Common use of Taking Clause in Contracts

Taking. 899 (a) In the event that the Parking Facility, or any part thereof, or access thereto, shall be taken 900 in condemnation proceedings or by exercise of any right of eminent domain or by agreement (such as 901 deed in lieu of an eminent domain action) between Landlord, Tenant, and those authorized to exercise 902 such right (any such matters being hereinafter referred to as a “taking”), Landlord and Tenant shall have 903 the right to participate in any such condemnation proceedings or agreement for the purpose of protecting 904 their interests hereunder. Each party so participating shall pay its own expenses and fees incurred therein. 905 906 (b) If at any time during the Term of this Lease there shall be a taking of any of the Parking 907 Facility, so that as a result of the taking, or condemnation or deed in lieu of such taking (the “Taking”), 908 Tenant is unable to use, in a commercially reasonable manner, any portion of the Parking Facility for its 909 intended purpose, this Lease shall terminate as of the date of the Taking. If the effect of a Taking event is 910 to cause Tenant to lose the right to use greater than thirty percent (30%) of the Leased Spaces, Tenant will 911 have the right to terminate this Lease or to keep this Lease in effect and to reduce Rent proportionately in 912 accordance with the number of Leased Spaces taken or which Tenant does not have use of relative to the 913 total number of Leased Spaces that existed just prior to the Taking. If the Parking Facility is only 914 partially usable after any such taking, then the Landlord shall have the authority to reallocate parking 915 spaces throughout the Parking Facility subject to availability, and to determine which parking spaces in 916 the Facility will be available for those purposes. Section 11.17(j) shall not apply with respect to an 917 amendment to effectuate the changes provided for in this subsection (b). 918 919 (c) If this Lease shall have terminated as a result of a Taking, or if Tenant loses use of any 920 portion of the Leased Spaces as a result of a Taking, then Tenant shall be entitled to assert and recover an 921 award from the condemnor for the loss of the value of Tenant’s leasehold estate and its other rights under 922 this Lease. Additionally, in that action Tenant shall be entitled to assert a claim against condemnor and 923 receive compensation from the condemnor for its other damages incurred as a result of such 924 condemnation. Landlord shall be entitled to assert and recover an award from the condemnor for the loss 925 of Landlord’s remainder interest in the fee estate and all other damages and amounts allowed by law. 926

Taking. 899 “Taking” shall mean and refer to the acquisition or taking of property (aor any right, title or interest therein) In by any governmental or quasi-governmental authority acting under power of condemnation or eminent domain, and shall encompass contested as well as uncontested takings as long as initiated by the event that applicable governmental or quasi-governmental authority. If the Parking Facilitywhole of the Premises is temporarily taken for a period in excess of thirty (30) days, or any part thereof, or access thereto, shall be taken 900 in condemnation proceedings or by exercise of any right of eminent domain or by agreement (such as 901 deed in lieu of an eminent domain action) between Landlord, Tenant, and those authorized to exercise 902 such right (any such matters being hereinafter referred to as a “taking”), Landlord and Tenant shall have 903 the right to participate in any such condemnation proceedings or agreement for the purpose of protecting 904 their interests hereunder. Each party so participating shall pay its own expenses and fees incurred therein. 905 906 (b) If at any time during the Term of this Lease there shall be a taking of any of the Parking 907 Facility, so that as a result of the taking, or condemnation or deed in lieu of such taking (the “Taking”), 908 Tenant is unable to usepermanently taken, in either case by virtue of a commercially reasonable manner, any portion of the Parking Facility for its 909 intended purposeTaking, this Lease shall automatically terminate as of the date title vests in the condemning authority, and Tenant shall pay all Base Rent, additional rent, and other payments up to that date. If (a) twenty percent (20%) or more of the Taking. If the effect of a Taking event Premises is 910 to cause Tenant to lose the right to use greater than thirty percent (30%) of the Leased Spaces, Tenant will 911 have the right to terminate this Lease or to keep this Lease in effect and to reduce Rent proportionately in 912 accordance with the number of Leased Spaces permanently taken or which Tenant does not have use of relative to the 913 total number of Leased Spaces that existed just prior to the Taking. If the Parking Facility is only 914 partially usable after any such taking, then the Landlord shall have the authority to reallocate parking 915 spaces throughout the Parking Facility subject to availability, and to determine which parking spaces in 916 the Facility will be available for those purposes. Section 11.17(j) shall not apply with respect to an 917 amendment to effectuate the changes provided for in this subsection (b). 918 919 (c) If this Lease shall have terminated as a result by virtue of a Taking, or if (b) in the case of a Taking of less than twenty percent (20%) of the Premises, Tenant loses is unable to make reasonable use of any 920 portion the balance of the Leased Spaces Premises remaining after the Taking, as a result determined by Tenant in its reasonable, good faith discretion, or (c) access to the Building or Premises by Tenant is, by virtue of a Taking, permanently denied, or (d) if free parking is provided for under this Lease, the parking ratio for the Building is, by virtue of a Taking of any parking areas serving the Building, permanently reduced to a ratio which fails to meet applicable code requirements after taking into account any portion of the Building taken and any reasonable substitute parking provided by Landlord in lieu of the parking areas so taken, then Landlord and Tenant shall each have the right (to be entitled exercised by written notice to assert the other within sixty (60) days after receipt of notice of said taking) to terminate this Lease effective upon the date when possession of the applicable portion of the Land and/or Building is taken thereunder pursuant to such Taking. If neither party elects to terminate this Lease, as aforesaid, then Landlord shall diligently, and recover within a reasonable time, after title vests in the condemning authority, repair and restore, at Landlord’s expense, the portion not taken so as to render same into an 921 award architectural whole to the extent reasonably practicable, and, if any portion of the Premises is taken, thereafter the Base Rent (and Tenant’s Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken. If there is a temporary Taking involving the Premises or Building, or if a Taking of other portions of the Building or common areas does not deny Tenant access to the Building and Premises, or if less than twenty percent (20%) of the Premises is permanently taken by a Taking and Tenant is able to make reasonable use of the balance of the Premises as determined by Tenant in its reasonable good faith discretion, then this Lease shall not terminate, and Landlord shall, as soon as reasonably practicable thereafter, repair and restore, at its own expense, the portion not taken so as to render same into an architectural whole to the fullest extent reasonably practicable. If any portion of the Premises was permanently taken, then the Base Rent (and Tenant’s Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken, commencing on the date Tenant is deprived of the use of such portion of the Premises. If any portion of the Premises was temporarily taken, then the Base Rent (and Tenant’s Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken for the period of such temporary taking, that is, from the condemnor for the loss date upon which Tenant is deprived of the value of Tenant’s leasehold estate and its other rights under 922 this Lease. Additionally, in that action Tenant shall be entitled to assert a claim against condemnor and 923 receive compensation from the condemnor for its other damages incurred as a result use of such 924 condemnation. Landlord shall be entitled portion of the Premises until the date Tenant is restored to assert and recover an award from the condemnor for use of such portion of the loss 925 of Landlord’s remainder interest in the fee estate and all other damages and amounts allowed by law. 926Premises.

Taking. 899 7.2.1 If a Taking shall occur during the Operating Term, as to the whole of the Hotel, or in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining portion of the Hotel in accordance with the Operating Standard, then either Owner or Manager may terminate this Contract upon ninety (a90) In days' notice to the event that other Party. If the Parking FacilityTaking affects only a part of the Hotel or the real property on which it is erected and if the Taking of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, or access thereto, as shall be taken 900 in condemnation proceedings or by exercise of any right of eminent domain or by agreement (such as 901 deed in lieu of an eminent domain action) between Landlord, Tenant, reasonably necessary and those authorized practicable to exercise 902 such right (any such matters being hereinafter referred to make the Hotel a satisfactory architectural unit as a “taking”), Landlord hotel of the type and Tenant class immediately preceding such taking or condemnation. 7.2.2 Manager shall have 903 the right in the case of a Taking either to participate institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such condemnation proceedings or agreement Taking, for the purpose of protecting 904 their interests representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder. Each party so participating shall pay its own expenses and fees incurred therein. 905 906 ), (biv) If at loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any time during the Term renewals) of this Lease there shall be a taking of any of Contract, and/or (vi) the Parking 907 Facility, so proportion that as a result of the taking, or condemnation or deed in lieu Management Fee has historically borne to the return to Owner after payment of such taking (the “Taking”), 908 Tenant is unable to use, in a commercially reasonable manner, any portion of the Parking Facility for its 909 intended purpose, this Lease shall terminate as of the date of the Takingfee. If the effect of a Taking event is 910 to cause Tenant to lose Parties cannot agree upon such apportionment within ninety (90) days after the right to use greater than thirty percent (30%) amount of the Leased Spacesaward payable to Owner has been determined by settlement or a final judicial determination, Tenant will 911 have either Party may submit the right dispute for resolution pursuant to terminate this Lease or to keep this Lease in effect and to reduce Rent proportionately in 912 accordance with the number of Leased Spaces taken or which Tenant does not have use of relative to the 913 total number of Leased Spaces that existed just prior to the Taking. If the Parking Facility is only 914 partially usable after any such taking, then the Landlord shall have the authority to reallocate parking 915 spaces throughout the Parking Facility subject to availability, and to determine which parking spaces in 916 the Facility will be available for those purposes. Section 11.17(j) shall not apply with respect to an 917 amendment to effectuate the changes provided for in this subsection (b). 918 919 (c) If this Lease shall have terminated as a result of a Taking, or if Tenant loses use of any 920 portion of the Leased Spaces as a result of a Taking, then Tenant shall be entitled to assert and recover an 921 award from the condemnor for the loss of the value of Tenant’s leasehold estate and its other rights under 922 this Lease. Additionally, in that action Tenant shall be entitled to assert a claim against condemnor and 923 receive compensation from the condemnor for its other damages incurred as a result of such 924 condemnation. Landlord shall be entitled to assert and recover an award from the condemnor for the loss 925 of Landlord’s remainder interest in the fee estate and all other damages and amounts allowed by law. 926Article 10.

Taking. 899 (a) In If during the event that Term the Parking Facility, or any part thereof, or access thereto, entire Premises shall be taken 900 in condemnation proceedings or condemned by exercise any public authority or for any public use or destroyed by the action of any right public authority (including by sale under threat of eminent domain or by agreement such a taking) (such as 901 deed in lieu of an eminent domain action) between Landlord, Tenant, and those authorized to exercise 902 such right (any such matters being hereinafter referred to as a “taking”"Taking"), Landlord and Tenant shall have 903 the right to participate in any such condemnation proceedings or agreement for the purpose of protecting 904 their interests hereunder. Each party so participating shall pay its own expenses and fees incurred therein. 905 906 (b) If at any time during the Term of this Lease there shall be a taking of any of the Parking 907 Facility, so that as a result of the taking, or condemnation or deed in lieu of such taking (the “Taking”), 908 Tenant is unable to use, in a commercially reasonable manner, any portion of the Parking Facility for its 909 intended purpose, then this Lease shall terminate on the date on which title vests in such public authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' obligations hereunder shall cease. If only a part of the Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and the Term shall continue in full force and effect, provided that from and after the date of the Taking. If vesting of title, the effect of a Taking event is 910 Annual Fixed Rent shall be modified to cause Tenant to lose reflect the right to use greater than thirty percent (30%) reduction of the Leased Spaces, Tenant will 911 have Premises and/or the right to terminate this Lease or to keep this Lease in effect and to reduce Rent proportionately in 912 accordance with the number of Leased Spaces taken or which Tenant does not have use of relative to the 913 total number of Leased Spaces that existed just prior to the Taking. If the Parking Facility is only 914 partially usable after any such taking, then the Landlord shall have the authority to reallocate parking 915 spaces throughout the Parking Facility subject to availability, and to determine which parking spaces in 916 the Facility will be available for those purposes. Section 11.17(j) shall not apply with respect to an 917 amendment to effectuate the changes provided for in this subsection (b). 918 919 (c) If this Lease shall have terminated as a result of a Taking, or if Tenant loses use of any 920 portion of the Leased Spaces as a result of a Taking, then Tenant shall be entitled to assert and recover an 921 award from the condemnor for the loss of the value of Tenant’s leasehold estate and its other rights under 922 this Lease. Additionally, in that action Tenant shall be entitled to assert a claim against condemnor and 923 receive compensation from the condemnor for its other damages incurred Building as a result of such 924 Taking. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the effective time of such Taking, and this Lease shall terminate effective as of the date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such notice. (c) If (i) the part of the Premises subject to a Taking contains more than ten percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation. , or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time of the Taking. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall be entitled to assert receive the entire award for any such acquisition or condemnation, and recover an award from Tenant shall have no claim against Landlord or the condemnor condemning authority for the loss 925 value of Landlord’s remainder interest any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the fee estate then value of any Tenant's fixtures or personal property and all other damages and amounts allowed by law. 926for any moving expenses.

Taking. 899 If the whole or a material portion of the Premises, the Datacenter, the Campus, the Building or the Project shall be taken under the power of eminent domain, or sold to prevent the exercise thereof (collectively, a “Taking”), this Lease shall automatically terminate as of the earlier of the date of transfer of title resulting from such Taking or the date of transfer of possession resulting from such Taking (the “Taking Date”). In the event of a Taking of: (a) In such portion of the event that Datacenter the Parking FacilityBuilding or the Project as shall, or any part in the opinion of Landlord, substantially interfere with Landlord’s operation thereof, Landlord may terminate this Lease upon thirty (30) days written notice to Tenant given at any time prior to the date that is sixty (60) days following the Taking Date or access thereto(b) such portion of the Premises, the Datacenter, the Campus, the Building or the Project as shall be taken 900 prevent Tenant from conducting Tenant’s business in condemnation proceedings or by exercise any portion of any right the Premises, for a period of eminent domain or by agreement time in excess of ninety (such as 901 deed in lieu of an eminent domain action90) between Landlorddays, Tenant, and those authorized to exercise 902 such right (any such matters being hereinafter referred to as a “taking”), Landlord and Tenant shall have 903 the right option to participate in any such condemnation proceedings or agreement for the purpose of protecting 904 their interests hereunder. Each party so participating shall pay its own expenses and fees incurred therein. 905 906 terminate this Lease upon thirty (b30) If days’ written notice to Landlord given at any time prior to the date that is sixty (60) days following the Taking Date. If a portion of the Premises is so taken and this Lease is not terminated: (i) Landlord shall, with reasonable diligence and at Landlord’s cost (to the extent of the condemnation award received by Landlord), proceed to restore (to the extent permitted by applicable Laws) the Premises and the Building (other than Tenant’s Personal Property) to a complete, functioning unit and (ii) the Base Rent payable hereunder shall be reduced proportionately based on the portion of the Premises that Tenant is prevented from using for the Permitted Use as a result of such Taking. Except as expressly provided otherwise in this Section 10.2, the entire award for any Taking shall belong to Landlord (without deduction for any estate or interest of Tenant), except that Tenant shall be entitled to independently pursue a separate award for the loss of, or damage to, Tenant’s Personal Property and Tenant’s relocation costs directly associated with the Taking (but Tenant shall not otherwise assert any claim against Landlord or the condemning authority). No temporary Taking (for less than ninety (90) days) of the Premises, the Datacenter, the Campus, the Building or the Project (or any portion thereof) shall terminate this Lease or entitle Tenant to any abatement of the Rent payable to Landlord under this Lease; provided, however, that any award for any such temporary Taking shall belong to Tenant, but only to the extent that the award applies to any time period during the Term of this Lease there Lease. This Section 10.2 shall be a taking of any of Tenant’s sole and exclusive remedy in the Parking 907 Facility, so that as a result of the taking, or condemnation or deed in lieu of such taking (the “Taking”), 908 Tenant is unable to use, in a commercially reasonable manner, any portion of the Parking Facility for its 909 intended purpose, this Lease shall terminate as of the date of the Taking. If the effect of a Taking event is 910 to cause Tenant to lose the right to use greater than thirty percent (30%) of the Leased Spaces, Tenant will 911 have the right to terminate this Lease or to keep this Lease in effect and to reduce Rent proportionately in 912 accordance with the number of Leased Spaces taken or which Tenant does not have use of relative to the 913 total number of Leased Spaces that existed just prior to the Taking. If the Parking Facility is only 914 partially usable after any such taking, then the Landlord shall have the authority to reallocate parking 915 spaces throughout the Parking Facility subject to availability, and to determine which parking spaces in 916 the Facility will be available for those purposes. Section 11.17(j) shall not apply with respect to an 917 amendment to effectuate the changes provided for in this subsection (b). 918 919 (c) If this Lease shall have terminated as a result of a Taking, or if and each of Landlord and Tenant loses use hereby waives the provisions of any 920 portion of Laws to the Leased Spaces as a result of a Taking, then Tenant shall be entitled to assert and recover an 921 award from the condemnor for the loss of the value of Tenant’s leasehold estate and its other rights under 922 this Lease. Additionally, in that action Tenant shall be entitled to assert a claim against condemnor and 923 receive compensation from the condemnor for its other damages incurred as a result of such 924 condemnation. Landlord shall be entitled to assert and recover an award from the condemnor for the loss 925 of Landlord’s remainder interest in the fee estate and all other damages and amounts allowed by law. 926contrary.

Taking. 899 If, prior to the Closing Date any part of the Property shall be taken by exercise of the power of eminent domain (a “Taking”), then Seller shall promptly notify Purchaser of such fact (a “Taking Notice”). (a) In the event that twenty-five (25%) percent or more of the Parking Facility, or any part thereof, or access thereto, shall be taken 900 in condemnation proceedings or Property is affected by exercise of any right of eminent domain or by agreement a Taking (such as 901 deed in lieu of an eminent domain action) between Landlord, Tenant, and those authorized to exercise 902 such right (any such matters being hereinafter referred to as a “taking”), Landlord and Tenant shall have 903 the right to participate in any such condemnation proceedings or agreement for the purpose of protecting 904 their interests hereunder. Each party so participating shall pay its own expenses and fees incurred therein. 905 906 (b) If at any time during the Term of this Lease there shall be a taking of any of the Parking 907 Facility, so that as a result of the taking, or condemnation or deed in lieu of such taking (the “Substantial Taking”), 908 Tenant is unable then Purchaser may, at its election, either (i) terminate this Agreement (1) in its entirety, or (2) solely with respect to usethe Property associated with such Taking (but not with respect to the remaining Property), or (ii) elect to proceed with Closing in a commercially reasonable manner, any portion which event the provisions of Section 15.2(c) below shall apply. In the event that Purchaser fails to provide written notice of its election within forty-five (45) days following Purchaser’s receipt of the Parking Facility for its 909 intended purposeTaking Notice, Purchaser shall be deemed to have elected the alternative set forth in Section 15.2(a)(i)(1). In the event that Purchaser delivers a notice of termination under (1) as aforesaid, then this Lease Agreement shall terminate as in accordance with Purchaser’s election; and in the event that Purchaser delivers a notice of termination under (2) above, the date Purchase Price shall be adjusted on a pro-rata basis to reflect that such building is no longer included in this transaction. (b) In the event that twenty-five (25%) percent or more of any one building on a Property is affected by a Taking (a “Building Taking”), then Purchaser may at its election, either (i) terminate this Agreement solely with respect to that Property associated with such Building Taking (but not with respect to the Takingremaining Property) or (ii) elect to proceed with closing in which event the provisions of Section 15.2(c) below shall apply. If the effect of a Taking event is 910 to cause Tenant to lose the right to use greater than thirty percent (30%) of the Leased Spaces, Tenant will 911 have the right Purchaser elects to terminate this Lease Agreement pursuant to this subsection (b)(i), the Purchase Price shall be adjusted on a pro-rata basis to reflect that such building is no longer included in this transaction. In the event that Purchaser fails to provide written notice of its election within forty-five (45) days following Purchaser’s receipt of the Taking Notice, Purchaser shall be deemed to have elected the alternative set forth in Section 15.2(b)(i). (c) In the case of any Taking other than a Substantial Taking or to keep this Lease in effect and to reduce Rent proportionately in 912 accordance with the number of Leased Spaces taken or which Tenant does Building Taking, then (i) Purchaser shall not have use of relative any right or option to the 913 total number of Leased Spaces that existed just prior to the Taking. If the Parking Facility is only 914 partially usable after any such taking, then the Landlord shall have the authority to reallocate parking 915 spaces throughout the Parking Facility subject to availability, and to determine which parking spaces terminate this Agreement in 916 the Facility will be available for those purposes. Section 11.17(j) shall not apply its entirety or with respect to an 917 amendment any one building, and this Agreement shall continue in effect, (ii) at the Closing Purchaser shall accept the Property subject to effectuate any Substantial Taking or Building Taking with no abatement of or credit against the changes Purchase Price (except as expressly provided for in this subsection clause (biii) and (iv) below). 918 919 , and (ciii) If this Lease at the Closing, Seller shall have terminated as a result of a Takingassign and turn over to Purchaser, or if Tenant loses use of any 920 portion of the Leased Spaces as a result of a Taking, then Tenant and Purchaser shall be entitled to assert receive and recover an 921 award keep, all of Seller’s interest in and to all awards arising from the condemnor for the loss Taking as well as any money theretofore received by Seller on account thereof, net of the value of Tenant’s leasehold estate and its other rights under 922 this Lease. Additionallyany expenses actually incurred by Seller, including reasonable attorneys’ fees, in that action Tenant shall be entitled to assert a claim against condemnor and 923 receive compensation from collecting the condemnor for its other damages incurred as a result of such 924 condemnation. Landlord shall be entitled to assert and recover an award from the condemnor for the loss 925 of Landlord’s remainder interest in the fee estate and all other damages and amounts allowed by law. 926same.

Taking. 899 (a) In the event that the Parking Facility, If a Taking of all or any part thereof, or access thereto, shall be taken 900 in condemnation proceedings or by exercise of any right of eminent domain or by agreement (such as 901 deed in lieu of an eminent domain action) between Landlord, Tenant, and those authorized to exercise 902 such right (any such matters being hereinafter referred to as a “taking”), Landlord and Tenant shall have 903 the right to participate in any such condemnation proceedings or agreement for the purpose of protecting 904 their interests hereunder. Each party so participating shall pay its own expenses and fees incurred therein. 905 906 (b) If at any time during the Term of this Lease there shall be a taking of any substantially all of the Parking 907 FacilityPremises occurs, so that as a result of the taking, or condemnation or deed in lieu of such taking (the “Taking”), 908 Tenant is unable to use, in a commercially reasonable manner, any portion of the Parking Facility for its 909 intended purpose, then this Lease shall terminate as of the date Vesting Date. If there is a Taking of less than substantially all of the Premises, then this Lease shall terminate on the Vesting Date with respect to the portion so taken. (b) If there is a Taking of part of the Complex but none of or less than substantially all of the Premises, Landlord may elect to terminate this Lease if (i) there is any Taking occurring during the last two (2) years of the Term; or (ii) in Landlord's reasonable judgment, it shall not be economically feasible to restore and replace the Building, the Premises, the Common Areas, the Complex or part thereof, to tenantable condition capable of being operated as a mixed use complex in an economical manner. If Landlord elects to terminate this Lease pursuant to this Section, Landlord shall, within one hundred twenty (120) days of the Taking. , give notice to Tenant, and the Term shall expire as of the last day of the calendar month in which such Notice is given. (c) If the effect of there is a Taking event is 910 to cause Tenant to lose the right to use greater of more than thirty percent thirty-three (3033%) of the Leased SpacesSquare Feet of the Premises, Tenant will 911 have the right Tenant, subject to Landlord's lenders' requirements, may elect to terminate this Lease or if, by reason of the Taking there is a prohibition of the use of the Premises for Tenant's actual permitted use thereof. If Tenant elects to keep terminate this Lease in effect and pursuant to reduce Rent proportionately in 912 accordance with the number this Section, Tenant shall, within one hundred twenty (120) days of Leased Spaces taken or which Tenant does not have use of relative to the 913 total number of Leased Spaces that existed just prior to the Taking. If the Parking Facility is only 914 partially usable after any such taking, then the Landlord shall have the authority give Notice to reallocate parking 915 spaces throughout the Parking Facility subject to availabilityLandlord, and to determine which parking spaces in 916 the Facility will be available for those purposes. Section 11.17(j) Term shall not apply with respect expire and come to an 917 amendment to effectuate end as of the changes provided for last day of the calendar month in this subsection which such Notice is given. (b). 918 919 (cd) If this Lease shall have terminated as a result of a Taking, or if Tenant loses use of any 920 portion of the Leased Spaces as a result of there is a Taking, then commencing on the Vesting Date, Base Rent shall be the product of (i) Base Rent immediately preceding the Taking, and (ii) a fraction, the numerator of which shall be the number of Square Feet within the Premises remaining after the Taking, and the denominator of which shall be the number of Square Feet within the Premises immediately preceding the Taking. (e) Tenant shall not be entitled to assert and recover an 921 hereby waives any and all claims against Landlord for any compensation or damage for loss of use of the Premises, the Common Areas or any portion thereof, for any interruption of services required to be provided by Landlord hereunder, and/or for any inconvenience or annoyance resulting from any damage, destruction, repair or restoration. (f) All compensation awarded or paid in respect of a Taking shall belong to and be the property of Landlord without any participation by Tenant. Nothing herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority in such condemnation proceeding for moving expenses; any fixtures or equipment owned by Tenant; and the unamortized cost of Tenant's improvements, provided that no such claim shall (x) diminish or otherwise adversely affect Landlord's award from or the condemnor award of any Fee Mortgagee, or (y) include any value for the loss of the value of Tenant’s leasehold estate and its other rights under 922 created hereby or the unexpired term of this Lease. Additionally, in that action Tenant shall be entitled to assert a claim against condemnor and 923 receive compensation from the condemnor for its other damages incurred as a result of such 924 condemnation. Landlord shall be entitled to assert and recover an award from the condemnor for the loss 925 of Landlord’s remainder interest in the fee estate and all other damages and amounts allowed by law. 926.

Taking. 899 If, prior to the Closing Date any part ofthe Property shall be taken by exercise of the power of eminent domain (a "Taking"), then Seller shall promptly notify Purchaser of such fact (a "Taking Notice"). (a) In the event that the Parking Facilitytwenty-five (25%) percent or more ofthe Property is affected by a Taking (a "Substantial Taking"), then Purchaser may, at its election, either (i) terminate this Agreement (1) in its entirety, or any part thereof(2) solely with respect to the Master Lease and Ground Lease associated with such Taking (but not with respect to the remaining Master Leases and Ground Leases), or access thereto(ii) elect to proceed with Closing in which event the provisions of Section I5.2(c) below shall apply. In the event that Purchaser fails to provide written notice of its election within forty-five (45) days following Purchaser's receipt ofthe Taking Notice, Purchaser shall be taken 900 deemed to have elected the alternative set forth in condemnation proceedings or by exercise of any right of eminent domain or by agreement Section I5.2(a)(i)(1). In the event that Purchaser delivers a notice oftermination under (1) as aforesaid, then this Agreement shall terminate in accordance with Purchaser's election; and in the event that Purchaser delivers a notice oftennination under (2) above, the Purchase Price shall be adjusted on a pro-rata basis to reflect that such as 901 deed building is no longer included in lieu of an eminent domain action) between Landlord, Tenant, and those authorized to exercise 902 such right (any such matters being hereinafter referred to as a “taking”), Landlord and Tenant shall have 903 the right to participate in any such condemnation proceedings or agreement for the purpose of protecting 904 their interests hereunder. Each party so participating shall pay its own expenses and fees incurred therein. 905 906 this transaction. (b) If In the event that twenty-five (25%) percent or more ofanyone building that is subject to any ofthe Master Leases and Ground Leases is affected by a Taking (a "Building Taking"), then Purchaser may at any time during its election, either (i) tenninate this Agreement solely with respect to the Term of Master Lease and Ground Lease associated with such Building Taking (but not with respect to the remaining Master Leases and Ground Leases) or (ii) elect to proceed with closing in which event the provisions ofSection 15 .2( c) below shall apply. IfPurchaser elects to tenninate this Lease there Agreement pursuant to this subsection (b )(i), the Purchase Price shall be adjusted on a taking of pro-rata basis to reflect that such building is no longer included in this transaction. In the event that Purchaser fails to provide written notice ofits election within forty-five (45) days following Purchaser's receipt ofthe Taking Notice, Purchaser shall be deemed to have elected the alternative set forth in Section 15.2(b)(i). (c) In the case ofany Taking other than a Substantial Taking or Building Taking, then (i) Purchaser shall not have any of the Parking 907 Facility, so that as a result of the taking, right or condemnation or deed in lieu of such taking (the “Taking”), 908 Tenant is unable to use, in a commercially reasonable manner, any portion of the Parking Facility for its 909 intended purpose, this Lease shall terminate as of the date of the Taking. If the effect of a Taking event is 910 to cause Tenant to lose the right to use greater than thirty percent (30%) of the Leased Spaces, Tenant will 911 have the right option to terminate this Lease Agreement in its entirety or to keep this Lease in effect and to reduce Rent proportionately in 912 accordance with the number of Leased Spaces taken or which Tenant does not have use of relative to the 913 total number of Leased Spaces that existed just prior to the Taking. If the Parking Facility is only 914 partially usable after any such taking, then the Landlord shall have the authority to reallocate parking 915 spaces throughout the Parking Facility subject to availability, and to determine which parking spaces in 916 the Facility will be available for those purposes. Section 11.17(j) shall not apply with respect to an 917 amendment anyone building, and this Agreement shall continue in effect, (ii) at the Closing Purchaser shall accept the Property subject to effectuate any Substantial Taking or Building Taking with no abatement ofor credit against the changes Purchase Price (except as expressly provided for in this subsection clause (biii) and (iv) below). 918 919 , and (ciii) If this Lease at the Closing, Seller shall have terminated as a result of a Takingassign and turn over to Purchaser, or if Tenant loses use of any 920 portion of the Leased Spaces as a result of a Taking, then Tenant and Purchaser shall be entitled to assert receive and recover an 921 award keep, all of Seller's interest in and to all awards arising from the condemnor for the loss of the value of Tenant’s leasehold estate and its other rights under 922 this Lease. AdditionallyTaking as well as any money theretofore received by Seller on account thereof, net ofany expenses actually incurred by Seller, including reasonable attorneys' fees, in that action Tenant shall be entitled to assert a claim against condemnor and 923 receive compensation from collecting the condemnor for its other damages incurred as a result of such 924 condemnation. Landlord shall be entitled to assert and recover an award from the condemnor for the loss 925 of Landlord’s remainder interest in the fee estate and all other damages and amounts allowed by law. 926same.

Taking. 899 (a) In case the event that whole of the Parking FacilityPremises, or any such part thereof as shall substantially interfere with Tenant’s use and occupancy thereof, or access thereto, shall be taken 900 in condemnation proceedings by any lawful power or authority by exercise of any the right of eminent domain domain, or by agreement sold to prevent such taking, within sixty (60) days after receipt of notice of such as 901 deed in lieu of an eminent domain action) between Landlordtaking, Tenant, and those authorized to exercise 902 such right (any such matters being hereinafter referred to as a “taking”), either Tenant or Landlord and Tenant shall have 903 the right to participate in any such condemnation proceedings or agreement for the purpose of protecting 904 their interests hereunder. Each party so participating shall pay its own expenses and fees incurred therein. 905 906 (b) If at any time during the Term of may terminate this Lease there shall be a taking of any effective as of the Parking 907 Facility, so that as a result of the taking, or condemnation or deed in lieu of date possession is required to be surrendered to said authority. If such taking (the “Taking”), 908 Tenant is unable to use, in a commercially reasonable manner, any portion of the Parking Facility Building or Project is so taken or sold so as to require, in the opinion of Landlord, a substantial alteration or reconstruction of the remaining portions thereof, or which renders the Building or Project economically unviable for its 909 intended purposeuse as presently intended, or requires cancellation of tenant leases representing substantially all of the Building, this Lease shall terminate may be terminated by Landlord, as of the date of the Taking. If the effect vesting of a Taking event is 910 title under such taking or sale, by written notice to cause Tenant within sixty (60) days following notice to lose the right to use greater than thirty percent (30%) Landlord of the Leased Spacesdate on which said vesting will occur. Except as provided herein, Tenant will 911 have shall not because of such taking assert any claim against Landlord or the right to terminate this Lease or to keep this Lease in effect and to reduce Rent proportionately in 912 accordance with the number taking authority for any compensation because of Leased Spaces taken or which Tenant does not have use of relative to the 913 total number of Leased Spaces that existed just prior to the Taking. If the Parking Facility is only 914 partially usable after any such taking, then the Landlord shall have the authority to reallocate parking 915 spaces throughout the Parking Facility subject to availability, and to determine which parking spaces in 916 the Facility will be available for those purposes. Section 11.17(j) shall not apply with respect to an 917 amendment to effectuate the changes provided for in this subsection (b). 918 919 (c) If this Lease shall have terminated as a result of a Taking, or if Tenant loses use of any 920 portion of the Leased Spaces as a result of a Taking, then Tenant shall be entitled to assert and recover an 921 award from the condemnor for the loss of the value of Tenant’s leasehold estate and its other rights under 922 this Lease. Additionally, in that action Tenant shall be entitled to assert a claim against condemnor and 923 receive compensation from the condemnor for its other damages incurred as a result of such 924 condemnation. Landlord shall be entitled to assert receive the entire amount of any award without deduction for any estate or interest of Tenant. If the amount of property or the type of estate taken shall not substantially interfere with Tenant’s use of the Premises, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant. In such event, Landlord shall promptly proceed to restore the Premises to substantially their condition prior to such partial taking, and recover an the rent shall be abated in proportion to the time during which, and to the part of the Premises of which, Tenant shall be so deprived on account of such taking and restoration. Notwithstanding the foregoing, during any rent abatement under this Lease, Tenant shall continue to be obligated to pay Landlord Additional Rent for all services and utilities provided to and used by Tenant during the period of the rent abatement. Nothing contained in this Article 13 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the taking authority for, the taking of personal property and fixtures belonging to Tenant or for relocation or business interruption expenses recoverable from the condemnor for the loss 925 of Landlord’s remainder interest in the fee estate and all other damages and amounts allowed by law. 926taking authority.

Taking. 899 (a) In case the event that whole of the Parking FacilityPremises, or any such part thereof as shall substantially interfere with Tenant’s use and occupancy thereof, or access thereto, shall be taken 900 in condemnation proceedings by any lawful power or authority by exercise of any the right of eminent domain domain, or by agreement sold to prevent such taking, within sixty (60) days after receipt of notice of such as 901 deed in lieu of an eminent domain action) between Landlordtaking, Tenant, and those authorized to exercise 902 such right (any such matters being hereinafter referred to as a “taking”), either Tenant or Landlord and Tenant shall have 903 the right to participate in any such condemnation proceedings or agreement for the purpose of protecting 904 their interests hereunder. Each party so participating shall pay its own expenses and fees incurred therein. 905 906 (b) If at any time during the Term of may terminate this Lease there shall be a taking of any effective as of the Parking 907 Facility, so that as a result of the taking, or condemnation or deed in lieu of date possession is required to be surrendered to said authority. If such taking (the “Taking”), 908 Tenant is unable to use, in a commercially reasonable manner, any portion of the Parking Facility Building or Project is so taken or sold so as to require, in the opinion of Landlord, a substantial alteration or reconstruction of the remaining portions thereof, or which renders the Building or Project economically inviable for its 909 intended purposeuse as presently intended, or requires cancellation of substantially all tenant leases in the Building, this Lease shall terminate may be terminated by Landlord, as of the date of the Taking. If the effect vesting of a Taking event is 910 title under such taking or sale, by written notice to cause Tenant within sixty (60) days following notice to lose the right to use greater than thirty percent (30%) Landlord of the Leased Spacesdate on which said vesting will occur. Except as provided herein, Tenant will 911 have shall not because of such taking assert any claim against Landlord or the right to terminate this Lease or to keep this Lease in effect and to reduce Rent proportionately in 912 accordance with the number taking authority for any compensation because of Leased Spaces taken or which Tenant does not have use of relative to the 913 total number of Leased Spaces that existed just prior to the Taking. If the Parking Facility is only 914 partially usable after any such taking, then the Landlord shall have the authority to reallocate parking 915 spaces throughout the Parking Facility subject to availability, and to determine which parking spaces in 916 the Facility will be available for those purposes. Section 11.17(j) shall not apply with respect to an 917 amendment to effectuate the changes provided for in this subsection (b). 918 919 (c) If this Lease shall have terminated as a result of a Taking, or if Tenant loses use of any 920 portion of the Leased Spaces as a result of a Taking, then Tenant shall be entitled to assert and recover an 921 award from the condemnor for the loss of the value of Tenant’s leasehold estate and its other rights under 922 this Lease. Additionally, in that action Tenant shall be entitled to assert a claim against condemnor and 923 receive compensation from the condemnor for its other damages incurred as a result of such 924 condemnation. Landlord shall be entitled to assert receive the entire amount of any award without deduction for any estate or interest of Tenant. If the amount of property or the type of estate taken shall not substantially interfere with Tenant’s use of the Premises, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant. In such event, Landlord shall promptly proceed to restore the Premises to substantially their condition prior to such partial taking, and recover an the rent shall be abated in proportion to the time during which, and to the part of the Premises of which, Tenant shall be so deprived on account of such taking and restoration. Notwithstanding the foregoing, during any rent abatement under this Lease, Tenant shall continue to be obligated to pay Landlord Additional Rent for all services and utilities provided to and used by Tenant during the period of the rent abatement. Nothing contained in this Article 13 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the taking authority for, the taking of personal property and fixtures belonging to Tenant or for relocation or business interruption expenses recoverable from the condemnor for the loss 925 of Landlord’s remainder interest in the fee estate and all other damages and amounts allowed by law. 926taking authority.

Taking. 899 If Seller has knowledge of the actual or threatened taking of all or any part of the Real Property and/or Parking Easement Property by exercise of right of eminent domain, Seller will give Purchaser prompt written notice (a “Condemnation Notice”) of such event. If, on or before the Closing Date, all of the Real Property and/or Parking Easement Property shall be taken or threatened to be taken by exercise of right or eminent domain, or there shall be taken or threatened to be taken so material a part thereof that, in the reasonable judgment of Purchaser, the taking does or, in the case of a threatened taking, will, materially interfere with the use of the Hotel, then Purchaser may elect to terminate this Agreement by giving Seller Notice to such effect by the earlier to occur of (a) In the event that the Parking Facility, Closing Date or any part thereof, or access thereto, shall be taken 900 in condemnation proceedings or by exercise of any right of eminent domain or by agreement (such as 901 deed in lieu of an eminent domain action) between Landlord, Tenant, and those authorized to exercise 902 such right (any such matters being hereinafter referred to as a “taking”), Landlord and Tenant shall have 903 the right to participate in any such condemnation proceedings or agreement for the purpose of protecting 904 their interests hereunder. Each party so participating shall pay its own expenses and fees incurred therein. 905 906 (b) If at any time during 15 days after Seller has given Purchaser the Term of this Lease there shall be a taking of any of the Parking 907 Facility, so that as a result of the taking, or condemnation or deed in lieu of such taking (the “Taking”), 908 Tenant is unable to use, in a commercially reasonable manner, any portion of the Parking Facility for its 909 intended purpose, this Lease shall terminate as of the date of the TakingCondemnation Notice. If the effect of a Taking event is 910 to cause Tenant to lose the right to use greater than thirty percent (30%) of the Leased Spaces, Tenant will 911 have the right Purchaser elects to terminate this Lease Agreement pursuant to this Section 13.2, this Agreement shall be deemed null and void (except for those obligations which expressly survive termination), the parties hereto shall have no further obligations to or recourse against each other except as otherwise expressly set forth herein, and the Deposit shall be returned to keep Purchaser. If Purchaser does not timely elect to terminate this Lease in effect and Agreement or if Purchaser is obligated to reduce Rent proportionately in 912 accordance close because the condemnation does not materially interfere with the number of Leased Spaces taken or which Tenant does not have use of relative to the 913 total number of Leased Spaces that existed just prior to the Taking. If the Parking Facility is only 914 partially usable after any such takingHotel, then the Landlord Closing shall have take place as herein provided without any abatement of the authority Purchase Price, and Seller shall, by written instrument at the Closing, assign to reallocate parking 915 spaces throughout Purchaser all of Seller’s and/or the Parking Facility subject to availabilityEasement Property owner’s right, title and interest in and to determine which parking spaces any condemnation award. For purposes of this Section 13.2, the term “taking” shall include temporary takings in 916 the Facility will be available for those purposes. Section 11.17(j) shall not apply with respect to an 917 amendment to effectuate the changes provided for in this subsection (b). 918 919 (c) If this Lease shall have terminated excess of 15 days within a 365-day period as a result of a Taking, or if Tenant loses use of any 920 portion of the Leased Spaces well as a result of a Taking, then Tenant shall be entitled to assert and recover an 921 award from the condemnor for the loss of the value of Tenant’s leasehold estate and its other rights under 922 this Lease. Additionally, in that action Tenant shall be entitled to assert a claim against condemnor and 923 receive compensation from the condemnor for its other damages incurred as a result of such 924 condemnation. Landlord shall be entitled to assert and recover an award from the condemnor for the loss 925 of Landlord’s remainder interest in the fee estate and all other damages and amounts allowed by law. 926permanent takings.

Taking. 899 (a) In If the event that whole or a material portion of the Parking FacilityFacility or any Colocation Space is taken under the power of eminent domain, or any part thereofsold to a governmental authority to prevent the exercise thereof (collectively, or access thereto, shall be taken 900 in condemnation proceedings or by exercise of any right of eminent domain or by agreement (such as 901 deed in lieu of an eminent domain action) between Landlord, Tenant, and those authorized to exercise 902 such right (any such matters being hereinafter referred to as a “taking”), Landlord and Tenant shall have 903 the right to participate in any such condemnation proceedings or agreement for the purpose of protecting 904 their interests hereunder. Each party so participating shall pay its own expenses and fees incurred therein. 905 906 (b) If at any time during the Term of this Lease there shall be a taking of any of the Parking 907 Facility, so that as a result of the taking, or condemnation or deed in lieu of such taking (the “Taking”), 908 Tenant is unable to use, in a commercially reasonable manner, any portion of the Parking Facility for its 909 intended purpose, this Lease applicable Agreement or Agreements (that are affected by such Taking) shall automatically terminate as of the earlier of the date of transfer of title resulting from such Taking or the Taking. If date of transfer of possession resulting from such Taking (the effect “Taking Date”). (b) In the event of a Taking event is 910 to cause Tenant to lose the right to use greater than thirty percent of: (30%i) such portion of the Leased SpacesFacility as shall, Tenant will 911 have in the right opinion of Supplier, substantially interfere with Supplier’s operation thereof for a period of time in excess of one hundred eighty (180) days, Supplier may terminate the applicable Agreement or Agreements (that are affected by such Taking) upon the Taking Date by delivery of written notice to terminate this Lease or to keep this Lease in effect and to reduce Rent proportionately in 912 accordance with the number of Leased Spaces taken or which Tenant does not have use of relative to the 913 total number of Leased Spaces that existed just Customer given at any time prior to the TakingTaking Date or (ii) such portion of the Facility or any Colocation Space as shall prevent Customer (or its sublicensee) from conducting Customer’s (or its sublicensee’s) business in any portion of a Colocation Space, for a period of time in excess of one hundred eighty (180) days. If the Parking Facility is only 914 partially usable after any such taking, then the Landlord Customer shall have the authority option to reallocate parking 915 spaces throughout terminate the Parking Facility subject applicable Agreement or Agreements (that are affected by such Taking) upon the Taking Date by delivery of written notice to availability, and Supplier given at any time prior to determine which parking spaces in 916 the Facility will be available for those purposes. Section 11.17(j) shall not apply with respect to an 917 amendment to effectuate the changes provided for in this subsection (b). 918 919 Taking Date. (c) If this Lease shall have terminated as a result portion of a TakingColocation Space is so taken and the applicable Agreement is not terminated: (i) Supplier shall, or if Tenant loses use with reasonable diligence and at Supplier’s cost (to the extent of any 920 the condemnation award received by Supplier), proceed to restore (to the extent permitted by applicable Laws) the applicable Colocation Space and the Facility (other than Customer Equipment) to a complete, functioning unit and (ii) the Charges payable hereunder shall be equitable reduced based on the portion of the Leased Spaces as a result of a Taking, then Tenant shall be entitled to assert and recover an 921 award Colocation Space that Customer is prevented from the condemnor using for the loss of the value of Tenant’s leasehold estate and its other rights under 922 this Lease. Additionally, in that action Tenant shall be entitled to assert a claim against condemnor and 923 receive compensation from the condemnor for its other damages incurred Permitted Use as a result of such 924 condemnation. Landlord Taking. (d) Except as expressly provided otherwise in this Section 10.2, the entire award for any Taking shall belong to Supplier (without deduction for any estate or interest of Customer), except that Customer shall be entitled to assert and recover an independently pursue a separate award from the condemnor for the loss 925 of, or damage to, Customer Equipment and Customer’s relocation costs directly associated with the Taking (but Customer shall not otherwise assert any claim against Supplier or the condemning authority). No temporary Taking (for less than one hundred eighty (180) days days) of Landlordthe Facility of any Customer (or any portion thereof) shall terminate any Agreement or entitle Customer to any abatement or reduction of the Charges payable by Customer hereunder; provided that any award for any such temporary Taking shall belong to Customer, but only to the extent that the award applies to any time period during the Term of the applicable Agreement. (e) This Section 10.2 shall be Customer’s remainder interest sole and exclusive remedy in the fee estate event of a Taking, and all other damages each of Supplier and amounts allowed by lawCustomer hereby waives the provisions of any Laws to the contrary. 92611.

Taking. 899 If, prior to the Closing Date any part of the Real Property shall be taken by exercise of the power of eminent domain or Seller receives notice that such a taking shall take place (a “Taking”), then Seller shall promptly notify Purchaser of such fact (a “Taking Notice”). (a) In the event that case of a Taking other than a Material Taking, as hereinafter defined, this Agreement shall continue in full force and effect and there shall be no abatement of the Parking FacilityPurchase Price. Seller shall be relieved, or however, of its duty to convey title to the portion of the Real Property so taken, but Seller shall, on the Closing Date, assign to Purchaser all rights and claims to any part awards arising therefrom as well as any money theretofore received by Seller on account thereof, or access thereto, shall be taken 900 in condemnation proceedings or by exercise net of any right of eminent domain or expenses actually incurred by agreement (such as 901 deed Seller, including attorneys’ fees, in lieu of an eminent domain action) between Landlord, Tenant, and those authorized to exercise 902 such right (any such matters being hereinafter referred to as a “taking”), Landlord and Tenant shall have 903 collecting the right to participate in any such condemnation proceedings or agreement for the purpose of protecting 904 their interests hereunder. Each party so participating shall pay its own expenses and fees incurred therein. 905 906 same. (b) If at any time during In the Term case of this Lease there shall be a taking of any Taking which includes more than five percent (5%) of the Parking 907 FacilityLot, so that as a result reduces the area of the takingBuilding below 180,000 gross square feet, reduces by at least five percent (5%) the number of parking spaces in the Proposed Project, or condemnation otherwise reduces or deed in lieu materially interferes with the use of such taking the Real Property for the Proposed Project (the each a “Material Taking”), 908 Tenant is unable to use, in a commercially reasonable manner, any portion of the Parking Facility for its 909 intended purpose, this Lease Purchaser shall terminate as of the date of the Taking. If the effect of a Taking event is 910 to cause Tenant to lose the right to use greater than thirty percent (30%) of the Leased Spaces, Tenant will 911 have the right to terminate this Lease Agreement by delivering notice of such termination to Seller on or before the earlier of the Closing Date or the date twenty (20) days after it receives the Taking Notice. In the event that Purchaser fails to keep this Lease exercise such termination right within such twenty (20) day (or shorter) period, Purchaser shall be deemed to have waived such termination right, in effect and which event the provisions of Section 14.1(a) shall apply to reduce Rent proportionately in 912 accordance with the number of Leased Spaces taken or which Tenant does not have use of relative to the 913 total number of Leased Spaces that existed just prior to the such Taking. If In the Parking Facility is only 914 partially usable after any such takingevent that Purchaser delivers a notice of termination as aforesaid, then this Agreement shall terminate, the Landlord Title Company shall refund the Deposit plus any accrued interest to Purchaser, whereupon neither party shall have any further liabilities, rights or obligations under this Agreement except for those which expressly survive the authority to reallocate parking 915 spaces throughout termination of this Agreement. Notwithstanding the Parking Facility subject to availabilityforegoing, in the event that a Taking occurs which prohibits the Improvements and/or the Proposed Project from being constructed, maintained, and used on the Lot, the Purchaser shall be deemed to determine which parking spaces have duly delivered a notice of termination of this Agreement as required hereunder, in 916 the Facility will be available for those purposes. Section 11.17(j) shall not apply with respect to an 917 amendment to effectuate the changes provided for in this subsection (b). 918 919 (c) If this Lease shall have terminated as a result absence of a Taking, contrary notice from the Purchaser on or if Tenant loses use of any 920 portion before the earlier of the Leased Spaces as a result of a Taking, then Tenant shall be entitled to assert and recover an 921 award from Closing Date or the condemnor for date that is ten (10) days after it receives the loss of the value of Tenant’s leasehold estate and its other rights under 922 this Lease. Additionally, in that action Tenant shall be entitled to assert a claim against condemnor and 923 receive compensation from the condemnor for its other damages incurred as a result of such 924 condemnation. Landlord shall be entitled to assert and recover an award from the condemnor for the loss 925 of Landlord’s remainder interest in the fee estate and all other damages and amounts allowed by law. 926Taking Notice.