as to immediate when possession of the portion of the Premises affected by must be delivered with respect to such Condemnation, deliver to Landlord Lessor (i) notice of its intention (“Notice of Intention”"NOTICE OF INTENTION") to terminate this ------------------- Lease on the next rental payment date which occurs not less than sixty (60) 90 days after the delivery of such notice (the “"CONDEMNATION TERMINATION DATE"), (ii) a certificate of an authorized officer of Lessee ----------------------------- describing the event giving rise to such termination and stating that Lessee has determined that such Condemnation has rendered the Premises unsuitable for restoration for continued use and occupancy in Lessee's business and (iii) if the Condemnation Termination Date”Date occurs during the Primary Term, an irrevocable offer by Lessee to Lessor to purchase on the Condemnation Termination Date any remaining portion of the Premises and the Net Proceeds, if any, payable in connection with such Condemnation (or the right to receive the same when made, if payment thereof has not yet been made), at a price equal to 10 times the then annual Basic Rent. If Tenant delivers either (1) Lessor shall reject such offer by notice given to Lessee not later than 15 days prior to the Notice of Intention in a timely mannerCondemnation Termination Date or (2) the Condemnation Termination Date occurs during any Extended Term, this Lease shall terminate on the Condemnation Termination Date Date, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to the Condemnation Termination Date, upon payment by Tenant Lessee of all Base Rent as may be offset by Charity Care provided (each proratedBasic Rent, if for less than a full Lease Year), Additional Rent additional rent and other sums due and payable hereunder to and including the Condemnation Termination Date, and the Net Proceeds shall belong to Landlord. In the event Tenant does not deliver the Notice of Intention to Landlord within the timeframe required herein or does not have the right to give notice of its intention to terminate this Lease as provided in this Section XVII.B, this Lease shall remain in full force and effect and Landlord shall make the entire amount of the Net Proceeds available to Tenant as may be reasonably necessary to repair or restore the Premises (as nearly as may be practicable under the circumstances) to the condition, and character thereof immediately prior to such Condemnation. In the event of any temporary Condemnation, this Lease shall remain in full effect and Tenant shall be entitled to receive the Net Proceeds allocable to such temporary Condemnation, except that any portion of the Net Proceeds allocable to the period after the expiration of the Lease Term or termination of the Lease shall be paid to Landlord.to

Substantial Condemnation. If (i) the entire Premises is taken by Condemnation, (ii) a portion of the Buildings located on the Premises is taken by Condemnation shall affect all or (iii) more than 50% of that a substantial portion of the Premises not occupied by such Buildings is taken by Condemnation (or a particular piece of the Premises) and shall render the Premises (or a particular piece of the Premises), in Lessee's good faith judgment, unsuitable for restoration for continued use and occupancy in Tenant’s Lessee's business, then Tenant, Lessee may, not later than ninety sixty (9060) days after the first date the Condemnor a determination has the right been made as to immediate when possession of the Premises (or such portion of the Premises affected by thereof) must be delivered with respect to such Condemnation, deliver to Landlord Lessor (i) notice of its intention (“"Notice of Intention”") to terminate this Lease on the next rental payment date which occurs not less than sixty ninety (6090) days after the delivery of such notice (the “"Condemnation Termination Date”"), (ii) a certificate of an authorized officer of Lessee describing the event giving rise to such termination and stating that Lessee has determined that such Condemnation has rendered the Premises (or a particular piece of the Premises) unsuitable for restoration for continued use and occupancy in Lessee's business, (iii) documentation to the effect that termination of this Lease will not be in violation of any agreement in effect as of the Condemnation Termination Date with which Lessee is obligated to comply pursuant to this Lease, and (iv) if the Condemnation Termination Date occurs at any time during the Lease Term, an irrevocable offer by Lessee to Lessor to purchase on the Condemnation Termination Date any remaining portion of the Premises (or a particular piece of the Premises) and the Net Proceeds, if any, payable in connection with such Condemnation (or the right to receive the same when made, if payment thereof has not yet been made), at a price equal to the then fair market value of the Premises (or a particular piece of the Premises) or the original Acquisition Cost applicable to such portion of the Premises as identified in Schedule E, whichever is greater. If Tenant delivers Lessor shall reject such offer by notice given to Lessee not later than fifteen (15) days prior to the Notice of Intention in a timely mannerCondemnation Termination Date, this Lease shall terminate on the Condemnation Termination Date (except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to the Condemnation Termination Date or which are expressly stated to survive the termination or expiration of this Lease) upon payment by Tenant Lessee of all Base Rent as may be offset by Charity Care provided (each proratedBasic Rent, if for less than a full Lease Year), Additional Rent additional rent and other sums due and payable hereunder to and including the Condemnation Termination Date, and the Net Proceeds shall belong to LandlordLessor. In the event Tenant does not deliver the Notice of Intention to Landlord within the timeframe required herein or does not Unless Lessor shall have the right to give notice of its intention to terminate rejected such offer in accordance with this Lease as provided in this Section XVII.BSection, this Lease shall remain in full force and effect and Landlord shall make the entire amount of the Net Proceeds available to Tenant as may be reasonably necessary to repair or restore the Premises (as nearly as may be practicable under the circumstances) to the condition, and character thereof immediately prior to such Condemnation. In the event of any temporary Condemnation, this Lease shall remain in full effect and Tenant Lessor shall be entitled conclusively considered to receive have accepted such offer, and, on the Net Proceeds allocable Condemnation Termination Date, there shall be conveyed to such temporary Condemnation, except that any Lessee or its designee the remaining portion of the Net Proceeds allocable to the period after the expiration affected portions of the Lease Term or termination of the Lease Premises, if any, and there shall be paid assigned to LandlordLessee or its designee all its interest in the Net Proceeds, pursuant to and upon compliance with Section 6.1.

Substantial Condemnation. If (i) a Substantial Condemnation occurs after the entire Premises is taken by CondemnationCommencement Date, (ii) a portion then as of the Buildings located on Condemnation Effective Date the Premises is taken by Condemnation or (iii) more than 50% of that portion of the Premises not occupied by such Buildings is taken by Condemnation and Expiration Date shall render the Premises unsuitable for restoration for continued use and occupancy in Tenant’s business, then Tenant, may, not later than ninety (90) days after the first date the Condemnor has the right to immediate possession of the portion of the Premises affected by such Condemnation, deliver to Landlord notice of its intention (“Notice of Intention”) to terminate this Lease not less than sixty (60) days after the delivery of such notice (the “Condemnation Termination Date”). If Tenant delivers the Notice of Intention in a timely manner, this Lease shall terminate on the Condemnation Termination Date upon payment by Tenant of all Base Rent as may be offset by Charity Care provided (each prorated, if for less than a full Lease Year), Additional Rent and other sums due and payable hereunder to and including the Condemnation Termination Date, occur and the Net Proceeds parties shall belong to Landlordapportion Rent. In the event Tenant does not deliver the Notice of Intention to Landlord within the timeframe required herein or does not have the right to give notice of its intention to terminate this Lease as provided in this Section XVII.B, this Lease shall remain in full force and effect and Landlord shall make the entire amount of the Net Proceeds available to Tenant as may be reasonably necessary to repair or restore the Premises (as nearly as may be practicable under the circumstances) to the condition, and character thereof immediately prior to such Condemnation. In the event of any temporary Condemnation, this Lease shall remain in full effect and Tenant shall be entitled to receive the Net Proceeds allocable entire Condemnation Award, with respect to the Premises for any such temporary Substantial Condemnation, except that and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Net Proceeds allocable Term and Tenant hereby expressly assigns to Landlord all of its right in and to any such Condemnation Award. Nothing contained in this Section 17.3 shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings against the condemning authority for the value of any of Tenant/Subtenant FF&E installed by and at the sole expense of Tenant or any Subtenant and the cost of Tenant's and any Subtenant's relocation included in such Condemnation, provided that such claim does not diminish or adversely affect Landlord's Condemnation Award. Landlord shall settle or compromise any Condemnation Award in its sole discretion. Notwithstanding anything contained in this Section 17.3 to the period contrary, in the event that Landlord is the condemning authority, then any termination of this Lease as a result of a Substantial Condemnation shall be deemed a termination of convenience and Tenant shall have the right to make a claim for, and shall be entitled to, Tenant's direct provable damages as a result thereof, as reasonably evidenced to Landlord. Insubstantial Condemnation . If an Insubstantial Condemnation occurs after the expiration of the Lease Term or termination of the Lease Commencement Date, then any Condemnation Award(s) shall be paid to LandlordLandlord and applied first toward Restoration of the Core and Shell, Center FF&E and Center Equipment. Whether or not the Condemnation Award is adequate, Tenant shall, at its expense, Restore the Premises, exclusive of the Core and Shell, Center FF&E and Center Equipment, in compliance with this Lease. After Tenant has completed and fully paid for its such Restoration, and to the extent that Landlord is not the condemning authority, then any remaining Condemnation Award shall be distributed to Landlord and Tenant as if it arose from a Substantial Condemnation that affected only the part of the Premises taken, with an equitable allocation of all elements taken into account in determining such distribution.

Substantial Condemnation. If (i) the entire Premises is taken by Condemnationa Condemnation shall, (ii) in Lessee’s good faith judgment, affect all or a portion of the Buildings located on the Premises is taken by Condemnation or (iii) more than 50% of that substantial portion of the Premises not occupied by such Buildings is taken by Condemnation and shall render the Premises unsuitable for restoration for continued use and occupancy in TenantLessee’s business, then Tenant, Lessee may, not later than ninety (90) 60 days after the first date the Condemnor a determination has the right been made as to immediate when possession of the portion of the Premises affected by must be delivered with respect to such Condemnation, deliver to Landlord Lessor (i) notice of its intention (“Notice of Intention”) to terminate this Lease on the next rental payment date which occurs not less than sixty (60) 60 days after the delivery of such notice (the “Condemnation Termination Date”), (ii) a certificate of an authorized officer of Lessee describing the event giving rise to such termination and stating that Lessee has determined that such Condemnation has rendered the Premises unsuitable for restoration for continued use and occupancy in Lessee’s business, (iii) documentation to the effect that termination of this Lease will not be in violation of any agreement in effect as of the Condemnation Termination Date with which Lessee is obligated to comply pursuant to this Lease, and (iv) if the Condemnation Termination Date occurs during the Primary Term, an irrevocable offer by Lessee to Lessor to purchase on the Condemnation Termination Date any remaining portion of the Premises and the Net Proceeds, if any, payable in connection with such Condemnation (or the right to receive the same when made, if payment thereof has not yet been made), at a price equal to 14 times the then annual Basic Rent. If Tenant delivers either (1) Lessor shall reject such offer by notice given to Lessee not later than 15 days prior to the Notice of Intention in a timely mannerCondemnation Termination Date or (2) the Condemnation Termination Date occurs during any Extended Term, this Lease shall terminate on the Condemnation Termination Date Date, except with respect to obligations and liabilities of Lessee or Lessor hereunder, actual or contingent, which have arisen on or prior to the Condemnation Termination Date, upon payment by Tenant Lessee of all Base Rent as may be offset by Charity Care provided (each proratedBasic Rent, if for less than a full Lease Year), Additional Rent additional rent and other sums due and payable hereunder to and including the Condemnation Termination Date, and the Net Proceeds shall belong to LandlordLessor. Unless Lessor shall have rejected such offer in accordance with this Section, Lessor shall be conclusively considered to have accepted such offer, and, on the Condemnation Termination Date, the Lease shall terminate and there shall be conveyed to Lessee or its designee the remaining portion of the Premises, if any, and there shall be assigned to Lessee or its designee all its interest in the Net Proceeds, pursuant to and upon compliance with Section 6.01. In the event Tenant Lessee does not deliver the Notice of Intention to Landlord within the timeframe required herein or does not have the right to give notice of its intention to terminate this Lease as provided in this Section XVII.BLessor, this Lease Lessor shall remain in full force and effect and Landlord shall make the entire amount permit so much of the Net Proceeds available to Tenant as may be reasonably necessary to be utilized by Lessee to repair or restore the Premises (as nearly as may be practicable under the circumstances) to the condition, and character thereof immediately prior to such Condemnation. In the event of any temporary Condemnation, this Lease shall remain in full effect and Tenant shall be entitled to receive the Net Proceeds allocable to such temporary Condemnation, except that any portion of the Net Proceeds allocable to the period after the expiration of the Lease Term or termination of the Lease shall be paid to LandlordPremises.

Substantial Condemnation. If (i) the entire Premises is taken by Condemnationa Condemnation shall, (ii) in Lessee’s good faith judgment, affect all or a portion of the Buildings located on the Premises is taken by Condemnation or (iii) more than 50% of that substantial portion of the Premises not occupied by such Buildings is taken by Condemnation and shall render the Premises unsuitable for restoration for continued use and occupancy in TenantLessee’s business, then Tenant, Lessee may, not later than ninety sixty (9060) days after the first date the Condemnor a determination has the right been made as to immediate when possession of the portion of the Premises affected by must be delivered with respect to such Condemnation, deliver to Landlord Lessor (i) notice of its intention to terminate this Lease (“Notice of Intention”) to terminate this Lease on the next rental payment date which occurs not less than sixty (60) days after the delivery of such notice (the “Condemnation Termination Date”), (ii) a certificate of an authorized officer of Lessee describing the event giving rise to such termination and stating that Lessee has determined that such Condemnation has rendered the Premises unsuitable for restoration for continued use and occupancy in Lessee’s business, (iii) documentation to the effect that termination of this Lease will not be in violation of any agreement in effect as of the Condemnation Termination Date with which Lessee is obligated to comply pursuant to this Lease, and (iv) if the Condemnation Termination Date occurs during the Primary Term, an irrevocable offer by Lessee to Lessor to purchase on the Condemnation Termination Date any remaining portion of the Premises and the Net Proceeds, if any, payable in connection with such Condemnation (or the right to receive the same when made, if payment thereof has not yet been made), at a price equal to 13 times the then annual Basic Rent. If Tenant delivers either (1) Lessor shall reject such offer by notice given to Lessee not later than 15 days prior to the Notice of Intention in a timely mannerCondemnation Termination Date or (2) the Condemnation Termination Date occurs during any Extended Term, this Lease shall terminate on the Condemnation Termination Date Date, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to the Condemnation Termination Date, upon payment by Tenant Lessee of all Base Rent as may be offset by Charity Care provided (each proratedBasic Rent, if for less than a full Lease Year), Additional Rent additional rent and other sums due and payable hereunder to and including the Condemnation Termination Date, and the Net Proceeds shall belong to LandlordLessor. Unless Lessor shall have rejected such offer in accordance with this Section, Lessor shall be conclusively considered to have accepted such offer, and, on the Condemnation Termination Date, the Lease shall terminate and there shall be conveyed to Lessee or its designee the remaining portion of the Premises, if any, and there shall be assigned to Lessee or its designee all its interest in the Net Proceeds, pursuant to and upon compliance with this Article VI. In the event Tenant Lessee does not deliver the Notice of Intention to Landlord within the timeframe required herein or does not have the right to give notice of its intention to terminate this Lease as provided in this Section XVII.BLessor, this Lease Lessor shall remain in full force and effect and Landlord shall make the entire amount permit so much of the Net Proceeds available to Tenant as may be reasonably necessary to be utilized by Lessee to repair or restore the Premises (as nearly as may be practicable under the circumstances) to the condition, and character thereof immediately prior to such Condemnation. In the event of any temporary Condemnation, this Lease shall remain in full effect and Tenant shall be entitled to receive the Net Proceeds allocable to such temporary Condemnation, except that any portion of the Net Proceeds allocable to the period after the expiration of the Lease Term or termination of the Lease shall be paid to LandlordPremises.

Substantial Condemnation. If (i) a Substantial Condemnation occurs after the entire Premises is taken by CondemnationCommencement Date, (ii) a portion then as of the Buildings located on Condemnation Effective Date the Premises is taken by Condemnation or (iii) more than 50% of that portion of the Premises not occupied by such Buildings is taken by Condemnation and Expiration Date shall render the Premises unsuitable for restoration for continued use and occupancy in Tenant’s business, then Tenant, may, not later than ninety (90) days after the first date the Condemnor has the right to immediate possession of the portion of the Premises affected by such Condemnation, deliver to Landlord notice of its intention (“Notice of Intention”) to terminate this Lease not less than sixty (60) days after the delivery of such notice (the “Condemnation Termination Date”). If Tenant delivers the Notice of Intention in a timely manner, this Lease shall terminate on the Condemnation Termination Date upon payment by Tenant of all Base Rent as may be offset by Charity Care provided (each prorated, if for less than a full Lease Year), Additional Rent and other sums due and payable hereunder to and including the Condemnation Termination Date, occur and the Net Proceeds parties shall belong to Landlordapportion Rent. In the event Tenant does not deliver the Notice of Intention to Landlord within the timeframe required herein or does not have the right to give notice of its intention to terminate this Lease as provided in this Section XVII.B, this Lease shall remain in full force and effect and Landlord shall make the entire amount of the Net Proceeds available to Tenant as may be reasonably necessary to repair or restore the Premises (as nearly as may be practicable under the circumstances) to the condition, and character thereof immediately prior to such Condemnation. In the event of any temporary Condemnation, this Lease shall remain in full effect and Tenant shall be entitled to receive the Net Proceeds allocable entire Condemnation Award, with respect to the Premises for any such temporary Substantial Condemnation, except that and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Net Proceeds allocable Term and Tenant hereby expressly assigns to Landlord all of its right in and to any such Condemnation Award. Nothing contained in this Section 17.3 shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings against the condemning authority for the value of any of Tenant/Subtenant FF&E installed by and at the sole expense of Tenant or any Subtenant and the cost of Xxxxxx's and any Subtenant's relocation included in such Condemnation, provided that such claim does not diminish or adversely affect Landlord's Condemnation Award. Landlord shall settle or compromise any Condemnation Award in its sole discretion. Notwithstanding anything contained in this Section 17.3 to the period contrary, in the event that Landlord is the condemning authority, then any termination of this Lease as a result of a Substantial Condemnation shall be deemed a termination of convenience and Tenant shall have the right to make a claim for, and shall be entitled to, Xxxxxx's direct provable damages as a result thereof, as reasonably evidenced to Landlord. Insubstantial Condemnation . If an Insubstantial Condemnation occurs after the expiration of the Lease Term or termination of the Lease Commencement Date, then any Condemnation Award(s) shall be paid to LandlordLandlord and applied first toward Restoration of the Core and Shell, Center FF&E and Center Equipment. Whether or not the Condemnation Award is adequate, Tenant shall, at its expense, Restore the Premises, exclusive of the Core and Shell, Center FF&E and Center Equipment, in compliance with this Lease. After Tenant has completed and fully paid for its such Restoration, and to the extent that Landlord is not the condemning authority, then any remaining Condemnation Award shall be distributed to Landlord and Tenant as if it arose from a Substantial Condemnation that affected only the part of the Premises taken, with an equitable allocation of all elements taken into account in determining such distribution.

Substantial Condemnation. If (i) the entire Premises is taken by Condemnationa Condemnation shall, (ii) in Lessee's good faith judgment, affect all or a portion of the Buildings located on the Premises is taken by Condemnation or (iii) more than 50% of that substantial portion of the Premises not occupied by such Buildings is taken by Condemnation and shall render the Premises unsuitable for restoration for continued use and occupancy in Tenant’s Lessee's business, then Tenant, Lessee may, not later than ninety (90) 60 days after the first date the Condemnor a determination has the right been made as to immediate when possession of the portion of the Premises affected by must be delivered with respect to such Condemnation, deliver to Landlord Lessor (i) notice of its intention (“"Notice of Intention”") to terminate this Lease on the next rental payment date which occurs not less than sixty (60) 90 days after the delivery of such notice (the “"Condemnation Termination Date”"), (ii) a certificate of an authorized officer of Lessee describing the event giving rise to such termination and stating that Lessee has determined that such Condemnation has rendered the Premises unsuitable for restoration for continued use and occupancy in Lessee's business, and (iii) an irrevocable offer by Lessee to Lessor to purchase on the Condemnation Termination Date any remaining portion of the Premises and the Net Proceeds, if any, payable in connection with such Condemnation (or the right to receive the same when made, if payment thereof has not yet been made), at a price equal to the Fair Market Value immediately prior to the Condemnation. If Tenant delivers Lessor shall reject such offer by notice given to Lessee not later than 15 days prior to the Notice of Intention in a timely mannerCondemnation Termination Date, this Lease shall terminate on the Condemnation Termination Date Date, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have accrued on or prior to the Condemnation Termination Date, upon payment by Tenant Lessee of all Base Rent as may be offset by Charity Care provided (each proratedBasic Rent, if for less than a full Lease Year), Additional Rent additional rent and other sums due and payable hereunder to and including the Condemnation Termination Date, and the Net Proceeds shall belong to LandlordLessor. Unless Lessor shall have rejected such offer in accordance with this Section, Lessor shall be conclusively considered to have accepted such offer, and, on the Condemnation Termination Date, there shall be conveyed to Lessee or its designee the remaining portion of the Premises, if any, and there shall be assigned to Lessee or its designee all its interest in the Net Proceeds, pursuant to and upon compliance with Section 6.01. In the event Tenant Lessee does not deliver the Notice of Intention to Landlord within the timeframe required herein or does not have the right to give notice of its intention to terminate this Lease as provided in this Section XVII.BLessor, this Lease Lessor shall remain in full force and effect and Landlord shall make the entire amount permit so much of the Net Proceeds available to Tenant as may be reasonably necessary to be utilized by Lessee to repair or restore the Premises (as nearly as may be practicable under the circumstances) Premises, subject to the condition, and character thereof immediately prior to such Condemnation. In the event reasonable requirements of any temporary Condemnation, this Lease shall remain in full effect and Tenant shall be entitled to receive the Net Proceeds allocable to such temporary Condemnation, except that any portion of the Net Proceeds allocable to the period after the expiration of the Lease Term or termination of the Lease shall be paid to LandlordLessor's Mortgagee.

Substantial Condemnation. If (i) the entire Premises is taken by Condemnationa Condemnation shall, (ii) in Lessee’s good faith judgment, affect all or a portion of the Buildings located on the Premises is taken by Condemnation or (iii) more than 50% of that substantial portion of the Premises not occupied by such Buildings is taken by Condemnation and shall render the Premises unsuitable for restoration for continued use and occupancy in TenantLessee’s business, then Tenant, Lessee may, not later than ninety (90) 60 days after the first date the Condemnor a determination has the right been made as to immediate when possession of the portion of the Premises affected by must be delivered with respect to such Condemnation, deliver to Landlord Lessor (i) notice of its intention (“Notice of Intention”) to terminate this Lease on the next rental payment date which occurs not less than sixty (60) 90 days after the delivery of such notice (the “Condemnation Termination Date”), (ii) a certificate of an authorized officer of Lessee describing the event giving rise to such termination and stating that Lessee has determined that such Condemnation has rendered the Premises unsuitable for restoration for continued use and occupancy in Lessee’s business, and (iii) an irrevocable offer by Lessee to Lessor to purchase on the Condemnation Termination Date any remaining portion of the Premises and the Net Proceeds, if any, payable in connection with such Condemnation (or the right to receive the same when made, if payment thereof has not yet been made), at a price equal to the greater of (a) Fair Market Value, or (b) the then current annual Basic Rent divided by .09. If Tenant delivers Lessor shall reject such offer by notice given to Lessee not later than 15 days prior to the Notice of Intention in a timely mannerCondemnation Termination Date, this Lease shall terminate on the Condemnation Termination Date Date, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have accrued on or prior to the Condemnation Termination Date, upon payment by Tenant Lessee of all Base Rent as may be offset by Charity Care provided (each proratedBasic Rent, if for less than a full Lease Year), Additional Rent additional rent and other sums due and payable hereunder to and including the Condemnation Termination Date, and the Net Proceeds shall belong to LandlordLessor. Unless Lessor shall have rejected such offer in accordance with this Section, Lessor shall be conclusively considered to have accepted such offer, and, on the Condemnation Termination Date, there shall be conveyed to Lessee or its designee the remaining portion of the Premises, if any, and there shall be assigned to Lessee or its designee all its interest in the Net Proceeds, pursuant to and upon compliance with Section 6.01. In the event Tenant Lessee does not deliver the Notice of Intention to Landlord within the timeframe required herein or does not have the right to give notice of its intention to terminate this Lease as provided in this Section XVII.BLessor, this Lease Lessor shall remain in full force and effect and Landlord shall make the entire amount permit so much of the Net Proceeds available to Tenant as may be reasonably necessary to be utilized by Lessee to repair or restore the Premises (as nearly as may be practicable under the circumstances) Premises, subject to the condition, and character thereof immediately prior to such Condemnation. In the event reasonable requirements of any temporary Condemnation, this Lease shall remain in full effect and Tenant shall be entitled to receive the Net Proceeds allocable to such temporary Condemnation, except that any portion of the Net Proceeds allocable to the period after the expiration of the Lease Term or termination of the Lease shall be paid to LandlordLessor’s Mortgagee.

Substantial Condemnation. If (i) the entire Premises is taken by Condemnationa Condemnation shall, (ii) in Tenant's good faith judgment, affect all or a portion of the Buildings located on the Premises is taken by Condemnation or (iii) more than 50% of that substantial portion of the Premises not occupied by such Buildings is taken by Condemnation and shall render the Premises unsuitable for restoration for continued use and occupancy in Tenant’s 's business, then Tenant, Tenant may, not later than ninety (90) 60 days after the first date the Condemnor a determination has the right been made as to immediate when possession of the portion of the Premises affected by must be delivered with respect to such Condemnation, deliver to Landlord (i) notice of its intention (“"Notice of Intention”") to terminate this Lease on the next rental payment date which occurs not less than sixty (60) 90 days after the delivery of such notice (the “"Condemnation Termination Date”"), (ii) a certificate of an authorized officer of Tenant describing the event giving rise to such termination and stating that Tenant has determined that such Condemnation has rendered or will render the Premises unsuitable for restoration for continued use and occupancy in Tenant's business, and (iii) if the Condemnation Termination Date occurs or is to occur during the Primary Term, an irrevocable offer by Tenant to Landlord to purchase on the Condemnation Termination Date any remaining portion of the Premises and the Net Proceeds, if any, payable in connection with such Condemnation (or the right to receive the same when made, if payment thereof has not yet been made), at a price equal to the then current annual Basic Rent divided by .09. If either (1) Landlord shall reject such offer by notice given to Tenant delivers not later than 15 days prior to the Notice of Intention in a timely mannerCondemnation Termination Date or (2) the Condemnation Termination Date occurs during any Extended Term, this Lease shall terminate on the Condemnation Termination Date Date, except with respect to obligations and liabilities of Tenant hereunder, actual or contingent, which have accrued on or prior to the Condemnation Termination Date, upon payment by Tenant of all Base Rent as may be offset by Charity Care provided (each proratedBasic Rent, if for less than a full Lease Year), Additional Rent additional rent and other sums due and payable hereunder to and including the Condemnation Termination Date, and the Net Proceeds shall belong to Landlord. Unless Landlord shall have rejected such offer in accordance with this Section, Landlord shall be conclusively considered to have accepted such offer, and, on the Condemnation Termination Date, there shall be conveyed to Tenant or its designee the remaining portion of the Premises, if any, and there shall be assigned to Tenant (free of all superior claims) all the Net Proceeds, pursuant to and upon compliance with Section 6.01. In the event Tenant does not deliver the Notice of Intention to Landlord within the timeframe required herein or does not have the right to give notice of its intention to terminate this Lease as provided in this Section XVII.BLandlord, this Lease shall remain in full force and effect and Landlord shall make the entire amount permit so much of the Net Proceeds available to Tenant as may be reasonably necessary to be utilized by Tenant to repair or restore the Premises (as nearly as may be practicable under the circumstances) Premises, subject to the condition, and character thereof immediately prior reasonable requirements (with respect to such Condemnation. In the event disbursement procedures) of any temporary Condemnation, this Lease shall remain in full effect and Tenant shall be entitled to receive the Net Proceeds allocable to such temporary Condemnation, except that any portion of the Net Proceeds allocable to the period after the expiration of the Lease Term or termination of the Lease shall be paid to Landlord's Mortgagee.