Common use of Termination Rights Clause in Contracts

Termination Rights. If during the Term of this Lease the Real Property or Improvements or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then (i) this Lease shall terminate as to the entire affected Premises at Landlord’s election by written notice given to Tenant within sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Property.

Termination Rights. If the Buildings, or the Common Areas necessary for Tenant’s use and occupancy of the Premises, are damaged or destroyed in whole or in part under circumstances in which (i) repair and restoration is permitted under applicable governmental laws, regulations and building codes then in effect and (ii) repair and restoration reasonably can be completed within a period of one (1) year (or, in the case of an occurrence during the last year of the Term of this Lease Lease, within a period of sixty (60) days) following the date of the occurrence, then Landlord, as to the Buildings and Common Areas and the tenant improvements, shall commence and complete, with all due diligence and as promptly as is reasonably practicable under the conditions then existing, all such repair and restoration as may be required to return the affected portions of the Real Property to a condition comparable to that existing immediately prior to the occurrence. In the event of damage or Improvements or any substantial part destruction the repair of eitherwhich is not permitted under applicable governmental laws, is taken by eminent domain or by reason of any public improvement or condemnation proceedingregulations and building codes then in effect, or if such damage or destruction (despite being repaired to the extent then permitted under applicable governmental laws, regulations and building codes) would materially impair Tenant’s ability to conduct its business in any manner by exercise the Premises, then either party may terminate this Lease as of the right of eminent domain (including any transfer in avoidance of an exercise date of the power of eminent domain), then (i) this Lease shall terminate as occurrence by giving written notice to the entire affected Premises at Landlord’s election by written notice given to Tenant other within sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent date of the taking have been finally determinedoccurrence; if neither party timely elects such termination, or if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede damage or permanently destruction after being repaired would not materially impair Tenant’s use of the balance of ability to conduct its business in the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, then this Lease shall continue in full force and effect (effect, except that there shall be an equitable abatement of adjustment in monthly Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses Share, based upon the degree extent to which Tenant’s ability to conduct its business in the Premises is impaired), and Landlord shall restore the Common Areas and Building and Common Area and tenant improvements to a complete architectural whole and to a functional condition and condition. In the event of damage or destruction which cannot reasonably be repaired within one (1) year (or, in the case of an occurrence during the last twenty-four (24) months of the Term of this Lease, within a period of sixty (60) days) following the date of the occurrence, then either Landlord or Tenant, at its election, may terminate this Lease as nearly as reasonably possible of the date of the occurrence by giving written notice to the condition existing before other within thirty (30) days after the taking. In connection with any date of the occurrence; if neither party timely elects such restorationtermination, then this Lease shall continue in full force and effect and Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected repair and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration restore applicable portions of the ImprovementsReal Property in accordance with the first sentence of this Section 15. Each party waives Landlord and Tenant agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Project with respect to termination of this Lease and hereby waive the provisions of Code of Civil Procedure Section 1265.130, allowing either party any present or future statute to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Propertyextent inconsistent herewith.

Termination Rights. If during Within sixty (60) days after Landlord becomes aware of such damage to the Term Building or the Premises, Landlord shall notify Tenant in writing ("Landlord's Damage Notice") of the estimated time, in Landlord's reasonable judgment, required to substantially complete Landlord's Restoration Work (the "Estimated Repair Period "), as well as the time estimated by Landlord for Tenant to substantially complete Tenants restoration work. Notwithstanding the terms of Section 11.1 above, Landlord may elect not to rebuild and/or restore the Building pertaining to Landlords Restoration Work and instead terminate this Lease and all other leases in the Real Property or Improvements or any substantial part Building by notifying Tenant in writing of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then (i) this Lease shall terminate as to the entire affected Premises at Landlord’s election by written notice given to Tenant such termination within sixty (60) days after the taking has occurreddate of damage, such notice to include a termination date giving Tenant ninety (90) days to vacate the Premises, but Landlord may so elect only if (i) the Building shall be damaged by fire or other casualty or cause, whether or not the Premises are affected, (ii) Landlord terminates the leases of all tenants in the Building and one or more of the following conditions is present : (i) repairs cannot, in Landlord's reasonable opinion, as set forth in Landlord's Damage Notice, reasonably be completed within three hundred (300) days of the ▇▇▇▇ of damage (when such repairs are made without the payment of overtime or other premiums); or (ii) the damage is not fully covered by Landlord's insurance policies and the uninsured cost exceeds Landlord's Contribution Amount, as defined below; provided, however, that (A) if Landlord does not elect to terminate this Lease pursuant to Landlords; termination right as provided above, (B) the damage constitutes a Tenant Damage Event (as defined below), and (iiC) the repair of such damage cannot, in the reasonable opinion of Landlord, as set forth in Landlord's Damage Notice, be completed within three hundred (300) days after the date of the damage, then Tenant may elect to terminate this Lease by delivering written notice thereof to Landlord within sixty (60) days after Tenants receipt of Landlord's Damage Notice. The term "Landlord's Contribution Amount," as used herein, shall mean One Million Dollars ($1,000,000), plus Fifty Thousand Dollars ($50,000.00) per each Calendar Year of the Lease Term which has expired as of the date of such casualty. As used herein, a "Tenant Damage Event" shall mean damage to all or any part of the Premises or any common areas of the Building necessary for Tenants use of the Premises by fire or other casualty, which damage substantially interferes with Tenant's use of or access to the Premises and would entitle Tenant to an abatement of Rent pursuant to Section 11.1 above. In addition, in the event of a Tenant Damage Event, and if neither Landlord nor Tenant has elected to terminate this Lease as provided hereinabove, but Landlord fails to substantially complete Landlord's Restoration Work within the Estimated Repair Period plus thirty (30) days, plus the number of days of actual delay, if any, attributable to events of "Force Majeure," as that term is defined in Section 24.17 hereof, plus the number of days of delay, if any, as are attributable to the negligent acts or omissions of Tenant, then Tenant shall have an additional right to terminate this Lease by delivering written termination notice to Landlord within ten (10) business days after the expiration of such period. Further, in the event that the Premises or the Building is destroyed or damaged during the last twelve (12) months of the lease Term so as to constitute a Tenant Damage Event and the, repairs cannot, in the entire affected Premises at Tenant’s electionreasonable opinion of Landlord, as set forth in Landlord's Damage Notice, be completed within sixty (60) days of the date of the damage, then notwithstanding anything contained in this Article 11, Landlord and Tenant shall each have the option to terminate this Lease, by giving written termination notice given to Landlord the other party of the exercise of such option within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is date of such extent and nature as substantially to handicap, impede damage or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premisesdestruction. If either Landlord or Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord exercises any of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects its options to terminate this Lease as hereinabove providedprovided hereinabove, (1) this Lease shall continue in full force cease and effect terminate as of the date of such termination notice, (except that there 2) Tenant shall be an equitable abatement of Minimum Rental pay the Base Rent and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired)Additional Rent, Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, properly apportioned up to such payment controls date of termination, and (3) both parties hereto shall thereafter be freed and discharged of all further obligations hereunder, except as either party or its lender may reasonably require provided for in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in which by their terms survive the event expiration or earner termination of a partial condemnation of the Buildings or Real Propertythis Lease.

Termination Rights. If during 24.1 Landlord's Right to Terminate Lease upon Sale or Tax Law Change. (a) In the Term of this Lease the Real Property or Improvements or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then event (i) Landlord enters into a bona fide contract to sell the Leased Property to a non-Affiliate, or (ii) of a Tax Law Change resulting in Landlord's determination to terminate this Lease, then in either such event Landlord may terminate this Lease shall terminate as to the entire affected Premises at Landlord’s election by written notice given to Tenant within giving not less than sixty (60) days prior Notice to Tenant of Landlord's election to terminate this Lease upon the closing under such contract or upon a date specified by Landlord which is on or after the taking has occurredeffective date of the Tax Law Change. Landlord shall be entitled to terminate this Lease by reason of a Tax Law Change only if all other Pool Leases and Other Leases are concurrently terminated, and (ii) other than any other Pool Lease or Other Lease that relates to a property that Host REIT, Host O.P. or any wholly owned Subsidiary thereof cannot own, following such Tax Law Change, without incurring potential adverse effects for Host REIT, Host O.P. or such Subsidiary, unless such property is subject to a lease. Effective upon such date, this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent be of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full no further force and effect except as to the remaining portion any obligations of the Premises. If Tenant elects to terminate parties existing as of such date that survive termination of this Lease, and all Rent, including Percentage Rent and Additional Charges, shall be adjusted as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date termination date. (The term "TAX LAW CHANGE" shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on mean any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business change in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts Code (including, without limitation, any necessary negotiation a change in the Treasury regulations promulgated thereunder), or intercession with its lenderin the judicial or administrative interpretations of the Code, which in Landlord's determination will permit Landlord, Host REIT, Host O.P. or another entity in which Host REIT or Host O.P. owns substantially all of the economic interests to operate the Facility as a hotel without adversely affecting Host REIT's qualification for taxation as a real estate investment trust under applicable Code provisions). Landlord, in the event it enters into a bona fide contract to sell the Leased Property to a non-Affiliate, and subject to the restrictions set forth in Section 20.4, shall be permitted to transfer the Leased Property subject to the Lease, provided, however, that the parties shall make such reasonable modifications, if any, hereto as shall be necessary or appropriate in connection with such transfer, including, without limitation, termination or modification of the Related Agreements and/or the Asset Management Agreement as they relate to this Lease, but no amendment hereto shall (i) to ensure that any severance damages increase Tenant's rental obligations or other condemnation awards intended financial obligations hereunder, (ii) have a material adverse effect upon Tenant's rights hereunder, (iii) materially increase Tenant's non-economic obligations hereunder, or (iv) decrease Landlord's obligations hereunder; and provided further that in such event Landlord shall not, without the consent of Tenant, transfer the Leased Property or any interest therein to provide compensation for rebuilding any Person which (A) does not have sufficient financial resources and liquidity to fulfill "Owner's" obligations under the Management Agreement and Landlord's obligations under this Lease, or restoration costs are promptly collected and made available to Tenant and Landlord subject only(B) who has been, to such payment controls as either party or its lender may reasonably require is in order to ensure the proper application control of, controlled by or under common control with Persons who have been, convicted of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease felonies involving moral turpitude in the event of a partial condemnation of the Buildings any state or Real Propertyfederal court.

Termination Rights. If during (a) Bunge may terminate this Agreement at any time, with or without cause, upon at least 15 days prior written notice to REG; provided, that if at any time the Term four month rolling average of this Lease the Real Property or Improvements or any substantial part of either, production at each Facility for which Services are provided is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise greater than forty percent (40%) of the right of eminent domain nameplate capacity for such Facilities (including any transfer in avoidance of an exercise of the power of eminent domain“Capacity Test”), then the requirement to provide at least 15 days prior written notice shall be extended to 45 days during the period of time that the Capacity Test is met. (b) REG may terminate this Agreement immediately upon notice to Bunge if Bunge has (i) breached any material representation, warranty, or obligation under this Lease shall terminate as to the entire affected Premises at Landlord’s election by written notice given to Tenant within sixty (60) days after the taking has occurredAgreement, and (ii) this Lease shall terminate as failed to the entire affected Premises at Tenant’s election, by written notice given to Landlord remedy such breach within thirty (30) 30 days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is REG has given notice of such extent and nature breach, or if such breach cannot reasonably be cured within such 30-day period, as substantially to handicapsoon as reasonably possible, impede or permanently impair Tenant’s use but in all events within 45 days after REG has given notice of such breach. (c) Upon the balance occurrence of the Premisesany Event of Default (as defined in Section 4), then, and in each such event (iiiother than an event described in Sections 4(c) or 4(d)), Bunge shall have the right, in Bunge’s sole discretion, to declare that its obligations under this Lease shall remain Agreement, any Feedstock Agreement and/or Biodiesel Agreement in full force and effect as to the remaining portion Bunge’s sole discretion have terminated, whereupon such obligations of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there Bunge shall be an equitable abatement of Minimum Rental immediately and of Tenant’s Operating Cost Share of Operating Expenses based upon forthwith terminated, and Bunge shall have the degree further right to which Tenant’s ability to conduct its business in the Premises is impaired)declare all amounts under this Agreement, Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restorationFeedstock Agreement and/or Biodiesel Agreement, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected all accrued and made available to Tenant and Landlord subject onlyunpaid Variable Rate Fees, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application be forthwith due and payable, whereupon all of such proceeds toward amount shall become and be immediately due and payable, without demand or notice of any kind, all of which are hereby expressly waived by REG and the restoration Party Affiliates, and Bunge shall have the further right to exercise any and all other rights and remedies which it may have at law or in equity. In the event Bunge declares its obligations as terminated, then REG and the Party Affiliates likewise shall have no further payment obligations to Bunge, other than for any accrued amounts that may be then due. (d) Upon the occurrence of any Event of Default described in Section 4(c) or 4(d), Bunge’s obligations under this Agreement, all Feedstock Agreements and all Biodiesel Agreements shall automatically terminate and all amounts under this Agreement, and all Feedstock Agreements and all Biodiesel Agreements shall automatically become immediately due and payable, without demand or notice of any kind, all of which are hereby expressly waived by REG and the Party Affiliates, and Bunge shall have the right to exercise any and all other rights and remedies which it may have at law or in equity. (e) Bunge shall at all times, whether or not this Agreement, any Feedstock Agreement and/or any Biodiesel Agreement has been terminated, have the right to enter into any Facility and remove all Feedstock and Biodiesel owned by Bunge pursuant to the rights granted to Bunge under this Agreement, any Feedstock Agreement and/or any Biodiesel Agreement. Bunge is hereby granted access to each Facility in a manner and at times reasonably necessary and convenient for Bunge to so remove such Feedstock and Biodiesel. Bunge shall act in a reasonably careful manner in removing such Feedstock and Biodiesel so as not to cause damage to REG’s or a Party Affiliate’s property. (f) REG may terminate this Agreement if the Reorganization Closing has not occurred by January 8, 2010 by providing notice to Bunge no later than January 13, 2010; provided, that such termination right may not be exercised by REG if as of January 8, 2010 REG or an Affiliate of REG is a party to one or more Tolling Agreements as of the Improvementsdate of this Agreement which provide for a volume of 50,000,000 gallons or more of Biodiesel with terms of 12 months or more. Each party waives “Reorganization Closing” means the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation closing of the Buildings or Real Propertyrestructuring transactions between REG and Blackhawk Biofuels, LLC (“Blackhawk”) and REG and Central Iowa Energy, LLC (“CIE”), as documented pursuant to an Agreement and Plan of Merger and an Asset Purchase Agreement, respectively.

Termination Rights. If during the Term of this Lease the Real Property or Improvements or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then (i) this Lease shall terminate as to the entire affected Premises at Landlord’s 's election by written notice given to Tenant within sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s 's election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s 's use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s 's election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s 's Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s 's ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Property.

Termination Rights. (a) If during more than fifty percent (50%) the Term Building or the Premises shall be totally or substantially damaged or destroyed by fire or other casualty, or if the Building shall be so damaged or destroyed by fire or other casualty (whether or not the Premises are damaged or destroyed) as to require a reasonably estimated expenditure of more than fifty percent (50%) of the full replacement cost of the Building immediately prior to the casualty (either, a “Substantial Casualty”), then in either such case Landlord may terminate this Lease by giving Tenant notice to such effect within ninety (90) days after the Real Property date of the casualty. In addition, and notwithstanding anything herein to the contrary, Landlord shall also have the right to terminate this Lease if (1) in connection with a Substantial Casualty, notwithstanding the Landlord has maintained the insurance coverage required to be maintained hereby, the actual insurance proceeds are insufficient to pay the full cost of such restoration, (2) the holder of any Mortgage secured by the Building fails or Improvements refuses to make such insurance proceeds available for such repair and restoration (provided that Landlord agrees to use commercially reasonable efforts to cause the applicable loan documents to provide that such holder will make insurance proceeds available for restoration so long as there is at least three years left in the Lease Term, including by way of an early exercise by Tenant of a renewal term, and to use best efforts to cause such holder to make such insurance proceeds available for restoration,) or any substantial part (3) after a Substantial Casualty, as the result of eitherthe changes to zoning Requirements, the Building cannot be rebuilt to at least 75% of its current FAR or cannot be used for Office Use after restoration. (b) Upon a Substantial Casualty: (i) Unless Landlord elects to terminate this Lease as provided in Section 17.3(a) hereof, within ninety (90) days after the date of such casualty, Landlord shall give to Tenant a statement (the “Architect’s Statement”) from a reputable, independent architect, licensed as an architect in Prince George’s County, reasonably selected by Landlord, that sets forth such architect’s good faith estimate and assumptions as to when the repairs to the Building and Premises will be substantially complete. (ii) If (A) such architect estimates in the Architect’s Statement that the repairs to the Building and the Premises will be substantially complete more than twelve (12) months after the date of such casualty or (B) the repairs or restoration that Landlord is taken obligated to make are not substantially completed within the greater of (x) the aforementioned twelve (12) month period, as applicable, after the date of such casualty or (y) the lesser period of time originally estimated by eminent domain such architect (which period, in either subclause (x) or (y), shall be extended for up to 120 days if Landlord is delayed in making such repairs by reason of any public improvement or condemnation proceedinga noticed Force Majeure Event (such period, or in any manner by exercise of as same may be so extended, the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain“Restoration Period”)), then (i) then, Tenant may elect to terminate this Lease shall terminate as by giving notice of such termination to Landlord. For Tenant’s notice of termination to be effective, it must be given, in the entire affected Premises at Landlord’s election by written notice given to Tenant case of clause “(A)” within sixty (60) days after the taking has occurreddate Landlord gives to Tenant the Architect’s Statement, and or, in the case of clause “(ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord B),” within thirty (30) days after the nature and extent last day of the taking have been finally determinedRestoration Period as originally noticed by Landlord, if the portion time being of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use essence in both cases. If a Substantial Casualty occurs in the last eighteen (18) months of the balance Lease Term and the Restoration Period is more than one-third (1/3) of the Premises, and (iii) this then-remaining Lease shall remain in full force and effect as to the remaining portion of the Premises. If Term then either Landlord or Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects may elect to terminate this Lease by giving notice of such termination to the other party (provided that Landlord’s termination election shall be revoked in the event Tenant elects to renew the Lease as hereinabove providedpermitted by Article XXVI). For Landlord or Tenant’s notice of termination pursuant to the preceding sentence to be effective, it must be given within sixty (60) days after the receipt of the Architect’s Statement, time being of the essence. Notwithstanding the foregoing, if Tenant fails to give Landlord such notice of termination in the manner and in the time period set forth above, then Tenant’s right to terminate this Lease shall be null and void, and of no further force or effect, and this Lease shall continue in full force and effect effect, subject to the other provisions of this Lease. (except that there iii) In the event Landlord shall fail to deliver an Architect’s Statement as required above (time being of the essence), Tenant may obtain an Architect’s Statement and such Architect’s Statement shall be an equitable abatement of Minimum Rental deemed substituted for the one that Landlord would be required to deliver. (c) If, in accordance with, and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired)subject to, Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code this Section 17, either Landlord or Tenant give the other such notice of Civil Procedure Section 1265.130termination (and Landlord’s notice is not revoked as provided above) the Lease Term shall expire as fully and completely on the date which is thirty (30) days after the date on which Landlord or Tenant gives the other such notice of termination, allowing either party as if such termination effective date were the Expiration Date, and on or prior to petition such termination effective date (provided that Tenant shall not have any obligation to remove any Tenant’s Property or Specialty Alterations), Tenant shall quit, surrender and vacate the Superior Court Premises in accordance with the applicable provisions of this Lease, without prejudice, however, to terminate Landlord’s rights and remedies against Tenant under the provisions of this Lease in effect prior to such termination effective date, and any Base Rent or additional rent owing prior to the event date of a partial condemnation casualty shall be paid up to such date, and any payments of Base Rent or additional rent made by Tenant which were on account of any period subsequent to the date of the Buildings or Real Propertycasualty (less any amounts of other rents then owing to Landlord) shall be returned to Tenant.

Termination Rights. (a) If during (i) the Term Premises shall be totally or substantially damaged or rendered wholly or substantially untenantable by a Casualty and Landlord elects not to restore the same, (ii) the Building shall be so damaged that Landlord determines that substantial alteration or reconstruction of the Building or the Premises shall be required, (iii) any mortgagee shall require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building, then Landlord may terminate this Lease upon written notice to Tenant. (b) If the Real Property Premises are substantially damaged by a Casualty or Improvements are rendered substantially untenantable thereby, and if Landlord shall not elect to terminate this Lease pursuant to Section 15.02(a) above, Landlord shall, within seventy-five (75) days following the Casualty, cause its contractor or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise architect to give written notice to Tenant of the right of eminent domain (including any transfer in avoidance of an exercise date by which the restoration of the power Premises shall be substantially completed (the “Estimated Restoration Date”). If such notice shall indicate that the Estimated Restoration Date shall not occur within one hundred eighty (180) days following the receipt of eminent domainthe insurance proceeds (the “Restoration Date”), then Tenant may terminate this Lease by giving notice to Landlord not later than fifteen (i15) days after receiving such notice and in such event this Lease shall terminate as to on the entire affected Premises at Landlorddate specified in Tenant’s election by written notice given to Tenant within sixty (60) days after for the taking has occurred, and (ii) termination of this Lease (which date shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within not be more than thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is giving of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premisesnotice). If Tenant elects shall not so elect to terminate this Lease, as but Landlord shall thereafter fail to substantially complete the affected Premisesrestoration of the Premises on or before the Restoration Date (subject to Unavoidable Delays), Tenant shall also notify may terminate this Lease by giving written notice to Landlord of the date of termination, which date shall not be earlier than at any time within thirty (30) days nor later following the Restoration Date but prior to Landlord’s actual delivery of the Premises to Tenant in substantially complete condition. In addition, if the Premises are substantially damaged by a Casualty or are rendered substantially untenantable thereby during the last year of the Term, and balance of the Term remaining after the Estimated Restoration Date is estimated to be less than ninety six (906) days after months, either Landlord or Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to may terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect upon thirty (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible 30) days prior written notice to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Propertyparty.

Termination Rights. If during (a) Cheshire shall have the Term right, at its sole option, to terminate this Agreement (the "Cheshire Optional Termination") at any time prior to the execution of this Lease the Real Property either a construction contract or Improvements or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or a construction management contract as described in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then Paragraph 8 upon (i) this Lease shall terminate as to the entire affected Premises at Landlord’s election by written notice given to Tenant within sixty (60) days after the taking has occurred, CareMatrix and (ii) payment to CareMatrix of a termination fee (the "Termination Fee") equal to (1) all of CareMatrix's actual out-of-pocket costs paid to unrelated third parties by CareMatrix in connection with the Project, including all legal fees incurred in connection with the development of the Project and in connection with CareMatrix's agreements with Cheshire (the "Termination Costs") plus (2) a sum equal to the lesser of (y) One Hundred Thousand Dollars ($100,000.00) or (z) One Hundred Percent (100%) of the Termination Costs plus (3) a sum equal to One Thousand Dollars ($1,000.00) per unit approved for the Project. The Termination Fee shall be payable at the time and in the manner Development Costs would be payable pursuant to Paragraph 7. Upon exercise of the Cheshire Optional Termination, other than the obligation to pay the Termination Fee as provided herein, this Lease Agreement, including, the provisions of Paragraph 10, shall terminate and, except as provided herein, neither CareMatrix nor Cheshire shall have any further obligation or liability to the other for expenses, reimbursement, costs or liabilities incurred in connection with the Project. In the event that Cheshire exercises its termination right pursuant to this Paragraph at any time during which Cheshire has alleged a default by CareMatrix and a right to terminate this Agreement pursuant to Paragraph 12, Cheshire shall pay to CareMatrix the Termination Fee as pr▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ph and shall pursue a determination in arbitration of its allegation of default and right to terminate pursuant to Paragraph 12. If such determination in arbitration is in favor of Cheshire, CareMatrix shall refund the Termination Fee paid. If. such determination in arbitration is in favor of CareMatrix, CareMatrix shall be entitled to retain the Termination Fee. Each party shall pay its own costs, including attorneys' fees, incurred in such arbitration. (b) CareMatrix shall have the right, at its sole option, to terminate this Agreement (the "CareMatrix Optional Termination") at any time prior to the execution of either a construction contract or a construction management agreement as described in Paragraph 8 upon written notice to Cheshire. Upon exercise of CareMatrix of the CareMatrix Optional Termination, Cheshire shall be entitled to the same rights as it would have if CareMatrix had defaulted pursuant to Paragraph 12 without reference to or a determination in arbitration as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent existence of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede a default or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date propriety of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Property.

Termination Rights. If during Landlord may terminate ▇▇▇▇▇▇’s right to possession of the Term Premises at any time. No act by Landlord other than giving notice to Tenant shall terminate this Lease. Acts of maintenance, efforts to relet the Premises, or the appointment of a receiver on Landlord’s initiative to protect ▇▇▇▇▇▇▇▇’s interest under this Lease shall not constitute a termination of Tenant’s right to possession. Landlord shall terminate this Lease and any and all rights of Tenant hereunder, by any lawful means, in which event, Landlord, without the Real Property or Improvements or any substantial part of either, is taken by eminent domain or by reason requirement of any public improvement or condemnation proceedingfurther notice to Tenant, or in any manner by exercise of shall have the right of eminent domain (including any transfer immediately to enter the Premises and take full possession thereof, in avoidance of an exercise of which event Landlord shall also have the power of eminent domain), then right to recover from Tenant (i) this Lease shall terminate as to the entire affected Premises worth at Landlord’s election the time of award made on account of the default resulting in such termination, together with interest thereon at the maximum lawful interest rate per annum, of any unpaid portion of the Rent which had been earned by written notice given to Tenant within sixty (60) days after Landlord at the taking has occurredtime of such termination, and (ii) this Lease shall terminate as to the entire affected Premises worth at Tenant’s electionthe time of award, by written notice given to Landlord within thirty (30) days after together with interest thereon at the nature and extent maximum lawful interest rate per annum, of the taking have been finally determined, if the amount by which any unpaid portion of the Premises taken is Rent which would have been earned after such termination until the time of such extent and nature as substantially to handicapaward exceeds the amount of loss of any unpaid portion of the Rent which Tenant proves could have reasonably been avoided, impede or permanently impair Tenant’s use (iii) the worth at the time of award, discounted at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%), of the amount by which any unpaid portion of the Rent for the balance of the PremisesTerm exceeds the amount of loss of any unpaid portion of the Rent which Tenant proves could have reasonably been avoided, and (iiiiv) this Lease shall remain in full force any and effect as all other amounts necessary to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify compensate Landlord of the date of termination, for all detriment proximately caused by such Default or which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired)ordinary course of business would be likely to result therefrom, Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation costs or intercession with its lenderexpenses incurred by Landlord in maintaining or preserving the Premises after such Default, if any) preparing the Premises for reletting to ensure that a new tenant, accomplishing any severance damages repairs or other condemnation awards intended alterations to provide compensation the Premises for rebuilding purposes of such reletting, rectifying any damage thereto occasioned by the act or restoration costs are promptly collected and made available to omission of Tenant and Landlord subject only, any other costs necessary or appropriate to such payment controls as either party or its lender may reasonably require in order to ensure relet the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real PropertyPremises.

Termination Rights. If In the event that during the Lease Term either of both of the Buildings are so substantially damaged by fire or other casualty that in Landlord's reasonable judgment it would be impractical or uneconomic to cause such Building or Buildings to be restored (it being understood and agreed that Landlord shall be deemed to be reasonable in its determination that restoration would be impractical or uneconomic if the holder of any mortgage which includes the Building(s) as a part of the mortgaged premises does not allow the net insurance proceeds to be applied to the restoration of the Building(s) and/or the Site in accordance with commercially reasonable provisions in its mortgage and in such case Landlord does not elect, in Landlord's sole discretion exercised in good faith, to spend the additional funds necessary to fully restore the Building(s) and/or the Site), Landlord may, at its election, terminate this Lease the Real Property (or Improvements or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then (i) partially terminate this Lease shall terminate as to the entire affected Premises at Landlord’s election provided below) by written notice given to Tenant within sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent date of Landlord's Restoration Estimate specifying the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the effective date of termination, which provided, however, that Landlord shall only be permitted to terminate this Lease on account of such damage if Landlord terminates the leases of all other tenants in the Building similarly affected by the casualty (where Landlord has a termination right thereunder). The effective date of termination specified by Landlord shall not be earlier less than thirty (30) days nor later more than ninety forty-five (9045) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking notice of such termination. Notwithstanding the foregoing, if the damage is limited to only one building and in Landlord's reasonable judgment it would be impractical or uneconomic to cause such date falls on any date before building to be restored, Landlord shall have the date option, exercisable by Landlord in its sole discretion, to notify Tenant of termination designated by Tenant. If neither party elects its election to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect to such building only (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon a "Partial Termination Notice"). If the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation time for rebuilding repair or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure Landlord's Restoration Estimate exceeds two hundred ten (210) days from the proper application of such proceeds toward the restoration date of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130casualty, allowing either party to petition the Superior Court to terminate this Lease in the event of or if Landlord gives Tenant a partial condemnation of the Buildings or Real Property.Partial

Termination Rights. (a) If during the whole of the Premises, or such substantial part thereof as will render the remainder untenantable for the conduct of Tenant's business consistent with Tenant's past practices shall be acquired or condemned for any public or quasi-public use or purpose, this Lease shall end as of the date of the vesting of title in the condemning authority (either through court order or by voluntary conveyance by Landlord in lieu of condemnation) with the same effect as if said date were the Expiration Date. If only a part of the Premises shall be so acquired or condemned, then, except as otherwise provided in this Article, this Lease and the Term shall continue in force and effect but, from and after the date of the vesting of title, the Fixed Rent shall be an amount which bears the same ratio to the Fixed Rent payable immediately prior to such condemnation pursuant to this Lease as the value of the untaken portion of the Premises (appraised after the taking and repair of any damage to the Building pursuant to this Section) bears to the value of the entire Premises immediately before the taking and any Additional Rent payable or credits receivable pursuant to Article 6 shall be adjusted to reflect the diminution of the Premises. The value of the Premises before and after the taking shall be determined for the purposes of this Lease Section by an independent appraiser, said appraiser shall be chosen by arbitration pursuant to Article 25. (b) If more than ten percent (10%) of either the Real Property Pavilion Building or Improvements the Tower Building or any substantial a material part of eitherthe Land shall be so acquired or condemned, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then then: (i) this Lease shall terminate as to the entire affected Premises Landlord, at Landlord’s election by written notice given 's sole option, may give to Tenant Tenant, within sixty (60) days after next following 52 the taking has occurreddate upon which Landlord shall have received notice of vesting of title, ninety (90) days' notice of termination of this Lease; and (ii) this Lease shall terminate as to if the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent part of the taking have been finally determined, if Building so acquired or condemned shall contain more than fifty percent (50%) of the portion total rentable area of the Premises taken is immediately prior to such acquisition or condemnation, or if, by reason of such extent and nature as substantially to handicap, impede acquisition or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premisescondemnation, Tenant shall also notify Landlord of no longer has the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired)substantially in a manner consistent with past practices, Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible or reasonable means of access to the condition existing before Premises, Tenant, at Tenant's sole option, may give to Landlord, within sixty (60) days following the takingdate upon which Tenant shall have received notice of vesting of title, ninety (90) days' notice of termination of this Lease. In connection with any such restoration, Any dispute concerning the exercise by Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court an option to terminate this Lease pursuant to this Section 13.01 shall be submitted to binding, expedited arbitration pursuant to Article 25 below initiated by either party. In the event any such ninety (90) days' notice of termination is given by Landlord or Tenant, this Lease shall terminate upon the expiration of said ninety (90) days with the same effect as if the date were the Expiration Date. If a part of the Premises shall be so acquired or condemned, and the Lease shall not be terminated pursuant to the provisions of this Section, Landlord, at Landlord's expense (but subject to recoupment from the proceeds of any award) shall restore that part of the Premises not so acquired or condemned to a self-contained rental unit in substantially the same condition as prior thereto. In the event of a partial condemnation any termination of this Lease pursuant to the provisions of this Section, the Fixed Rent and Additional Rent shall be apportioned as of the Buildings or Real Propertydate of such termination and any prepaid portion of Fixed Rent and Additional Rent for any period after such date shall be refunded by Landlord to Tenant.

Termination Rights. If during the Term of A. Tenant may terminate this Lease the Real Property or Improvements or any substantial part of eitherLease, is taken by eminent domain or by reason of any public improvement or condemnation proceedingat its option, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then (i) this Lease shall terminate as to the entire affected Premises at Landlord’s election by written notice given to Tenant within sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within giving not less than thirty (30) days after days’ notice to Landlord, if: a. At any time prior to the nature and extent Primary Term, as to all or any part of the taking Leased Premises for any reason or no reason in Tenant’s sole discretion; b. Immediately if Landlord fails to cure as required under the Lease; c. Any Governmental Authority or utility company denies a request or application by Tenant for any certificate, permit, license, or approval (collectively “Approvals”) required for Tenant to construct or operate the Solar Facility on the Leased Premises or if any Approvals are cancelled, expire, lapse or are otherwise withdrawn or terminated; d. Tenant, in its sole discretion, determines that any such Approvals may not be obtained in a timely manner; e. Tenant determines that technical or other problems, preclude Tenant from using the Leased Premises for the Permitted Use; f. Tenant determines that Tenant does not have been finally determinedacceptable and legally enforceable means of ingress and egress to and from the Leased Premises suitable for the Permitted Use; g. Utilities necessary, if the portion of the Premises taken is of such extent and nature as substantially to handicapin Tenant’s sole discretion, impede or permanently impair for Tenant’s use of the balance Leased Premises are not available to the Leased Premises or suitable for the Permitted Use; h. Tenant, in its sole discretion, determines that the Permitted Use is obsolete or not necessary. In the event this Lease is terminated as to only a portion of the Leased Premises pursuant to this Section, Tenant shall remove that portion of the Solar Facility, if any, which is situated on that portion of the Leased Premises for which this Lease was terminated within one hundred twenty (120) days of said termination. Upon a termination as to all of the Leased Premises, except for rights and (iii) obligations that expressly survive termination as set forth herein, all rights and privileges granted and obligations required under this Lease shall be deemed completely surrendered and each Party releases the other from any and all obligations hereunder, except as otherwise expressly set forth herein. Upon a termination as to a part of the Leased Premises neither Party shall have any further liability under this Lease as to the portion of the Leased Premises so terminated except as otherwise expressly set forth herein. If such termination is for a part of the Leased Premises, this Lease shall remain in full force and effect as to the remaining portion remainder of the Leased Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Property.

Termination Rights. If during the Term of this Lease the Real Property or Improvements or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then (i) this Lease shall terminate as to the entire affected Premises at Landlord’s 's election by written notice given to Tenant within sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s 's election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s 's use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s 's election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s 's Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s 's ability to conduct its business in the Premises is impaired), Landlord shall restore the Base Building Work and Common Area and tenant improvements Tenant Improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Property.are

Termination Rights. If during (a) If, at anytime prior to the 42nd month of the Term, Landlord, or any affiliate of Landlord, and Tenant have entered into a new lease agreement (“New Lease”) pursuant to which Tenant shall lease space comparable in size and quality to the Premises at another property in Seattle, Washington owned or operated by Landlord or its affiliate (“New Premises”) for a term comparable to the Term of this Lease the Real Property or Improvements or any substantial part of eitherand, is taken by eminent domain or by reason of any public improvement or condemnation proceedingotherwise, upon terms and conditions acceptable to Landlord, or its affiliate, and Tenant in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain)their respective sole discretion, then (i) this Lease shall terminate as of the date (“New Lease Commencement Date”) that Tenant commences to pay base rent under the New Lease for the New Premises. Tenant acknowledges that nothing contained herein shall obligate Landlord in any way to enter into the New Lease nor shall anything contained herein be construed to grant to Tenant any option or right to lease any space at another property owned or operated by Landlord or its affiliate. If this Lease is terminated pursuant to this Section 42(a), then, upon the New Lease Commencement Date, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the New Lease Commencement Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the entire affected Premises at Landlord’s election by New Lease Commencement Date and those which, pursuant to the terms of the Lease, survive the expiration or early termination of the Lease. (b) Tenant shall have the right to terminate this Lease (“Early Termination Right”) any time after the 42nd month of the Base Term and prior to the expiration of the Base Term, so long as Tenant delivers to Landlord a written notice given (“Termination Notice”), of its intent to exercise its Early Termination Right at least 9 months prior to the date upon which Tenant within sixty desires to terminate this Lease (60“Early Termination Date”), which Termination Notice shall state the Early Termination Date. Upon receipt of the Early Termination Notice, Landlord shall notify Tenant of the unamortized portion, as calculated by Landlord, of the sum of (i) days after the taking has occurredTI Allowance, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, Additional TI Allowance; and (iii) this Lease shall remain in full force and effect as the leasing commissions paid by Landlord to The Staubach Company with respect to the remaining portion Lease, all fully amortized with 10% interest over the Base Term (“Early Termination Payment”). Tenant shall pay the Early Termination Payment to Landlord within 10 business days after receipt of the Premisesnotice of such amount from Landlord. If Tenant elects to terminate this Lease, as to timely and properly exercises the affected PremisesEarly Termination Right and pays the Early Termination Payment, Tenant shall also notify vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of the date of terminationLease, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on survive the date of taking if such date falls on any date before the date of expiration or early termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real PropertyLease.

Termination Rights. If the Building or the Premises or any part thereof, is damaged by Casualty before the Lease Commencement Date or during the Lease Term then Landlord shall, within sixty (60) days following the date of the damage, notify Tenant of the amount of time Landlord reasonably estimates will be required to complete the repair and restoration of the damage (a "Damage Repair Estimate"). If (a) such Casualty occurs during the last twelve (12) months of the Lease Term and the repair and restoration work to be performed by Landlord in accordance with Section 11.1 hereof cannot, as reasonably estimated by Landlord and set forth in the Damage Repair Estimate, be completed within sixty (60) days after the occurrence of such Casualty, or (b) the restoration costs are not fully covered by the insurance carried or required to be carried by Landlord under this Lease (whichever is greater), except for deductible amounts, and the Real Property or Improvements or any substantial part portion not covered by insurance proceeds exceeds the "Threshold Amount" (as defined below), unless Tenant elects, in its sole and absolute discretion (without obligation to do so) furnish to Landlord the deficiency in funds in excess of either, is taken by eminent domain or by reason of any public improvement or condemnation proceedingthe Threshold Amount toward restoration, or (c) the repair and restoration work to be performed by Landlord in accordance with Section 11.1 hereof cannot, as reasonably estimated by Landlord and set forth in the Damage Repair Estimate, be completed within twelve (12) months after the occurrence of such Casualty, then, in any manner such event, Landlord shall have the right, by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then (i) this Lease shall terminate as to the entire affected Premises at Landlord’s election by giving written notice given to Tenant within sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is occurrence of such extent and nature as substantially to handicapCasualty, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, Lease as to the affected Premises, Tenant shall also notify Landlord of the date of terminationspecified in such notice, which date shall be not be earlier less than thirty (30) days nor later more than ninety sixty (9060) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before notice is given. As used herein, the date of termination designated by Tenant"Threshold Amount" shall mean an amount equal to $500,000.00. If neither party elects Landlord does not elect to terminate this Lease pursuant to Landlord's termination right as hereinabove providedprovided above, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before set forth in clause (a) or (c) above is satisfied, Tenant may elect, not later than sixty (60) days after the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application date of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130damage, allowing either party to petition the Superior Court to terminate this Lease by written notice to Landlord effective as of the date specified in the notice, which date shall not be less than thirty (30) days nor more than sixty (60) days after the date such notice is given by Tenant. Notwithstanding the provisions of this Section 11.2, Tenant shall have the right to terminate this Lease under this Section 11.2 only if the damage to the Building or the Premises by the Casualty was not caused by the gross negligence or intentional act of Tenant or its partners or subpartners and their respective officers, agents, servants, employees, and independent contractors. In the event this Lease is terminated in accordance with the terms of a partial condemnation this Section 11.2, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant's insurance required under Section 10.3.2 of this Lease to the extent actually required to repair the Tenant Improvements or Alterations; provided, however, in no event shall Tenant be obligated to assign to Landlord any portion of such insurance proceeds in excess of the Buildings portion of the Tenant Improvement Allowance unamortized as of the date of such assignment. In addition, if neither party terminates the Lease pursuant to its termination right above, but Landlord either (A) fails to commence performance of any repair work that Landlord is obligated to perform under this Article 11 within one hundred twenty (120) days after the date upon which such damage occurred (for purposes hereof, "commence" performance shall mean that Landlord has taken concrete steps to begin the process of the design, permitting and construction of such repairs, which may include such things as retaining design professionals to prepare plans and/or submitting applications for a building permit to the City of San J▇▇▇), or Real Property(B) commences performance of such repair work within such 120-day period but thereafter fails to pursue completion thereof in a commercially reasonable manner, then Tenant may terminate this Lease upon at least thirty (30) days' prior written notice to Landlord (the 120 day period set forth being extended by reason of any delays due to Force Majeure).

Termination Rights. If during Subject to the Term terms and conditions of this Lease Article XI, Tenant shall have the Real Property or Improvements or right, exercisable at any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise time after the expiration of the right of eminent domain (including any transfer in avoidance of an exercise sixth month of the power fourth Lease Year and prior to the expiration of eminent domainthe Initial Term, to exercise Contraction Rights by surrendering to Landlord Contraction Premises containing up to 278,751 square feet of Net Rentable Area (i.e., six percent (6%) of Net Rentable Area of the Leased Premises under this Lease plus the Exchange Space on the Commencement Date), then in the aggregate (isuch rights, “Termination Rights”); provided that (a) until the expiration of the sixth month of the fourth Lease Year, Tenant may not exercise any Termination Rights and (b) prior to the expiration of the sixth month of the ninth Lease Year, Tenant shall only be permitted to exercise Termination Rights by sending Contraction Rights Exercise Notices to Landlord on Contraction Premises containing Net Rentable Area of up to 139,376 square feet of Net Rentable Area (i.e., three percent (3%) of Net Rentable Area of the Leased Premises under this Lease shall terminate plus the Exchange Space on the Commencement Date), in the aggregate.” 8. Except as to modified hereby, the entire affected Premises at Landlord’s election by written notice given to Tenant within sixty (60) days after the taking has occurred, terms and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent conditions of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Master Lease shall remain unmodified and in full force and effect as and are hereby ratified and affirmed by Landlord and Tenant. Notwithstanding the foregoing, within 30 days following the date hereof, Landlord and Tenant shall reconcile and pay or credit to the remaining portion of party entitled to receive the Premises. If same any adjustments to Rent that was paid or payable by Tenant elects to terminate this Lease, as to during the affected Premises, Tenant shall also notify Landlord of period beginning on the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate Commencement Date and ending on the date of taking if such date falls on any date before hereof resulting from the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation re-measurement of the Buildings or Real Propertyand the Leased Premises in conformity with the Measurement Standard.

Termination Rights. If during (a) Port has the Term of right to terminate this Lease under this Section when the Real Property Premises is needed in connection with a Port program or Improvements project. Port may exercise this right without liability or any substantial part of eitherexpense, is taken by eminent domain or by reason of any public improvement or condemnation proceedingexcept as specifically set forth in this Section, or in any manner by exercise upon ninety (90) days' prior written notice. ▇▇▇▇▇▇ agrees and shall be required to surrender possession of the right of eminent domain (including any transfer in avoidance of an exercise Premises by the end of the power of eminent domain), then 90-day period. (ib) Port has the right to terminate this Lease shall terminate as under this Section if Port determines, in its sole and absolute discretion, that the condition of the Facility's structures, substructure or utilities has deteriorated to the entire affected Premises at Landlord’s election by written notice given a condition that would create a foreseeable risk of hazard to Tenant within health or safety. Port may exercise this right without liability or expense, except as (c) Within sixty (60) days after the taking has occurred▇▇▇▇▇▇'s surrender under this Section, and (ii) this Lease shall terminate Port agrees to pay Tenant a portion of those expenses which are documented by ▇▇▇▇▇▇ as having been incurred by Tenant prior to the entire affected delivery of Port's termination notice in making alterations, additions and improvements to the Premises at Tenant’s electionwhich were approved in advance and in writing by Port and which were not previously reimbursed to Tenant through rent credits, rent abatement or other form of compensation ("Improvement Costs"). Such Improvement Costs shall be determined by written notice given the value attributable to Landlord within thirty (30) days after any alterations, additions and improvements in any Port building permits for such work obtained by Tenant and which are approved in advance in writing by a Port Property Manager to the nature and extent supported by reasonable evidence of such expenditures provided by ▇▇▇▇▇▇. If no building permits are required for such work, value shall only be attributed to such alterations, additions or improvements if the value is approved in writing by a Port Property Manager prior to the commencement of the taking have been finally determined, work and if the cost is supported by reasonable evidence of such expenditures provided by ▇▇▇▇▇▇. The portion of the Premises taken is Improvement Costs paid by Port shall be a fraction, of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use which the numerator shall be the number of months remaining in the initial term of the balance of Lease after Tenant surrenders the Premises, and (iii) this Lease the denominator shall remain be the number of months in full force and effect as to the remaining portion initial Term of the Premises. If Tenant elects to terminate this Lease, as to or for work undertaken following the affected PremisesCommencement Date, Tenant shall also notify Landlord the number of months beginning at the second month following the Port's approval of the date improvements and ending at the Expiration Date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord the initial Term of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the takingLease. In connection with no event shall Port be responsible for paying any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation moving or intercession with its lender, if any) to ensure that any severance damages relocation expense or other condemnation awards intended expense incurred by Tenant due to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate any termination under this Lease in the event of a partial condemnation of the Buildings or Real PropertySection.

Termination Rights. If ▇. ▇▇▇▇▇▇▇ shall have the right, but not the obligation, to require the Company to purchase and redeem all, but not less than all, of the Cordish LLC Interests for the Cordish Liquidation Amount (as such term is defined in Section 9.6.A hereof and subject to Section 9.6.B hereof) if a Redemption Notice (as defined in Section 9.4.C below) is delivered by Cordish at any time during the Term period beginning on the date that is 30 calendar months from the date hereof and ending on the date that is 36 calendar months from the date hereof. B. Inland shall have the right, but not the obligation, to require the Company to purchase and redeem all, but not less than all, and Cordish shall be required to assign all, of the Cordish LLC Interests for the Cordish Liquidation Amount (subject to Section 9.6.B hereof), if (except as provided in Section 9.4.E hereof) a Redemption Notice is delivered by Inland at any time during the period beginning on the date that is 36 calendar months from the date hereof and ending on the date that is 40 calendar months from the date hereof. C. In order to exercise the rights to require the Company to purchase and completely redeem the Cordish LLC Interests under this Section 9.4, Cordish or Inland, as appropriate (the "EXERCISING MEMBER"), shall deliver to the other Member and to the Company written notice (the "REDEMPTION NOTICE") of the exercise of such right, which notice shall state the Exercising Member's computation of the Cordish Liquidation Amount. The delivery of the Redemption Notice by the Exercising Member shall constitute an irrevocable commitment by Cordish to transfer and deliver, and the Company to purchase and redeem, all of the Cordish LLC Interests for the Cordish Liquidation Amount. Closing on the purchase and redemption of the Cordish - 50 - LLC Interests shall take place in accordance with Section 9.5 hereof. Any purchase and redemption of all of the Cordish LLC Interests under this Section 9.4 shall require the simultaneous repayment (at Closing) of all Default Loans made pursuant to the provisions of this Lease Agreement. All Cash Shortfall Loans and Development Loans made by Cordish with respect to the Real Additional Properties shall be repaid in full at the Closing except that if an interest in an Additional Property or Improvements or Owner Entity is distributed to Cordish, then all Cash Shortfall Loans and Development Loans made to such entity shall remain outstanding and any substantial part distribution of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise Additional Property Owner Entity Interests to Cordish pursuant to the provisions hereof shall be made subject to such Cash Shortfall Loans and Development Loans. D. Upon the delivery of the right of eminent domain (including any transfer in avoidance of an exercise Redemption Notice by the Exercising Member, Cordish shall thereupon only be entitled to receive the Cordish Liquidation Amount and Inland shall have sole authority to act on behalf of the power Company to obtain at Closing the funds required to completely redeem the Cordish LLC Interests, including borrowing money from third-party lenders, Members or Affiliates and seeking Capital Contributions from additional Members to be admitted to the Company. E. Notwithstanding any provision of eminent domain)this Section 9.4 and this Article IX to the contrary, then and specifically notwithstanding the time period during which Inland is permitted to deliver a Redemption Notice under Section 9.4.B hereof, Inland shall have the right, but not the obligation, in its sole and absolute discretion, to deliver a Redemption Notice to Cordish and to cause the purchase and redemption of all of the Cordish LLC Interests pursuant to the terms of this Article IX, at any time following the occurrence of one or more of the following events: (i) this Lease shall terminate as if, there are any unpaid indemnification obligations of Cordish and/or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to any "Inland Indemnified Party" pursuant to the entire affected Premises at Landlord’s election terms and conditions of the Indemnification Agreement, which indemnification obligations have been unpaid for sixty (60) days following the date that such obligations have been either (A) liquidated and agreed to by written notice given the parties hereto or (B) determined by an arbitrator in accordance with the terms of Section 13.12 of the Indemnification Agreement; (ii) if, (a) Inland suffers an Indemnified Loss pursuant to Tenant Section 10.17.B hereof and (b) an arbitration conducted under Section 10.16 hereof determines that Cordish owes or has failed to pay such Indemnified Loss within sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is receipt of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and notice by Cordish from Inland; or (iii) this Lease shall remain in full force and effect as to the remaining portion if Cordish breaches any of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130Sections 2.7, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings 2.8 or Real Property9.1 hereof.

Termination Rights. If during (a) Port has the Term of right to terminate this Lease under this Section when the Real Property Premises are needed in connection with a Port program or Improvements project. Port may exercise this right without liability or any substantial part of eitherexpense, is taken by eminent domain or by reason of any public improvement or condemnation proceedingexcept as specifically set forth in this Subsection, or in any manner by exercise upon thirty (30) days' prior written notice. Tenant agrees and shall be required to surrender possession of the right of eminent domain (including any transfer in avoidance of an exercise Premises by the end of the power 30-day period. (b) Port has the right to terminate the Lease under this Section if Port determines, in its sole and absolute discretion, that the condition of eminent domain)the Facility's substructure has deteriorated to a condition that would create a foreseeable risk of hazard to health or safety if the Premises were occupied for the full Term, then and Port has not budgeted for the required repairs. Port may exercise this right without liability or expense, except as specifically set forth in this Subsection. Port will attempt to provide Tenant with no less than ninety (90) days' prior written notice of termination under this Subsection, but reserves the right to terminate this Lease upon any shorter notice that the Port in its sole and absolute discretion determines is justified given the risk of hazard. Tenant agrees and shall be required to surrender possession of the Premises by the end of the notice period, except as provided in this Subsection. (i) For a period ending fifteen (15) calendar days after receipt of Port's notice of termination, Tenant may request Port's consent to allow Tenant to make the required substructure repairs in accordance with this Lease shall terminate as to the entire affected Premises at Landlord’s election and any additional conditions reasonably imposed by written Port, in consideration of Concessions from Port. If Port consents, Port's notice given to Tenant within of termination will be deemed rescinded and of no further effect. (c) Within sixty (60) days after the taking has occurredTenant's surrender under this Section, and (ii) this Lease shall terminate Port agrees to pay Tenant a portion of those expenses which are documented by Tenant as having been incurred by Tenant prior to the entire affected delivery of Port's termination notice in making alterations, additions and improvements to the Premises at which were approved in advance and in writing by Port and which were not previously reimbursed to Tenant through rent credits, rent abatement or other form of compensation ("Improvement Costs"). Such Improvement Costs shall be determined by the value attributable to any alterations, additions and improvements in any Port building permits for such work obtained by Tenant and which are approved in advance in writing by a Port Property Manager to the extent supported by reasonable evidence of such expenditures provided by Tenant’s election. If no building permits are required for such work, value shall only be attributed to such alterations, additions or improvements if the value is approved in writing by written notice given a Port Property Manager prior to Landlord within thirty (30) days after the nature and extent commencement of the taking have been finally determined, work and if the cost is supported by reasonable evidence of such expenditures provided by Tenant. The portion of the Premises taken is Improvement Costs paid by Port shall be a fraction, of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use which the numerator shall be the number of months remaining in the initial term of the balance of Lease after Tenant surrenders the Premises, and (iii) this Lease the denominator shall remain be the number of months in full force and effect as to the remaining portion initial term of the Premises. If Tenant elects to terminate this Lease, as to or for work undertaken following the affected PremisesCommencement Date, Tenant shall also notify Landlord the number of months beginning at the second month following the Port's approval of the date improvements and ending at the Expiration Date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord the initial term of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the takingLease. In connection with no event shall Port be responsible for paying any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation moving or intercession with its lender, if any) to ensure that any severance damages relocation expense or other condemnation awards intended expense incurred by Tenant due to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate any termination under this Lease in the event of a partial condemnation of the Buildings or Real PropertySection.

Termination Rights. If during the Term Notwithstanding any contrary provision of this Sublease or the provisions of the Lease herein incorporated by reference, Subtenant shall not have the Real Property or Improvements right to terminate this Sublease as to all or any substantial part of eitherthe Subleased Premises, is taken by eminent domain or be entitled to an abatement of Base Rent or any other item of Rental, by reason of any public improvement a casualty or condemnation proceeding, or in any manner by exercise of affecting the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then Subleased Premises unless Sublandlord either (i) terminates the Lease or (ii) is entitled to and receives a corresponding abatement with respect to its corresponding obligation under the Lease, as applicable. If Sublandlord is entitled to terminate the Lease for all or any portion of the Subleased Premises by reason of casualty or condemnation without losing its ability to remain in the remainder of the Lease Premises in accordance with the terms of the Lease, Sublandlord shall notify Subtenant of such termination right promptly after such casualty or condemnation and Subtenant may terminate this Sublease as to any corresponding part of the Subleased Premises (which, for the avoidance of doubt, would include the entire Subleased Premises if Sublandlord is entitled to terminate the Lease for the entire Subleased Premises) by written notice to Sublandlord given at least three (3) Business Days prior to the date(s) Sublandlord is required to give notice to Landlord of such termination under the terms of the Lease, in which case this Sublease shall terminate as to the entire affected Premises at Landlord’s election by written notice given to Tenant within sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the such portion of the Subleased Premises taken is on the effective date of the termination of the Lease with respect to the same. Notwithstanding anything contained in the Lease to the contrary, as between Sublandlord and Subtenant only, all insurance proceeds or condemnation awards received by Sublandlord under the Lease relating to the Subleased Premises during the term of, this Sublease, if any, shall be deemed property of Sublandlord to the extent the same relates to the improvements made by Sublandlord to the Subleased Premises as well as other amounts of such extent and nature as substantially proceeds or awards up to handicap, impede or permanently impair Tenant’s use the amount of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the PremisesSublandlord's Contribution. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date Sublandlord shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord liable to Subtenant by reason of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of a termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing Lease by either party Landlord or Sublandlord pursuant to petition the Superior Court to terminate this Lease in the event of a partial condemnation Articles 17 or 18 of the Buildings or Real PropertyLease.

Termination Rights. (a) If during the whole of the Premises, or such substantial part thereof as will render the remainder untenantable for the conduct of Tenant’s business consistent with Tenant’s past practices shall be acquired or condemned for any public or quasi-public use or purpose, this Lease shall end as of the date of the vesting of title in the condemning authority (either through court order or by voluntary conveyance by Landlord in lieu of condemnation) with the same effect as if said date were the Expiration Date. If only a part the Premises shall be so acquired or condemned, then, except as otherwise provided in this Article, this Lease and the Term shall continue in force and effect but, from and after the date of the vesting of title, the Fixed Rent shall be an amount which bears the same ratio to the Fixed Rent payable immediately prior to such condemnation pursuant to this Lease as the value of the untaken portion of the Premises (appraised after the taking and repair of any damage to the Building pursuant to this Section) bears to the value of the entire Premises immediately before the taking and any Additional Rent payable or credits receivable pursuant to Article 6 shall be adjusted to reflect the diminution of the Premises. The value of the Premises before and after the taking shall be determined for the purposes of this Lease Section by an independent appraiser, said appraiser shall be chosen by arbitration pursuant to Article 25. (b) If more than ten percent (10%) of the Real Property Building or Improvements or any substantial a material part of eitherthe Land shall be so acquired or condemned, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then then: (i) this Lease shall terminate as to the entire affected Premises Landlord, at Landlord’s election by written notice given sole option, may give to Tenant Tenant, within sixty (60) days after next following the taking has occurreddate upon which Landlord shall have received notice of vesting of title, ninety (90) days’ notice of termination of this Lease (provided that Landlord simultaneously terminates all similarly-situated leases in the Building); and (ii) if the part of the Building so acquired or condemned shall contain more than twenty-five percent (25%) of the total rentable area of the Premises immediately prior to such acquisition or condemnation, or if, by reason of such acquisition or condemnation, Tenant no longer has the ability to conduct ​ its business in the Premises substantially in a manner consistent with past practices, or reasonable means of access to the Premises, Tenant, at Tenant’s sole option, may give to Landlord, within sixty (60) days following the date upon which Tenant shall have received notice of vesting of title, ninety (90) days’ notice of termination of this Lease. Any dispute concerning the exercise by Landlord or Tenant of an option to terminate this Lease pursuant to this Section 13.01 shall be submitted to arbitration pursuant to Article 25 below. In the event any such ninety (90) days’ notice of termination is given by Landlord or Tenant, this Lease shall terminate as to upon the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent expiration of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than said ninety (90) days after Tenant has notified Landlord with the same effect as if the date were the Expiration Date. If a part of Tenantthe Premises shall be so acquired or condemned, and the Lease shall not be terminated pursuant to the provisions of this Section, Landlord, at Landlord’s election expense (but subject to terminate, except recoupment from the proceeds of any award) shall restore that part of the Premises not so acquired or condemned to a self-contained rental unit in substantially the same condition as prior thereto. In the event of any termination of this Lease pursuant to the provisions of this Section, the Fixed Rent and Additional Rent shall terminate on be apportioned as of the date of taking if such termination and any prepaid portion of Fixed Rent and Additional Rent for any period after such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of refunded by Landlord to Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Property.

Termination Rights. If during This Commitment Agreement may be terminated and the Term transactions contemplated hereby may be abandoned at any time prior to the Closing Date (including at any time prior to and after entry of this Lease the Real Property or Improvements or any substantial part BCA Approval Order): (a) by mutual written consent of eitherExide and the Requisite Backstop Parties; (b) pursuant to Section 2.3(a), is taken by eminent domain Exide by written notice to each Backstop Party; (c) by Exide by written notice to each Backstop Party or by reason of the Requisite Backstop Parties by written notice to Exide if any public improvement Law or condemnation proceedingOrder shall have been enacted, adopted or in issued by any manner by exercise Governmental Entity, that prohibits the implementation of the right of eminent domain Plan or the Rights Offering or the transactions contemplated by this Commitment Agreement or the other Plan Transaction Documents; (including any transfer in avoidance of an exercise of d) by the power of eminent domain), then Requisite Backstop Parties upon written notice to Exide: (i) this Lease shall terminate as to if any of the entire affected Premises at Landlord’s election BCA Approval Order, the Disclosure Statement Order, the Rights Offering Procedures Order, or the Confirmation Order does not become a Final Order by written notice given to Tenant within sixty (60) days after the taking has occurred, and Outside Date; (ii) this Lease shall terminate as if the Bankruptcy Court does not enter any of the BCA Approval Order, the Disclosure Statement Order, the Rights Offering Procedures Order, or the Confirmation Order, or the Bankruptcy Court enters such orders in form and substance that in each case is not reasonably satisfactory to the entire affected Premises at Tenant’s electionRequisite Backstop Parties, by written notice given to Landlord within thirty (30) days or any such order is not effective upon or after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and entry; (iii) this Lease shall remain if any of the BCA Approval Order, the Disclosure Statement Order, the Rights Offering Procedures Order, the Confirmation Order or the Final DIP Order is reversed, stayed, dismissed, vacated, reconsidered or is modified or amended after entry in full force and effect as a manner that is not reasonably satisfactory to the remaining portion Requisite Backstop Parties; (iv) if an examiner (with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Premises. If Tenant elects to terminate this LeaseBankruptcy Code), as to or a trustee or receiver or other responsible officer shall have been appointed in the affected PremisesChapter 11 Case; (v) if the entry of a ruling or order by the Bankruptcy Court or any other court with appropriate jurisdiction which, Tenant shall also notify Landlord in each case, would have the effect of preventing consummation of or that would materially alter the treatment of the date of termination, which date shall not be earlier than thirty Backstop Parties under the Plan (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease whether in its capacity as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and Backstop Party or a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration holder of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Property.Senior Secured

Termination Rights. If during Provided that the Term of this Lease Tenant is Without Default, then the Real Property or Improvements or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of Tenant shall have the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then (i) this Lease shall terminate as to the entire affected Premises at Landlord’s election by written notice given to Tenant within sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as Lease (the “Termination Right”) by providing to the affected Premises, Tenant shall also notify Landlord no later than seventy-two (72) months after the Rent Commencement Date written notice of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease (the “Termination Notice”). Failure to provide the Termination Notice in a timely fashion as hereinabove providedset forth herein shall render the Tenant’s Termination Right null and void in all respects. If the Termination Right is timely exercised and the Tenant continues to be Without Default, the termination shall become effective as of the end of the eighty-fourth (84th) month following the Rent Commencement Date (the “Termination Date”). If the Tenant exercises its Termination Right, the Tenant shall pay to the Landlord a fee a sum equal to (i) Thirty percent (30%) of the sum of the Tenant Improvement Allowance advanced by the Landlord, plus (ii) a sum equal to the total tenant improvement allowances advanced by the Landlord with respect to other Rentable Area added to the Initial Premises through the effective date of the Termination Right, with any of such tenant improvement allowances being amortized over such period of time as Rents are due with respect thereto, amortized on a straight line basis through the remaining Initial Term, plus (iii) a sum equal to Thirty percent (30%) of all real estate commissions paid by the Landlord to real estate brokers with respect to the Initial Premises, plus (iv) a sum equal to the total leasing commissions advanced by the Landlord with respect to other Rentable Area added to the Initial Premises through the effective date of the Termination Right, with any of such leasing commission being amortized over such period of time as Rents are due with respect thereto, amortized on a straight line basis through the remaining Initial Term, plus (v) six (6) months of the Base Rent and any Additional Rent due at the rates then in effect with respect to the Premises at the inception of the eighty-fourth (84th) month following the Rent Commencement Date under this Lease (collectively, the “Termination Fee”). For purposes hereof the parties agree that the Termination Fee shall be paid by the Tenant as follows: (a) the sum of [**REDACTED**] of the Termination Fee shall be paid to the Landlord upon Tenant’s delivery of the Termination Notice (the “First Payment”) and, (b) the remainder of the Termination Fee shall be paid to the Landlord upon the Termination Date (the “Second Payment”). The Tenant’s Termination Notice shall be of no force and effect and this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession accordance with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease terms in the event of a partial condemnation that either the First Payment is not paid upon the date of the Buildings Termination Notice or Real Propertythe Second Payment is not timely paid on or before the Termination Date. Upon written request from the Tenant the Landlord shall provide to the Tenant within twenty (20) days of such written request the Landlord’s calculation of the Termination Fee. The parties agree that each of the Landlord and the Tenant shall treat the Termination Fee as liquidated damages and under no circumstances shall either of such parties account for or book the Termination Fee as Rent.

Termination Rights. If during 11.2.1 Within thirty (30) days after Landlord becomes aware of such damage, Landlord shall notify Tenant in writing (“Landlord’s Damage Notice”) of the Term estimated time (the “Estimated Repair Period”), in the reasonable opinion of Landlord’s licensed contractor, required to substantially complete the repairs of such damage (the “Landlord’s Restoration Work”). Notwithstanding the terms of Section 11.1 above, Landlord may elect not to rebuild and/or restore the Premises and/or the Building and instead terminate this Lease by notifying Tenant in writing of such termination within forty-five (45) days after Landlord becomes aware of such damage, but Landlord may so elect only if the Real Property Building shall be damaged by fire or Improvements other casualty or any substantial part of eithercause, is taken by eminent domain whether or by reason of any public improvement not the Premises are affected and one or condemnation proceeding, or in any manner by exercise more of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then following conditions is present: (i) Landlord’s Restoration Work cannot, in the reasonable opinion of Landlord’s licensed contractor as set forth in Landlord’s Damage Notice, reasonably be substantially completed within eight (8) months after the date Landlord becomes aware of such damage (when such repairs are made by a qualified contractor without the payment of overtime or other premiums); or (ii) the damage is not fully covered by Landlord’s insurance policies obtained or required to be obtained by Landlord pursuant to Section 10.2 above and the cost of repairing such uninsured or underinsured damage, including deductibles, exceeds the Threshold Amount (as defined below). As used herein, the “Threshold Amount” shall mean $500,000.00. 11.2.2 If (i) Landlord does not elect to terminate this Lease pursuant to Landlord’s termination right as provided above, (ii) the damage constitutes a Tenant Damage Event (as defined below), and (iii) Landlord’s Restoration Work cannot, in the reasonable opinion of Landlord’s licensed contractor as set forth in Landlord’s Damage Notice, be substantially completed within eight (8) months after the date of the damage, then Tenant may elect to terminate this Lease by delivering written notice thereof to Landlord within fifteen (15) business days after Tenant’s receipt of Landlord’s Damage Notice. As used herein, a “Tenant Damage Event” shall terminate as mean damage to all or any part of the Premises or common areas of the Building providing access to the entire affected Premises at Landlordby fire or other casualty, which damage (A) is not the result of the gross negligence or willful misconduct of Tenant or any of Tenant’s election by written notice given employees, agents, contractors, licensees or invitees, (B) substantially interferes with Tenant’s use of or access to the Premises and (C) would entitle Tenant within to an abatement of Rent pursuant to Section 11.1 above. At any time, from time to time, after the date occurring sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is becomes aware of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premisesdamage, Tenant shall also notify may request that Landlord provide Tenant with a certificate from Landlord’s licensed contractor set forth above setting forth such contractor’s opinion of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord substantial completion of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force repairs and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, respond to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Propertyrequest within ten (10) business days thereafter.

Termination Rights. If during (a) Neither the Term of this Lease Company nor Purchaser shall have any right to terminate the Real Property Purchase Agreement; provided, however, that if the Deferred Closing shall not have occurred on or Improvements or any substantial part of eitherbefore the Outside Closing Date, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or the Company may terminate its obligations with respect to the Deferred Closing and be entitled to abandon the Deferred Closing in any manner by exercise accordance with the procedures set forth in Section 10.1 of the right of eminent domain (including any transfer in avoidance of an exercise Purchase Agreement relating to termination of the power Purchase Agreement. If the Company abandons the Deferred Closing in accordance with this Section 11 then the obligations of eminent domain)the Company to effect the Deferred Closing shall terminate, then all representations, warranties, convents, agreements, liabilities and obligations of the Company under the Purchase Agreement shall thereupon become void and of no further effect whatsoever to the extent such representations, warranties, covenants, agreements, liabilities and obligations relate to the STC Stations, the STC Assets, the STC Assumed Liabilities or the Deferred Closing, except (i) this Lease shall terminate as to the entire extent of the Company's liability for willful material breaches of the Purchase Agreement prior to the time of such abandonment, (ii) as set forth in Section 5.4 of the Purchase Agreement, (iii) the obligations of the Company for its own expenses incurred in connection with the transactions contemplated by the Purchase Agreement and this Agreement as provided therein and modified hereby and (iv) if an Early KGAN-TV Closing shall have occurred, to the extent such representations, warranties, covenants, agreements, liabilities and obligations relate to Station KGAN-TV, the STC Assets acquired, or the STC Assumed Liabilities assumed, in connection with the Early KGAN-TV Closing, or the Early KGAN-TV Closing. For the avoidance of doubt, the representations, warranties, convents, agreements, liabilities and obligations of the Company under the Purchase Agreement relating to Station WOKR-TV, Station WGGB-TV, Station WGME-TV and WTWC- TV, the assets acquired, or the Assumed Liabilities assumed, in connection with the First Closing and the Principal Closing, and the First Closing and the Principal Closing shall not be affected Premises by any abandonment pursuant to this Section 11(a), but shall expire, and be terminated and extinguished, at Landlord’s election the time provided in the Purchase Agreement with respect thereto. (b) If the Deferred Closing shall not have occurred by written notice given July 1, 1999 (if an Early KGAN-TV Closing has not occurred as permitted by Section 12 hereof) or the Outside Closing Date (if an Early KGAN-TV Closing has occurred on or before July 1, 1999), other than as a result of a material breach by the Company of its obligation under Section 8(b) hereof to Tenant within sixty effect the Deferred Closing as described therein, Purchaser shall pay the Company, as liquidated damages, the aggregate of (60i) days after 15% of the taking STC Purchase Price (or, if an Early KGAN-TV Closing has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the that portion of the Premises taken is of such extent and nature STC Purchase Price not paid in connection with the Early KGAN-TV Closing) calculated as substantially if the Deferred Closing were to handicap, impede or permanently impair Tenant’s use have occurred on the Outside Closing Date (which amount represents the parties' best estimate of the balance of the Premises, costs and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts expenses (including, without limitation, any necessary attorney's, accountant's and other professionals' fees) of the Company related to the negotiation or intercession with its lenderand execution of this Agreement and the separate Deferred Closing, which costs and amounts the parties acknowledge and agree would be otherwise difficult to determine) and (ii) the amount of the excess, if any, of the STC Purchase Price (or, if an Early KGAN-TV Closing has occurred, that portion of the STC Purchase Price not paid in connection with the Early KGAN-TV Closing), calculated as if the Deferred Closing were to have occurred on the Outside Closing Date, over the purchase price received by the Company in respect of a sale or sales of STC Assets and STC Business to one or more third parties on substantially the same terms as those in the Purchase Agreement with respect to post-closing liabilities and obligations of the seller (each, an "Alternative Sale") (which amount the parties acknowledge and agree is not capable of estimation as of the date hereof). The Company shall undertake the negotiations relating to ensure an agreement with respect to any Alternative Sale in good faith so as to mitigate to the extent reasonably practicable any damages under clause (ii) of the immediately preceding sentence; provided, however, that any severance damages or other condemnation awards intended breach by the Company shall not void Purchaser's obligation to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject onlypay an amount under such clause (ii), to such payment controls as either party or its lender may reasonably require but, in order to ensure the proper application case of such proceeds toward breach, Purchaser's liability thereunder shall be limited to the restoration excess, if any, of the Improvements. Each party waives STC Purchase Price (or the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation applicable portion of the Buildings STC Purchase Price, as the case may be) over the purchase price that would reasonably have been received by the Company in respect of one or Real Propertymore Alternative Sales if the Company were not to have so breached its obligation under this sentence. The foregoing aggregate payment is intended by the parties to be liquidated damages and not a penalty.

Termination Rights. If during the Term of this Lease the Real Property or Improvements or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then (i) this Lease shall terminate as If Tenant requests Landlord's consent to any subletting of all or a portion of the entire affected ground floor portion of Premises, or if Tenant requests Landlord's consent to any subletting of all or a portion of the balance of the Premises at Landlord’s election by written notice given to Tenant within sixty (60A) days after during the taking has occurred, and remainder of the Sublease Year following the expiration of the Sublease Period described in clause (ii) below, or (B) without following the procedures set forth in clause (ii) below, then in any such event, Landlord will have the right, as provided in Subparagraph 24(e), to terminate this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the all or such portion of the Premises taken which is proposed to be sublet effective as of the date Tenant proposes to sublet; provided, however, if Landlord elects to terminate this Lease, then within five (5) business days after receipt of such extent election by Tenant, Tenant will have the right to rescind the request of Landlord to consent to such subletting, and nature as substantially if Tenant timely delivers such rescission to handicapLandlord, impede then Landlord's election to terminate this Lease shall be void. (ii) If Tenant desires to sublease all or permanently impair Tenant’s use a portion of the balance of the Premises, then once per twelve (12) consecutive calendar months (a "Sublease Year") Tenant will have the right to notify Landlord of such desire (the "Sublease Notice"), identifying in such notice the specific portions of the balance of the Premises which Tenant desires to sublease (the "Proposed Sublease Space"). Landlord will then have sixty (60) days following its receipt of the Sublease Notice (the "Recapture Period") in which to elect to recapture from Tenant all or some of the Proposed Sublease Space (the "Recapture Notice"); provided, however, if Landlord delivers to Tenant a Recapture Notice, then within five (5) business days after receipt of such notice by Tenant, Tenant will have the right to rescind its Sublease Notice as to the portion of the Proposed Sublease Space which Landlord desires to recapture, and if Tenant timely delivers such rescission to Landlord, then Landlord's Recapture Notice as to such space shall be void. To the extent Landlord does not deliver a Recapture Notice within the Recapture Period, Tenant will have one hundred twenty (120) days after the expiration of the Recapture Period in which to consummate a sublease or subleases for the Proposed Sublease Space (the "Sublease Period"). Any portion of the Proposed Sublease Space which has not been subleased within the Sublease Period will be subject to recapture by Landlord in accordance with the terms of clause (i) above. (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects Landlord's right to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement to less than all of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements proposed to be sublet will not terminate as to any future additional subletting as a result of Landlord's consent to a complete architectural whole and a functional condition and as nearly as reasonably possible subletting of less than all of the Premises or Landlord's failure to the condition existing before the takingexercise its termination right with respect to any subletting. In connection with any such restoration, Landlord shall use will exercise its best efforts termination right described in clause (including, without limitation, any necessary negotiation or intercession with its lenderi) above, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available at all, by giving written notice to Tenant and within fifteen (15) days of receipt by Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvementsfinancial responsibility information required by this Paragraph 24. Each party waives Tenant understands and acknowledges that the provisions of Code of Civil Procedure Section 1265.130option, allowing either party to petition the Superior Court as provided in this Paragraph 24, to terminate this Lease in as to all or such portion of the Premises which is proposed to be sublet rather than approve the subletting of all or a portion of the Premises, is a material inducement for Landlord's agreeing to lease the Premises to Tenant upon the terms and conditions herein set forth. In the event of a partial condemnation any such termination with respect to less than all of the Buildings or Real PropertyPremises, the cost of segregating the recaptured space from the balance of the Premises will be paid by Tenant and Tenant's future monetary obligations under this Lease will be reduced proportionately on a square footage basis to correspond to the balance of the Premises which Tenant continues to lease.

Termination Rights. If during HRL intends to exercise its rights to terminate the Term of this Lease the Real Property or Improvements or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise License Agreement under Section 14(A)(xiii) of the right License Agreement because Premier is in default under any obligation to a Secured Party, HRL must first provide the Trustee a written notice of eminent domain HRL's intent to exercise such rights (including any transfer in avoidance of an the "DEFAULT NOTICE"). HRL shall not exercise its rights to terminate the License Agreement under Section 14(A)(xiii) of the power License Agreement unless: (a) the Trustee shall have delivered an Election Notice to HRL; or (b) both of eminent domain), then the following circumstances exist: EXECUTION VERSION (i) this Lease such default by Premier under any obligation to a Secured Party shall terminate as be continuing; and (ii) any of the following circumstances exists: (A) on or after the sixtieth (60th) day after Trustee receives the Default Notice (the date upon which Trustee receives the Default Notice being the "Default Notice Date"): (1) a Foreclosure Commencement has not occurred; and (2) Trustee has not been enjoined or stayed from causing a Foreclosure Commencement to the entire affected Premises at Landlord’s election by written notice given to Tenant occur within sixty fifty-five (6055) days after the taking Default Notice Date; or (B) at any time after a Foreclosure Commencement has occurred, and (ii) this Lease shall terminate as but before title to the entire affected Premises at Tenant’s electionFacility is conveyed by judicial or non-judicial foreclosure or deed in lieu of foreclosure, Trustee ceases to use diligent good faith efforts to cause title to the Facility to be conveyed by written notice given to Landlord within thirty judicial or non-judicial foreclosure or deed in lieu of foreclosure; or (30C) days on or after, the day that is eleven (11) months after the nature and extent Default Notice Date, title to the Facility has not been conveyed as permitted herein by judicial or non-judicial foreclosure or deed in lieu of foreclosure. In no event shall this paragraph 7 restrict HRL's right to terminate the License Agreement under any provision of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier License Agreement other than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impairedSection 14(A)(xiii), Landlord shall restore including, for example, when Premier's uncured breach of any obligation to HRL under the Building and Common Area and tenant improvements License Agreement is also a default by Premier under any obligation to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real PropertySecured Party.

Termination Rights. If during In case the Term of this Lease the Real Property or Improvements or any substantial part of either, is taken by eminent domain or Demised Premises shall be rendered wholly unusable by reason of any public improvement fire or condemnation proceedingother casualty or if the Building shall be so damaged by fire or other casualty that substantial renovation, reconstruction or demolition of the Building shall, in Landlord’s opinion, be required (whether or not the Demised Premises shall have been damaged by such fire or other casualty), or in any manner by exercise the event Landlord’s mortgagee(s) shall make claim to the proceeds of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain)casualty insurance maintained by Landlord, then (i) Landlord may, at its option, terminate this Lease shall terminate as to lease and the entire affected Premises at Landlord’s election term and estate hereby granted, by written notice given to notifying Tenant of such termination, within sixty (60) 120 days after the taking has occurred, and (ii) this Lease date of such damage; such termination date shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) be not more than 60 days after the nature giving of such notice. If at any time prior to Landlord giving Tenant the aforesaid notice of termination or commencing the repair and extent restoration pursuant to Section 30.01, the holder of a mortgage or the lessor of a superior lease or any person claiming under or through the holder of such mortgage or the lessor of such lease takes possession of the taking Building through foreclosure or otherwise, such holder or lessor shall have been finally determined, if the portion a further period of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) 60 days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on from the date of taking possession to terminate this lease by appropriate notice to Tenant. Nothing contained in this Section shall relieve Landlord or Tenant from any liability to the other in connection with any damage to the Demised Premises or the Building by fire or other casualty if such date falls on any date before party shall be legally liable in such respect. In case the Demised Premises shall be rendered wholly unusable by reason of fire or other casualty, Tenant, as its sole remedy, may cancel this lease by written notice to Landlord, if (i) within 60 days from the date of termination designated by Tenantthe damage or destruction, Landlord does not deliver to Tenant a written certification to the effect that the restoration can be completed within 270 days from the date of the casualty, or (ii) within 270 days from the date of the damage or destruction, Landlord does not repair and restore the Demised Premises; provided that Tenant shall not be entitled to cancel this lease pursuant to clause (i) of this sentence more than 10 days after Landlord shall have given written notice to Tenant or pursuant to clause (ii) more than 280 days from the date of the damage or destruction. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force The period for the completion of the required repairs and effect restoration work (except that there shall be an equitable abatement of Minimum Rental and for the giving of Tenant’s Operating Cost Share notice of Operating Expenses based upon cancellation) shall be extended by the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application number of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease days lost in the event such loss results from unavoidable delays, or any cause beyond the reasonable control of a partial condemnation of the Buildings or Real PropertyLandlord.

Termination Rights. If during (a) As soon after the Term occurrence of this Lease an Assistance Event as an applicable item of Oncor Resources is no longer necessary for the Real Property or Improvements or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise provision of the right Services, the rights granted to Contractor and Contractor Agents in Section 13.01 shall immediately terminate and Contractor shall, and shall cause Contractor Agents to, promptly deliver or release back to Oncor, at no expense to Oncor, such item (other than Oncor Intangible Materials and Confidential Information of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then Oncor): (i) this Lease shall terminate in good working condition, reasonable wear and tear excepted, if Contractor has been responsible for such item’s care, custody, and control, or (ii) without damage caused by Contractor, if Contractor has not been responsible for such item’s care, custody, and control, in each case, unless otherwise agreed by the Parties. In addition, as to the entire affected Premises at Landlord’s election by written notice given to Tenant within sixty (60) days soon after the taking has occurredoccurrence of an Assistance Event as such items are no longer necessary for the provision of the Services, Contractor shall, and shall cause Contractor Agents to, promptly return a copy to Oncor and destroy or erase all remaining copies of the Oncor Intangible Materials and Confidential Information of Oncor (except that Contractor may keep one copy of the Oncor Data, subject to Section 14.04, solely for legal archival purposes to assure compliance with this Agreement and for use in the event of a dispute arising under or in connection with this Agreement). Contractor shall, upon Oncor’s request, certify to Oncor that all such copies (excluding only the archival copy described in the immediately preceding sentence) have been so returned, destroyed or erased. (b) Upon Oncor’s request after the occurrence of an Assistance Event, and upon completion of the relevant Termination Assistance Services (or portion thereof): (i) With respect to any Contractor Proprietary Intangible Materials that are licensed to Oncor under Section 13.02(a) and are associated with the Service or Services that are the subject of the Assistance Event, Contractor shall deliver to Oncor or its designee(s) a copy of such Contractor Proprietary Intangible Materials in the form in use to provide the Services (including source code), and Oncor shall have the rights described in Section 13.02(a) in respect of such materials. (ii) With respect to any subcontracts with Contractor Agents for construction or operations and maintenance Services that are the subject of the Assistance Event, Contractor shall, and shall use commercially reasonable efforts to cause Contractor Agents to, (i) deliver to Oncor or its designee(s) the originals or photocopies of the then current versions of such subcontracts and (ii) this Lease transfer or assign such subcontracts to Oncor or its designee(s) on terms and conditions acceptable to all applicable parties. Contractor shall terminate as pay any transfer, assignment, switching, termination or other fees or expenses payable under such subcontracts in connection with the transfer or assignment of any such subcontracts. (c) If Contractor proposes to deliver or release for auction any tangible Contractor Proprietary Resource associated with the entire affected Premises at Tenant’s election, by written notice given to Landlord Service or Services that are the subject of an Assistance Event within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord such tangible Contractor Proprietary Resource is no longer used to provide Services (excluding, for the avoidance of Tenant’s election doubt, any sale of all or substantially all of the assets of Contractor or any subsidiary of Contractor other than in connection with a liquidation of Contractor or that subsidiary of Contractor), then Contractor shall provide Oncor with a reasonable period of time (not to terminate, except that this Lease shall terminate on the date of taking if exceed thirty (30) days) for Oncor to determine whether it wishes to purchase such date falls on any date tangible Contractor Proprietary Resources before the date of termination designated by TenantContractor delivers or releases such items for auction. If neither party Oncor elects to terminate this Lease as hereinabove providedpurchase any or all such tangible Contractor Proprietary Resources, this Lease shall continue in full force and effect (except that there such items shall be sold to Oncor free and clear of all liens, security interests and other encumbrances at their fair market value as determined pursuant to an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based agreed-upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts third party appraiser. (including, without limitation, any necessary negotiation or intercession with its lender, if anyd) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Property[*****].

Termination Rights. (a) If during the Term cost of restoration of damage to the Premises caused by a casualty exceeds the amount of proceeds received from the insurance required under Paragraph 11 of this Lease the Real Property or Improvements or any substantial part of either, Sublease (which insurance is taken maintained by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domainLessor), then and if Sublessee has not agreed to pay the excess cost of repairs and/or restoration to Lessor, Lessor can elect to terminate the Lease as provided in Paragraph 32(b) thereof by giving notice to Sublessor within fifteen (i) this Lease shall terminate as to the entire affected Premises at Landlord’s election by written notice given to Tenant within sixty (6015) days after determining that the taking has occurredrestoration cost will exceed the insurance proceeds, and (ii) in which case this Lease Sublease also shall terminate as automatically. Sublessor and Sublessee acknowledge that, under Paragraph 32(b) of the Lease, in the case of destruction to the entire affected Premises at Tenant’s electionPremises, by written notice given if Lessor elects to Landlord terminate the Lease, Sublessor, within thirty (30) days after receiving Lessor's notice to terminate, can agree to pay to Lessor the nature difference between the amount of insurance proceeds and extent the cost of the taking have been finally determined, if the portion of the Premises taken restoration in which case Lessor is of such extent and nature as substantially required to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of restore the Premises. If Tenant elects Sublessor agrees to give Sublessee prompt written notice following its receipt of Lessor's election to terminate this the Lease, and Sublessee shall have the right to elect to pay to Lessor the difference between the amount of insurance proceeds and the cost of restoration, as provided in the preceding sentence, provided that notice of such election is delivered to Sublessor not less than three (3) business days prior to the affected Premises, Tenant shall also notify Landlord expiration of the date of termination, which date shall not be earlier than said thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenantday period. If neither party Sublessee makes such election timely, Sublessor shall give prompt written notice to Lessor of such election within the thirty (30) day period referred to in this paragraph. If Sublessee elects to terminate this Lease as hereinabove providedcomplete such repairs at its own expense in accordance with the foregoing, this Lease Sublessee shall continue in full force indemnify, defend, protect and effect hold harmless Sublessor from all claims, losses, liabilities, expenses and costs (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impairedincluding reasonable attorneys' fees), Landlord shall restore but excluding the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to amount by which base rental payable under the condition existing before Lease exceeds the taking. In Base Rent payable under the Sublease, incurred by Sublessor in connection with Sublessee's election. Sublessor shall have no obligation to assure that Lessor properly applies any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Property.sums so contributed by Sublessee

Termination Rights. If during the Term of this Lease the Real Property all or Improvements or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise a portion of the right of eminent domain (including any transfer in avoidance of an exercise of Premises and/or the power of eminent domain)Common Areas shall be damaged or destroyed by fire or other casualty, then (i) this Lease shall terminate as to the entire affected Premises at then, Landlord’s election by written notice given to Tenant within sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent occurrence of the taking fire or other casualty or as soon thereafter as practicable, shall furnish to Tenant an estimate (the “Restoration Estimate”), prepared and certified by a licensed architect selected by Landlord and experienced with projects similar to the Project, of the date (the “Estimated Date”) by which Landlord’s Restoration Work shall be completed. If the Estimated Date shall be a date later than eighteen (18) months after the date of the fire or other casualty, or in the event that the casualty is not insured by insurance carried by Landlord (but only if Landlord was carrying, as of the date of the casualty, insurance as required by this Lease and in all other respects consistent with Institutional Asset Management Practices as in effect at the time of the casualty), or in the event there is a shortfall of ten percent (10%) or more between the proceeds from insurance carried by Landlord (or the proceeds that would have been finally determinedreceived if Landlord had been carrying, if the portion as of the Premises taken is date of the casualty, insurance as required by this Lease and in all other respects consistent with Institutional Asset Management Practices as in effect at the time of the casualty) and the anticipated cost to restore the casualty (and Landlord determines that it will not cover such extent and nature as substantially shortfall), then either Tenant or Landlord may, at its option, terminate this Lease by giving written notice to handicap, impede or permanently impair the other within thirty (30) days after Tenant’s use receipt of the balance of Restoration Estimate. In any case where the PremisesRestoration Estimate does not give rise to a termination right as aforesaid (as well as any case where Tenant does not elect to exercise its termination right as aforesaid), and (iii) this Lease Tenant shall remain in full force and effect as to have the remaining portion of the Premises. If Tenant elects right to terminate this Lease, as if for any reason, Landlord’s Restoration Work is not completed within a period ending three (3) months after the Estimated Date, with such period subject to extension for force majeure (provided that force majeure shall not include shortages in labor or materials for which commercially reasonable alternatives were available to Landlord). Tenant may exercise the termination right described in the preceding sentence by delivering written notice thereof to Landlord at any time following the end of such period and prior to the affected Premisesdate Landlord completes Landlord’s Restoration Work. If Tenant or Landlord terminates this Lease as provided in this Paragraph 21.02, Tenant then such termination shall also notify Landlord be effective on the date specified in the notice of termination, but no later than twelve (12) months after the date of terminationsuch notice, which as if said date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on were the date fixed for the expiration of taking if such date falls on the Term, provided that as to any date before the date portion of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises which is impaired)not rendered untenantable by the casualty, Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure shall give the proper application other not less than twelve (12) months advance notice of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Propertytermination.

Termination Rights. If (A) Subject to the terms of this Section 1.6(A), Tenant shall have the right to terminate this Lease during the Term of this Lease the Real Property or Improvements or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then (i) this Lease shall terminate as to the entire affected Premises at Landlord’s election by written notice given to Tenant within sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls effective on any date before from and after the last day of the calendar month during which occurs the day immediately preceding the date of termination designated by that is seven (7) years after the Rent Commencement Date (the date that Tenant designates as the date that the Term terminates pursuant to this Section 1.6(A) being referred to herein as “Tenant’s Termination Date”). If neither party elects Tenant shall have the right to terminate this Lease as hereinabove provided, provided in this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and Section 1.6(A) effective as of Tenant’s Operating Cost Share Termination Date only by giving notice thereof to Landlord not later than the date that is two hundred seventy (270) days before Tenant’s Termination Date (as to which date time shall be of Operating Expenses based the essence). If Tenant exercises Tenant’s right to terminate this Lease as of Tenant’s Termination Date as provided in this Section 1.6(A), then Tenant, on Tenant’s Termination Date, shall vacate the Premises and surrender the Premises to Landlord in accordance with the terms of this Lease that govern Tenant’s obligations upon the degree expiration or earlier termination of the Term. Tenant shall not have the right to which exercise Tenant’s ability right to conduct its business terminate this Lease as provided in this Section 1.6(A) if Landlord has theretofore exercised Landlord’s right to terminate this Lease as otherwise provided in this Section 1.6(A). (B) Subject to the Premises is impairedterms of this Section 1.6(B), Landlord shall restore have the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court right to terminate this Lease in during the event of a partial condemnation Term effective on any date from and after the last day of the Buildings calendar month during which occurs the day immediately preceding the date that is seven (7) years after the Rent Commencement Date (the date that Landlord designates as the date that the Term terminates pursuant to this Section 1.6(B) being referred to herein as “Landlord’s Termination Date”). Landlord shall have the right to terminate this Lease as provided in this Section 1.6(B) effective as of Landlord’s Termination Date only by giving notice thereof to Tenant not later than the date that is two hundred seventy (270) days before Landlord’s Termination Date (as to which date time shall be of the essence). If Landlord exercises Landlord’s right to terminate this Lease as of Landlord’s Termination Date as provided in this Section 1.6(B), then Tenant, on Landlord’s Termination Date, shall vacate the Premises and surrender the Premises to Landlord in accordance with the terms of this Lease that govern Tenant’s obligations upon the expiration or Real Propertyearlier termination of the Term. Landlord shall not have the right to exercise Landlord’s right to terminate this Lease as provided in this Section 1.6(B) Tenant has theretofore exercised Tenant’s right to terminate this Lease as otherwise provided in this Section 1.6.

Termination Rights. If ▇. ▇▇▇▇▇▇▇ shall have the right, but not the obligation, to require the Company to purchase and redeem all, but not less than all, of the Cordish LLC Interests for the Cordish Liquidation Amount (as such term is defined in Section 9.6.A hereof and subject to Section 9.6.B hereof) if a Redemption Notice (as defined in Section 9.4.C below) is delivered by Cordish at any time during the Term period beginning on the date that is 30 calendar months from the date hereof and ending on the date that is 36 calendar months from the date hereof. B. Inland shall have the right, but not the obligation, to require the Company to purchase and redeem all, but not less than all, and Cordish shall be required to assign all, of the Cordish LLC Interests for the Cordish Liquidation Amount (subject to Section 9.6.B hereof), if (except as provided in Section 9.4.E hereof) a Redemption Notice is delivered by Inland at any time during the period beginning on the date that is 36 calendar months from the date hereof and ending on the date that is 40 calendar months from the date hereof. C. In order to exercise the rights to require the Company to purchase and completely redeem the Cordish LLC Interests under this Section 9.4, Cordish or Inland, as appropriate (the "EXERCISING MEMBER"), shall deliver to the other Member and to the Company written notice (the "REDEMPTION NOTICE") of the exercise of such right, which notice shall state the Exercising Member's computation of the Cordish Liquidation Amount. The delivery of the Redemption Notice by the Exercising Member shall constitute an irrevocable commitment by Cordish to transfer and deliver, and the Company to purchase and redeem, all of the Cordish LLC Interests for the Cordish Liquidation Amount. Closing on the purchase and redemption of the Cordish LLC Interests shall take place in accordance with Section 9.5 hereof. Any purchase and redemption of all of the Cordish LLC Interests under this Section 9.4 shall require the simultaneous repayment (at Closing) of all Default Loans made pursuant to the provisions of this Lease Agreement. All Cash Shortfall Loans and Development Loans made by Cordish with respect to the Real Additional Properties shall be repaid in full at the Closing except that if an interest in an Additional Property or Improvements or Owner Entity is distributed to Cordish, then all Cash Shortfall Loans and Development Loans made to such entity shall remain outstanding and any substantial part distribution of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise Additional Property Owner Entity Interests to Cordish pursuant to the provisions hereof shall be made subject to such Cash Shortfall Loans and Development Loans. D. Upon the delivery of the right of eminent domain (including any transfer in avoidance of an exercise Redemption Notice by the Exercising Member, Cordish shall thereupon only be entitled to receive the Cordish Liquidation Amount and Inland shall have sole authority to act on behalf of the power Company to obtain at Closing the funds required to completely redeem the Cordish LLC Interests, including borrowing money from third-party lenders, Members or Affiliates and seeking Capital Contributions from additional Members to be admitted to the Company. E. Notwithstanding any provision of eminent domain)this Section 9.4 and this Article IX to the contrary, then and specifically notwithstanding the time period during which Inland is permitted to deliver a Redemption Notice under Section 9.4.B hereof, Inland shall have the right, but not the obligation, in its sole and absolute discretion, to deliver a Redemption Notice to Cordish and to cause the purchase and redemption of all of the Cordish LLC Interests pursuant to the terms of this Article IX, at any time following the occurrence of one or more of the following events: (i) this Lease shall terminate as if, there are any unpaid indemnification obligations of Cordish and/or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to any "Inland Indemnified Party" pursuant to the entire affected Premises at Landlord’s election terms and conditions of the Indemnification Agreement, which indemnification obligations have been unpaid for sixty (60) days following the date that such obligations have been either (A) liquidated and agreed to by written notice given the parties hereto or (B) determined by an arbitrator in accordance with the terms of Section 13.12 of the Indemnification Agreement; (ii) if, (a) Inland suffers an Indemnified Loss pursuant to Tenant Section 10.17.B hereof and (b) an arbitration conducted under Section 10.16 hereof determines that Cordish owes or has failed to pay such Indemnified Loss within sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is receipt of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and notice by Cordish from Inland; or (iii) this Lease shall remain in full force and effect as to the remaining portion if Cordish breaches any of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130Sections 2.7, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings 2.8 or Real Property9.1 hereof.

Termination Rights. If during a. The LESSEE may terminate this Lease, at its option, after giving the Term of this Lease the Real Property or Improvements or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then (i) this Lease shall terminate as to the entire affected Premises at Landlord’s election by written notice given to Tenant within Town no less than sixty (60) days after prior written notice to cure, if: i. Any governmental agency denies a request by the taking has occurredLESSEE for a permit, licence or approval which is required for the LESSEE to construct or operate the Structures on the Leased Space or any such permit is revoked; ii. The LESSEE determines that technical problems or radio interference problems from other antennas or from nearby radio transmitting facilities, problems which cannot reasonably be corrected, impair or restrict the LESSEE from using the Leased Space for the LESSEE’S intended purpose; iii. The LESSEE determines that it does not have acceptable and (ii) this Lease shall terminate as legally enforceable means of ingress and egress to and from the Leased Space; iv. The Town does not have legal or sufficient ownership of or title to the entire affected Leased Space or Premises at Tenant’s election, by written notice given or the authority to Landlord within thirty (30) days after enter into this Lease; v. Utilities necessary for the nature and extent of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s LESSEE’S contemplated use of the balance Leased Space are not available; vi. The Leased Space is damaged or destroyed to an extent which prohibits or materially interferes with the LESSEE’S use of the Leased Space or the LESSEE’S equipment and attachments thereto; vii. The Premises now or hereafter contains a Hazardous Material not caused by the LESSEE which would prohibit or materially interfere with the LESSEE’S use of the Leased Space or would damage the LESSEE’S equipment or Structures and attachments thereto viii. A material default by the Town occurs; ix. The Town fails to perform any of the material covenants or provisions of this Lease or if any representation or warranty contained herein is found to be untrue; x. The Leased Space is the subject of a condemnation or expropriation proceeding or taking by a governmental authority, or quasi-governmental authority with the power of condemnation or expropriation, or if the Leased Space is transferred in lieu of condemnation (rent will be abated during the period of condemnation or taking); xi. If the LESSEE determines, in its sole discretion, that it will not be viable to use the site for its intended purpose; or, xiii. If the LESSEE determines, in its sole discretion, that it will be unable to use the site for any reason. In the event of termination by the LESSEE pursuant to this provision, the LESSEE will be relieved of all further liability hereunder, except restoration of the Leased Space pursuant to Section 11 hereof. Any rental fees paid prior to the termination date will be retained by the Town. In the event the Town fails to perform its obligations under this Lease for any reason other than the LESSEE’S breach, the LESSEE may pursue all remedies available at law and in equity. In the event the Town fails to comply with the terms of this Lease, the LESSEE may, after giving the Town no less than sixty (60) days written notice to cure the default, in its sole and absolute discretion, cure any such default, and to the extent the LESSEE incurs any expenses in connection with such cure the Town agrees to promptly reimburse the LESSEE for such expenses incurred and hereby grants the LESSEE a security interest and lien on the Premises, and (iii) this Lease shall remain in full force and effect as to secure the Town’s obligation to repay such amounts to the remaining portion LESSEE. In addition, the LESSEE may offset the amount of the Premises. If Tenant elects to any such expenses incurred against any rent payable hereunder. b. The Town may terminate this Lease, as at its option, if: i. The Town has given the LESSEE sixty (60) days prior written notice to cure a material default. No such failure to cure a material default, however, will be deemed to exist if the LESSEE has commenced to cure such default within said period and provided that such efforts are prosecuted to completion with reasonable diligence in accordance with a binding timeline provided to the affected Premises, Tenant shall also notify Landlord Town. Delay in curing a material default will be excused only if due to causes beyond the reasonable control of the date of terminationLESSEE; and, ii. The LESSEE fails to pay Rent when due, which date shall default or failure is not be earlier than thirty cured within fifteen (3015) days nor later than ninety (90) business days after Tenant has notified Landlord the LESSEE’S receipt of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application written notice of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings default or Real Propertyfailure.

Termination Rights. If during (a) Woodbridge shall have the Term right, at its sole option, to terminate this Agreement (the "Woodbridge Optional Termination") at any time prior to the execution of this Lease the Real Property either a construction contract or Improvements or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or a construction management contract as described in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then Paragraph 8 upon (i) this Lease shall terminate as to the entire affected Premises at Landlord’s election by written notice given to Tenant within sixty (60) days after the taking has occurred, CareMatrix and (ii) payment to CareMatrix of a termination fee (the "Termination Fee") equal to (1) all CareMatrix's actual out-of-pocket costs paid to unrelated third parties by CareMatrix in connection with the Project, including all legal fees incurred in connection with the development of the Project and in connection with CareMatrix's agreements with Woodbridge (the "Termination Costs") plus (2) a sum equal to the lesser of (y) Two Hundred Thousand Dollars ($200,000.00) or (z) One Hundred Percent (100%) of the Termination Costs. The Termination Fee shall be payable at the time and in the manner Development Costs would be payable pursuant to Paragraph 7. Upon exercise of the Woodbridge Optional Termination, other than the obligation to pay the Termination Fee as provided herein, this Lease Agreement, including, the provisions of Paragraph 13, shall terminate and, except as provided herein, neither CareMatrix nor Woodbridge shall have any further obligation or liability to the other for expenses, reimbursement, costs or liabilities incurred in connection with the Project. In the event that Woodbridge exercises its termination right pursuant to this Paragraph at any time during which Woodbridge has alleged a default by CareMatrix and a right to terminate this Agreement pursuant to ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ shall pay to CareMatrix the Termination Fee as provided in this Paragraph and shall pursue a determination in arbitration of its allegation of default and right to terminate pursuant to Paragraph 15. If such determination in arbitration is in favor of Woodbridge, CareMatrix shall refund the Termination Fee paid. If such determination in arbitration is in favor of CareMatrix, CareMatrix shall be entitled to retain the Termination Fee. Each party shall pay its own costs, including attorneys' fees, incurred in such arbitration. (b) CareMatrix shall have the right, at its sole option, to terminate this Agreement (the "CareMatrix Optional Termination") at any time prior to the execution of either a construction contract or a construction management agreement as described in Paragraph 8 upon written notice to Woodbridge. Upon exercise of CareMatrix of the CareMatrix Optional Termination, Woodbridge shall be entitled to the same rights as it would have if CareMatrix had defaulted pursuant to Paragraph 15 without reference to or a determination in arbitration as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent existence of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede a default or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date propriety of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Property.

Termination Rights. If during the Term of Notwithstanding anything in this Lease the Real Property or Improvements or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then (i) this Lease shall terminate as to the entire affected Premises at Landlord’s election by written notice given contrary, and in addition to all other express termination rights granted to Tenant within sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate under this Lease, as to the affected Premises, Tenant shall also notify Landlord of have the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court option to terminate this Lease in its entirety as follows: (i) effective upon five (5) days’ written notice to Landlord in the event of a partial condemnation that Landlord does not acquire fee simple title to the Land by July 1, 2001; or (ii) effective upon five (5) days’ written notice to Landlord in the event Landlord has not substantially commenced construction of the Buildings Premises on or Real Propertybefore August 1, 2001; or (iii) effective as of the last day of the one hundred twentieth (120th) month after the Commencement Date (the “Early Termination Date”); provided that Tenant provides Landlord with written notice of its election to so terminate not later than the last day of the one hundred eighty (108th) month after the Commencement Date. Exercise of the foregoing right to terminate shall not affect Tenant’s obligation to pay Monthly Rent from and after such election to terminate through and including the Early Termination Date. In the event that Tenant terminates this Lease pursuant to either (i) or (ii) above, Landlord shall remain liable to Tenant for all costs and expenses incurred by Tenant in connection with this Lease as more explicitly set forth in the Landlord Guaranty (as hereinafter defined). In the event that Tenant terminates this Lease pursuant to (iii) above, Tenant shall pay to Landlord a termination fee equal to eighteen (18) months of Monthly Rent in effect at the time Tenant sends its notice to terminate, and if Landlord has built the Expansion (as defined in the Expansion Addendum attached hereto), Tenant shall also pay Landlord all of Landlord’s unamortized costs as of the Early Termination Date with respect to the Expansion (collectively [if applicable], the “Termination Payment”). The Termination Payment shall be paid to Landlord not later than the Early Termination Date.

Termination Rights. If during (a) Port has the Term of right to terminate this Lease under this Section when the Real Property Premises is needed in connection with a Port program or Improvements project. Port may exercise this right without liability or any substantial part of eitherexpense, is taken by eminent domain or by reason of any public improvement or condemnation proceedingexcept as specifically set forth in this Section, or in any manner by exercise upon ninety (90) days' prior written notice. Tenant agrees and shall be required to surrender possession of the right of eminent domain (including any transfer in avoidance of an exercise Premises by the end of the power of eminent domain), then 90-day period. (ib) Port has the right to terminate this Lease shall terminate under this Section if Port determines, in its sole and absolute discretion, that the condition of the Facility's structures, substructure or utilities has deteriorated to a condition that would create a foreseeable risk of hazard to health or safety. Port may exercise this right without liability or expense, except as specifically set forth in this Section. Port will attempt to the entire affected Premises at Landlord’s election by written notice given to provide Tenant within with no less than ninety (c) Within sixty (60) days after the taking has occurredTenant's surrender under this Section, and (ii) this Lease shall terminate Port agrees to pay Tenant a portion of those expenses which are documented by Tenant as having been incurred by Tenant prior to the entire affected delivery of Port's termination notice in making alterations, additions and improvements to the Premises at which were approved in advance and in writing by Port and which were not previously reimbursed to Tenant through rent credits, rent abatement or other form of compensation ("Improvement Costs"). Such Improvement Costs shall be determined by the value attributable to any alterations, additions and improvements in any Port building permits for such work obtained by Tenant and which are approved in advance in writing by a Port Property Manager to the extent supported by reasonable evidence of such expenditures provided by Tenant’s election. If no building permits are required for such work, value shall only be attributed to such alterations, additions or improvements if the value is approved in writing by written notice given a Port Property Manager prior to Landlord within thirty (30) days after the nature and extent commencement of the taking have been finally determined, work and if the cost is supported by reasonable evidence of such expenditures provided by Tenant. The portion of the Premises taken is Improvement Costs paid by Port shall be a fraction, of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use which the numerator shall be the number of months remaining in the initial term of the balance of Lease after Tenant surrenders the Premises, and (iii) this Lease the denominator shall remain be the number of months in full force and effect as to the remaining portion initial Term of the Premises. If Tenant elects to terminate this Lease, as to or for work undertaken following the affected PremisesCommencement Date, Tenant shall also notify Landlord the number of months beginning at the second month following the Port's approval of the date improvements and ending at the Expiration Date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord the initial Term of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the takingLease. In connection with no event shall Port be responsible for paying any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation moving or intercession with its lender, if any) to ensure that any severance damages relocation expense or other condemnation awards intended expense incurred by Tenant due to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate any termination under this Lease in the event of a partial condemnation of the Buildings or Real PropertySection.

Termination Rights. If during the Term of this Lease the Real Property or Improvements or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then a) If: (i) this Lease shall terminate as to the entire affected Premises at Landlord’s election by written notice given to Tenant within sixty (60) days after the taking has occurred, and is a Permitted Tenant; (ii) the Tenant has not been notified of a default in the performance of its obligations under this Lease lease which it has failed to cure within the times required by this lease, and, subject to such notice but irrespective of cure, has not otherwise been in persistent default of its obligations under this lease; and (iii) the Tenant is itself in actual possession, occupancy and use of at least 45,000 square feet of Rentable Space in the Building at the time it elects to exercise the within option, the Tenant shall have the one time right and option to terminate as this lease with respect to the entire affected Initial Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determinedand, if the portion Tenant has exercised its rights in this Lease to lease such space, the Cafeteria Premises, the First Expansion Premises and the Second Expansion Premises (collectively, the "Terminated Space"), effective July 31, 2000 (the "Termination Date"). (b) In order to exercise such right the Tenant shall give Notice to the Landlord to that effect by no later than July 31, 1999, failing which the Tenant's right to so terminate shall be null and void and of no further effect. (c) Such termination, if exercised, shall be effective only if, on the Termination Date, the Tenant pays to the Landlord, by certified cheque or bank draft, a sum equal to the aggregate of: (i) $839,662.00 (representing the Landlord's lease restructuring costs and real estate fees with respect to the Initial Premises); (ii) an amount equal to the unamortized balance of all leasehold improvement allowances paid by the Landlord with respect to the Terminated Space and all real estate brokerage fees and commissions incurred or paid by the Landlord with respect to either the Cafeteria Premises, the First Expansion Premises taken is or the Second Expansion Premises, together with interest at the rate of ten per cent (10%) per annum, calculated monthly to the date of payment on such unamortized balance, leasehold allowances, real estate fees and lease restructuring costs. Failure to make all of such extent and nature as substantially payments on the Termination Date shall render the Tenant's exercise of such option to handicap, impede or permanently impair Tenant’s use of the balance of the Premisesterminate ineffective, and (iii) this Lease the lease shall remain continue on in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Propertynever terminated.

Termination Rights. (a) If during the whole of the Premises, or such part thereof as will render the remainder untenantable shall be acquired or condemned for any public or quasi-public use or purpose, this Lease shall end as of the date of the vesting of title in the condemning authority (either through court order or by voluntary conveyance by Landlord in lieu of condemnation) with the same effect as if said date were the Expiration Date. If only a part the Premises shall be so acquired or condemned, then, except as otherwise provided in this Article, this Lease and the Term shall continue in force and effect, but from and after the date of the vesting of title, the Fixed Rent shall be an amount which bears the same ratio to the Fixed Rent payable immediately prior to such condemnation pursuant to this Lease as rentable square footage of the Real Property untaken portion of the Premises bears to the rentable square footage of the entire Premises immediately before the taking, and any Additional Rent payable or Improvements or any substantial credits receivable pursuant to Article 6, and the amount of the Security Deposit set forth in Section 34.1 shall be adjusted proportionately to reflect the diminution of the Premises. (b) If more than 25% of the Building and a material part of eitherthe Land shall be so acquired or condemned, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then then: (i) this Lease shall terminate as Landlord, at its option, may give to the entire affected Premises at Landlord’s election by written notice given to Tenant Tenant, within sixty (60) days after following the taking has occurreddate upon which Landlord shall have received notice of vesting of title, ninety (90) days’ notice of termination of this Lease; and (ii) if the part of the Building so acquired or condemned shall contain more than ten (10%) percent of the total area of the Premises immediately prior to such acquisition or condemnation, Tenant no longer has reasonable means of access to the Premises or associated parking or its ability to use the Premises for its business has been materially impaired, then Tenant, at its option, may give to Landlord, within sixty (60) days following the date upon which Tenant shall have received notice of vesting of title, ninety (90) days’ notice of termination of this Lease, In the event any such ninety (90) day notice of termination is given by Landlord or Tenant, this Lease shall terminate upon the expiration of said ninety (90) days with the same effect as if that were the Expiration Date (except that Tenant shall have no obligation to restore the Premises in accordance with the provisions of Article 21). If a part of the Premises shall be so acquired or condemned, and this Lease shall not be terminated pursuant to the entire affected provisions of this Section, Landlord, at its expense (but subject to recoupment from the proceeds of any award), shall restore that part of the Premises at not so acquired or condemned (together with all of the services and amenities to which Tenant is otherwise entitled under the Lease, to the extent reasonably practicable) to a self-contained rental unit and substantially the same condition as prior thereto, excluding Tenant’s electionProperty, by written notice given and Rent applicable to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises so acquired or taken is shall a▇▇▇▇ from and after such acquisition or taking (with any prepaid portion of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use Rent applicable thereto being credited against the next Rent payable hereunder). In the event of the balance any termination of the Premises, and (iii) this Lease shall remain in full force and effect as pursuant to the remaining portion provisions of this Section, the Premises. If Tenant elects to terminate this Lease, Rent shall be apportioned as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which such termination and any prepaid portion of Rent for any period after such date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified refunded by Landlord of to Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Property.

Termination Rights. If during (a) This Agreement shall automatically terminate and this Agreement shall forthwith become void and there shall be no further obligations or liabilities on the Term of this Lease the Real Property or Improvements or any substantial part of eitherthe Debtors or the Backstop Participants (subject to Section 9.2), is taken by eminent domain or by reason upon the occurrence of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain following events at any time prior to the Closing Date (including at any transfer in avoidance of an exercise time prior to entry of the power of eminent domain), then Backstop Order): (i) this Lease an Automatic Termination occurs; or (ii) the Company and the Required Backstop Participants agree to terminate by mutual written consent (a “Mutual Termination”), provided that a Mutual Termination shall terminate not be effective and shall be void ab initio unless the Company’s termination is consented to by the Required Consenting Term Lenders. Within two (2) Business Days of the occurrence of a Mutual Termination, the Company or its counsel shall provide written notice of such Mutual Termination (“Notice of Termination”) to the counsel to the Required Consenting Term Lenders. Upon receipt of the Notice of Termination, counsel to the Required Consenting Term Lenders must provide written consent to the Mutual Termination within an additional three (3) Business Days (which consent shall not be unreasonably withheld, conditioned or delayed) for the Mutual Termination to become effective (these procedures, the “Termination Notice Procedures”). (b) Each Non-Defaulting Backstop Participant may, solely as to the entire affected Premises at Landlord’s election such Non-Defaulting Backstop Participant and by written notice given to Tenant within sixty the Company and each other Backstop Participant at any time on or prior to the Closing Date, terminate its obligations hereunder, including its Backstop Commitment and obligations under the Call Option and Put Option obligations (60a “Backstop Participant Termination”) upon the occurrence of any of the following events: (i) the Company (or any of its Subsidiaries): (A) files or publicly announces that it will file or joins in or supports any plan of reorganization (or disclosure statement related thereto) in the Chapter 11 Proceedings other than the Plan, other than as permitted pursuant to the PSA; (B) terminates or files a motion or pleading with the Bankruptcy Court seeking authority to terminate or reject any Fundamental Implementation Agreement on account of the Board’s fiduciary obligations or (C) provides notice to counsel to the Supporting Creditors of its intent to enter into or otherwise publicly announces its intent to pursue an Alternative Transaction; (ii) either the Confirmation Order or the Backstop Order is reversed, dismissed or vacated, or is modified or amended after entry in a manner that is not reasonably satisfactory to the Required Backstop Participants; (iii) any of the Chapter 11 Proceedings are dismissed or converted to a case under chapter 7 of the Bankruptcy Code, or the Bankruptcy Court enters an order in any of the Chapter 11 Proceedings appointing an examiner or trustee with expanded powers to oversee or operate the Debtors in the Chapter 11 Proceedings; (iv) the issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority or any other court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of the Restructuring and the Plan on the terms and conditions set forth in the PSA and the Fundamental Implementation Agreements; provided, however, that the Debtors shall have ten (10) days after notice to the Company of such ruling or order to obtain relief that would allow consummation of the Restructuring and the Plan in a manner that (A) does not prevent or diminish in a material way compliance with the terms of the PSA and the Fundamental Implementation Agreements and (B) is acceptable to the Required Backstop Participants in their reasonable discretion; (v) upon the failure by the Debtors to comply in all material respects with any of its obligations under this Agreement, if such failure continues for ten (10) Business Days after written notice of such failure by any Backstop Participant to the Company; (vi) the Closing Date has not occurred by 11:59 p.m., New York City time, on the earlier of (x) 110 days after the Petition Date and (y) March 21, 2017 (the “Outside Date”); (vii) the Required Consenting Term Lenders terminate the PSA (solely as to each Supporting Term Lender) pursuant to Section 11(d) of the PSA; (viii) the PSA shall have been terminated prior to the Plan Effective Date, including by such Backstop Participant as to itself; (ix) an Order denying confirmation of the Plan is entered on the docket in the Chapter 11 Proceedings; or (x) any Backstop Participant Closing Condition becomes incapable of being satisfied unless such condition is waived pursuant to the terms of this Agreement; (c) The Parties hereby acknowledge and agree and shall not dispute that after the commencement of the Chapter 11 Proceedings neither Section 362 of the Bankruptcy Code nor any other applicable law shall preclude any Party from terminating this Agreement if the Agreement so provides, or from taking has occurredany action necessary to effectuate such termination pursuant to terms hereof, provided, that nothing herein shall prejudice any Party’s rights to argue that the giving of notice of termination was not otherwise proper under the terms of this Agreement. No cure period contained in this Agreement shall be extended pursuant to Section 108 or 365 of the Bankruptcy Code or any other applicable law without the prior written consent of each of the Parties, and (ii) this Lease shall terminate as the Debtors hereby waive, to the entire affected Premises at Tenant’s electiongreatest extent possible, the applicability of the automatic stay to such steps necessary to effectuate the termination of this Agreement. (d) So long as it is not in breach of its obligations under this Agreement in any material respect, the Company may, by written notice given to Landlord each Backstop Participant at any time prior to the Closing Date, terminate this Agreement (a “Company Termination”) and this Agreement shall forthwith become void and there shall be no further obligations or liabilities on the part of the Debtors or the Backstop Participants (subject to Section 9.2), upon the occurrence of any of the following events: (i) upon the Company terminating the PSA in accordance with its terms; (ii) within thirty three (303) Business Days after the giving of written notice by the Company to the Supporting Creditors of a determination by the Board, in good faith, based on the advice of its outside counsel, that proceeding with the Restructuring and pursuit of confirmation and consummation of the Plan would be inconsistent with the Board’s fiduciary obligations under applicable law; (iii) upon the issuance by any governmental authority, including the Bankruptcy Court, any regulatory authority or any other court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of the Restructuring and the Plan on the terms and conditions set forth in the PSA and the Fundamental Implementation Agreements; provided, however, that the Backstop Participants shall have ten (10) days after notice to the nature and extent Backstop Participants of such ruling or order to obtain relief that would allow consummation of the taking have been finally determinedRestructuring and the Plan in a manner that (A) does not prevent or diminish in a material way compliance with the terms of the PSA and the Fundamental Implementation Agreements and (B) is acceptable to the Debtors in their reasonable discretion; (iv) upon the failure by the Backstop Participants in the aggregate to comply in all material respects with any of their obligations under this Agreement, if the portion of the Premises taken is such failure continues for ten (10) Business Days after written notice of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of failure by the balance of the Premises, and (iii) this Lease shall remain in full force and effect as Company to the remaining portion of Backstop Participants; (v) the Premises. If Tenant elects to terminate this Lease, as PSA shall have terminated prior to the affected PremisesPlan Effective Date; or (vi) the Plan Effective Date shall not have occurred on or prior to the Outside Date; provided, Tenant shall also notify Landlord of the date of termination, which date that a Company Termination (other than pursuant to clauses (ii) or (v)) shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force effective and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon void ab initio unless consented to in writing by the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible Required Consenting Term Lenders pursuant to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real PropertyTermination Notice Procedures.

Termination Rights. If during Tenant shall have the Term following termination rights: a. Tenant shall have the right to terminate the Lease by giving Landlord written notice (the “Termination Notice”) of its intent to terminate the Lease, which Termination Notice shall be delivered to Landlord on or before the date eighteen (18) months before the date upon which Tenant wishes the Lease to terminate. Tenant shall have no obligation upon such termination for the payment of base rent, additional rent, maintenance or any other charges whatsoever, to the extent any of the foregoing obligations would have arisen under the Lease for periods following the date of such termination, but Tenant shall in all events remain liable for all of its obligations, financial and otherwise, arising on or before the date of such termination, including, without limitation, Tenant’s obligation to surrender the Leased Premises and all improvements thereon in the same condition as at the commencement of this Lease Lease, in good order, condition and repair, ordinary wear and tear excepted. b. Provided that Tenant has entered into a lease with Landlord for at least 25,723 square feet of space located on another property owned by Landlord, and notwithstanding the Real Property or Improvements or any substantial part terms of eitherSection 2(a), is taken by eminent domain or by reason of any public improvement or condemnation proceedingabove, or in any manner by exercise of Tenant shall have the right of eminent domain (including any transfer in avoidance of an exercise of to terminate the power of eminent domain), then (i) this Lease shall terminate as to the entire affected Premises at Landlord’s election by giving Landlord written notice given (the “Relocation Termination Notice”) of its intent to Tenant within sixty (60) days after terminate the taking has occurredLease, and (ii) this Lease which Relocation Termination Notice shall terminate as to the entire affected Premises at Tenant’s election, by written notice given be delivered to Landlord within thirty (30) days after before the nature and date upon which Tenant wishes the Lease to terminate. Tenant shall have no obligation upon such termination for the payment of base rent, additional rent, maintenance or any other charges whatsoever, to the extent any of the taking foregoing obligations would have been finally determined, if arisen under the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of for periods following the date of such termination, which date but Tenant shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord in all events remain liable for all of Tenant’s election to terminateits obligations, except that this Lease shall terminate financial and otherwise, arising on the date of taking if such date falls on any date or before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove providedsuch termination, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) Tenant’s obligation to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected surrender the Leased Premises and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease all improvements thereon in the event same condition as at the commencement of a partial condemnation of the Buildings or Real Propertythis Lease, in good order, condition and repair, ordinary wear and tear excepted.

Termination Rights. If during Within 90 days of the Term of this Lease the Real Property or Improvements or any substantial part of either, is taken by eminent domain or by reason date of any public improvement casualty which requires substantial alteration or condemnation proceeding, or in any manner by exercise reconstruction of the right of eminent domain (including any transfer in avoidance of an exercise Building Project, Landlord shall notify Tenant of the power of eminent domain), then (i) outside date by which the Building Project will be rebuilt. If the outside date indicated in this Lease shall terminate as to the entire affected Premises at Landlord’s election by written notice given to Tenant within sixty (60) days is more than 12 months after the taking has occurreddate of receipt of insurance proceeds for the rebuilding work, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s electionTenant may, by written within ten days of Landlord's notice, give Landlord notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If that Tenant elects to terminate this Lease, as and the balance of the Lease Term shall automatically expire on the fifth day after the notice is delivered. Should Landlord's notice indicate that the Building Project can be rebuilt within 12 months after receipt of insurance proceeds for the work, or if the notice indicates that rebuilding will take more than 12 months after receipt of insurance proceeds for the work but Tenant does not elect to terminate this Lease within ten days of Landlord's notice, Landlord shall proceed with reasonable diligence to rebuild the Building Project in accordance with the terms of this section. Should the rebuilding not be substantially completed prior to the affected Premisesoutside date indicated in Landlord's notice, then Tenant shall also notify Landlord have the right to terminate this Lease by giving not less than 30 days' prior written notice to Landlord, which notice must be sent within ten days after the expiration of the date of terminationoutside date, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that and this Lease shall terminate on as of the date specified in the notice with the same effect as if that date were the scheduled expiration date of taking this Lease. Notwithstanding the foregoing, if such date falls on any date before Tenant sends a notice of termination and Landlord, prior to the date of termination designated by specified in the notice, substantially completes the rebuilding, then Tenant. If neither party elects to terminate this Lease as hereinabove provided, 's notice shall be without force or effect and this Lease shall continue in full force and effect (except that there effect. The outside date for completion shall be an equitable abatement extended by the cumulative periods of Minimum Rental and any delays caused by Tenant or any of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business events described in the Premises is impaired)Impossibility of Performance article of this Lease, Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Propertyboth.

Termination Rights. (A) If during by the Term Commencement of Construction and Financing Date Landlord (1) fails to close on a construction loan with an Institutional Lender for an amount sufficient to complete the Base Building Work and pay the Tenant Initial Work Allowance and/or furnish evidence reasonably satisfactory to Tenant of Landlord's ability and commitment to fund such amount itself, or (2) shall not have commenced construction of the Building within a reasonable period of time after Commencement of Construction of the Building and be diligently prosecuting construction of the Building, then Tenant, as Tenant's sole and exclusive remedy, may terminate this Lease by giving notice of such election within five (5) Business Days after the Real Property or Improvements or Commencement of Construction and Financing Date (the "Termination Deadline"), provided, however, that any substantial part such notice given by Tenant shall be nullified if prior to the Termination Deadline, (1) Landlord shall have closed on such a construction loan and/or furnished the required evidence of eitherability and commitment to fund such amount itself, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise and (2) Landlord shall have commenced construction of the right Building within a reasonable period of eminent domain (including any transfer in avoidance time after Commencement of an exercise Construction of the power Building and shall be diligently prosecuting construction of eminent domainthe Building. Tenant's failure to exercise any right it may have to terminate this Lease pursuant to this Section 16.01(c)(iv)(A) on or before the Termination Deadline, shall be deemed an irrevocable waiver by Tenant of its right to exercise such termination right. Landlord shall use good faith diligent efforts to obtain such a construction loan on commercially reasonable terms, taking into account, however, conventional limitations on the willingness of developers to contribute equity. The conditions for funding under such construction loan shall be commercially reasonable as determined by Tenant in its reasonable discretion, provided, that such conditions for funding shall be deemed commercially reasonable if such conditions are substantially similar to conditions for funding in loans of Fifty Million Dollars ($50,000,000) or more for new construction in the City of New York closed by entities related to Landlord on or after January 1, 1990. (B) If by the Outside Ready for Delivery Date the Delivery Conditions shall not have occurred for the Initial Base Building Work, Tenant may terminate this Lease by giving notice of such election within two (2) months following the Outside Ready for Delivery Date, provided, however, that any such notice shall be nullified if prior to the effective date of such notice, the Delivery Conditions shall have occurred for the Initial Base Building Work. If Tenant terminates this Lease pursuant to this Section 16.1(c)(iii)(B), then by the date which is five (i5) this Lease Business Days after Landlord's receipt of Tenant's termination notice, Landlord shall terminate as to the entire affected Premises at Landlord’s election by written notice given pay Tenant a termination penalty of Five Million Dollars ($5,000,000). Landlord has furnished a surety bond (or alternate security permitted hereunder) to Tenant within sixty (60) days after the taking has occurredto secure payment of said termination penalty, and shall maintain such surety bond (iior alternate security permitted hereunder, as applicable) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect until the earlier of (i) the date when the Delivery Conditions for the Initial Base Building Work shall have been satisfied, or (ii) the date when Tenant shall have received payment of such termination penalty in accordance with the terms of this Section 8.1(c)(iv)(B). Any replacement surety bond furnished to Tenant shall be in customary form and from a bonding company reasonably satisfactory to Tenant and shall provide that Tenant shall have the right to draw down on it in the event Landlord fails to provide replacement security as provided in this paragraph. No surety bond (or any replacement letter of credit as provided below) shall be cancelable by the issuer unless the issuer shall be required to give at least thirty (30) days' prior notice before any such cancellation shall be effective. Within fifteen (15) days following receipt of any such cancellation notice, Landlord shall provide, in form reasonably acceptable to Tenant, a replacement surety bond, letter of credit or alternate comparable security (e.g., cash to be held in escrow by the party who served as escrow agent under the Escrow Agreement). If Landlord fails to timely provide such replacement surety bond, letter of credit or comparable security as aforesaid, Tenant shall have the right to draw down the surety bond (or replacement letter of credit, if applicable) and deposit the cash so drawn in escrow with the party who served as escrow agent under the Escrow Agreement to serve as replacement security. Notwithstanding the foregoing to the remaining portion contrary, Landlord shall have the right to deliver a guaranty by Guarantor of the Premisesobligation to pay the aforesaid termination penalty in lieu of a surety bond, provided the form and substance of such guaranty is reasonably acceptable to Tenant. If Tenant elects to terminate this Lease, as Lease pursuant to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Property.Section

Termination Rights. If during Notwithstanding anything else contained in this Lease, if: (a) the Term Premises is partially destroyed or damaged so as to affect twenty-five percent (25%) or more of the rentable area of the Building; or (b) in the reasonable opinion of the Expert, the Premises is unsafe or access or services are affected and, in either case, cannot be substantially repaired under Applicable Laws within one hundred eighty (180) days from the date of such Damage (employing normal construction methods without overtime or other premium); or (c) the proceeds of insurance are insufficient to pay for the costs of repair or rebuilding or are not payable to or received by the Landlord; or (d) Damage or destruction is caused by an occurrence against which the Landlord is not insured or beyond the extent to which the Landlord is required to insure under this Lease; or (e) any Mortgagee(s) or other Person entitled to the insurance proceeds shall not consent to the repair and rebuilding, then the Landlord may terminate this Lease the Real Property or Improvements or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then (i) this Lease shall terminate as giving to the entire affected Premises at Landlord’s election by Tenant written notice given to Tenant Notice of such termination within sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determinedDamage or destruction, if in which event the portion of the Premises taken is of such extent Term shall cease and nature be at an end as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, such Damage or destruction and the Rent and all other payments for which date shall not be earlier than thirty (30) days nor later than ninety (90) days after the Tenant has notified Landlord is liable under the provisions of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before be apportioned and paid in full to the date of termination designated by Tenant. If neither party elects (subject to terminate this Lease as hereinabove any abatement under Section 10.2); provided, this Lease however, that nothing contained herein shall limit Tenant’s liability in the event that the casualty event is due to the fault or neglect of Tenant or its employees, agents, or invitees, and further provided that no such termination shall in any manner terminate or otherwise affect the Purchase Option (which shall continue in full force and effect (through the original Term as if the Lease remained in effect), except that there upon exercise of the Purchase Option all insurance proceeds actually received by Landlord with respect to insurance policies covering the Premises shall be an equitable abatement of Minimum Rental delivered and of assigned to Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Property.

Termination Rights. (a) If during the whole of the Premises, or such part thereof as will render the remainder untenantable shall be acquired or condemned for any public or quasi-public use or purpose, this Lease shall end as of the date of the vesting of title in the condemning authority (either through court order or by voluntary conveyance by Landlord in lieu of condemnation) with the same effect as if said date were the Expiration Date. If only a part the Premises shall be so acquired or condemned, then, except as otherwise provided in this Article, this Lease and the Term shall continue in force and effect, but from and after the date of the vesting of title, the Fixed Rent shall be an amount which bears the same ratio to the Fixed Rent payable immediately prior to such condemnation pursuant to this Lease as rentable square footage of the untaken portion of the Premises bears to the rentable square footage of the entire Premises immediately before the taking, and any Additional Rent payable or credits receivable pursuant to Article 6, and the amount of the Security Deposit set forth in Section 34.1 shall be adjusted proportionately to reflect the diminution of the Premises. (b) If more than 25% of the Building and a material part of the Land shall be so acquired or condemned, then: (i) Landlord, at its option, may give to Tenant, within 60 days following the date upon which Landlord shall have received notice of vesting of title, 90 days’ notice of termination of this Lease Lease; and (ii) if the Real Property or Improvements or any substantial part of eitherthe Building so acquired or condemned shall contain more than ten (10%) percent of the total area of the Premises immediately prior to such acquisition or condemnation, is taken by eminent domain or if, by reason of any public improvement such acquisition or condemnation proceedingcondemnation, Tenant no longer has reasonable means of access to the Premises or in any manner by exercise of associated parking or its ability to use the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain)Premises for its business has been materially impaired, then (i) Tenant, at its option, may give to Landlord, within 60 days following the date upon which Tenant shall have received notice of vesting of title, 90 days’ notice of termination of this Lease. In the event any such 90 day notice of termination is given by Landlord or Tenant, this Lease shall terminate as to upon the entire affected Premises at Landlord’s election by written notice given to Tenant within sixty (60) expiration of said 90 days after with the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and same effect as to if that were the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect Expiration Date (except that there Tenant shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree have no obligation to which Tenant’s ability to conduct its business in restore the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection in accordance with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Property.of

Termination Rights. If during As soon as reasonably possible following the Term occurrence of any damage described in Section 10.1 and in no event later than ninety (90) days after such damage, Landlord shall notify Tenant of Landlord's good faith estimate of time required for such repair or, if Landlord has determined to demolish the Building, of such determination to demolish. Notwithstanding any provision herein to the contrary, if Landlord's good faith estimate of the time required to repair the Premises is in excess of one year after the date of such damage or if Landlord has determined to demolish the Building, either Landlord or Tenant may elect to terminate this Lease by written notice to the Real Property or Improvements or any substantial part other party and thereupon the Lease Term shall expire by lapse of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then time upon (i) if Tenant has not then vacated the Premises, the tenth (10th) business day after such notice is given, and Tenant, on such tenth (10th) business day, shall vacate the Premises and surrender the same to Landlord or, (ii) if Tenant has already vacated the Premises, the day Tenant completed its vacation of the Premises and ceased using the Premises or any part thereof. If Landlord so elects to terminate this Lease Lease, Landlord shall terminate as to the entire affected Premises at Landlord’s election do so by written notice given to Tenant within of Landlord's election to terminate, delivered to Tenant no later than sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as delivery to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and extent Tenant of the taking have been finally determined, if the portion notice containing Landlord's estimate of the Premises taken is period required for completion of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premisesrepair. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify do so, if at all, by written notice to Landlord of the date of termination, which date shall not be earlier delivered to Landlord no later than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord delivery of Tenant’s election to terminate, except Landlord's notice stating that this Lease shall terminate on the date estimated time period for such repair is in excess of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real Propertyone year.

Termination Rights. (a) If during the Term of Start Date for a Reserved Capacity booking under this Lease Gas Transportation Agreement has not occurred by the Real Property or Improvements date falling thirty-six (36) months after the Revised Estimated Operation Date then either Party may give written notice to the other Party that this Gas Transportation Agreement will terminate with immediate effect. (b) The Shipper may, at its option at any time before the Credit Support Longstop Date, give written notice to the Transporter that this Gas Transportation Agreement will terminate with immediate effect. (c) The Transporter may give written notice to the Shipper that this Gas Transportation Agreement will terminate with immediate effect if the Shipper does not provide the "Post Bid Guarantee" (as defined in the Project Proposal) or any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise replacement of the right of eminent domain Post Bid Guarantee required to be delivered in accordance with the Project Proposal, in each case by the date required under the Project Proposal. (including any transfer in avoidance of an exercise of the power of eminent domain), then d) If: (i) this Lease shall terminate as to the entire affected Premises at Landlord’s election by written notice given to Tenant within sixty (60) days after Shipper has not satisfied the taking has occurred, and Credit Support Criteria; or (ii) in respect of any Bundled Capacity under this Lease shall terminate as Gas Transportation Agreement, the Transporter has not received notice from the applicable Adjacent TSO that the Shipper’s corresponding capacity booking in the applicable Interconnected System is unconditional (other than in respect of any condition relating to the entire affected Premises unconditionality of this Gas Transportation Agreement), in each case by the Credit Support Longstop Date, then the Transporter may, at Tenant’s electionany until the Condition Precedent Longstop Date, by give written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of Shipper that this Gas Transportation Agreement will terminate with immediate effect. (e) If the Premises. If Tenant elects Condition Precedent ceases to terminate this Leasebe satisfied at any time before or on the Condition Precedent Longstop Date, as then the Transporter may give written notice to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except Shipper that this Lease Gas Transportation Agreement will terminate with immediate effect. (f) On termination of this Gas Transportation Agreement under this Clause 7, the Parties shall terminate on the date of taking if such date falls on be discharged from any date before further obligations or liabilities under this Gas Transportation Agreement, without prejudice to any rights, obligations, or liabilities that have accrued up to the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon or which occur under the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real PropertyProject Proposal.

Termination Rights. If If, during the Term of this Lease Due Diligence Period, (A) Purchaser determines that for any reason whatsoever Purchaser is not satisfied with the Real Property Leases or Improvements or any substantial part of either, is taken other information provided by eminent domain or by reason of any public improvement or condemnation proceedingSeller, or the Properties, for any reason (such as non-satisfactory disclosure made in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domaina Seller Disclosure Schedule Supplement delivered pursuant to Section 3(h)) or for no reason, then (i) Purchaser may, in its sole and absolute discretion, terminate this Lease shall terminate as to the entire affected Premises at Landlord’s election Agreement by written notice given delivered to Tenant within sixty (60) days after the taking has occurred, Seller and (ii) this Lease shall terminate as Escrow Agent prior to the entire affected Premises at Tenant’s electionexpiration of the Due Diligence Period (or within two (2) business days following the expiration of the Due Diligence Period if Seller provides Purchaser with a Seller Disclosure Schedule Supplement within two (2) business days prior to the expiration of the Due Diligence Period), or (B) Purchaser has provided notice to Seller under Section 3(c) specifying Defective Properties that have an aggregate Allocated Purchase Price (as set forth on Schedule VI) of more than $2,000,000 (“Defective Properties Threshold”) then Seller may, in its sole and absolute discretion, terminate this Agreement by written notice given delivered to Landlord Purchaser and Escrow Agent within thirty two (302) business days after following the nature and extent expiration of the taking Due Diligence Period, and in either such event, the Escrow Agent shall promptly thereafter refund the Deposit to the Purchaser, and the parties shall have been finally determinedno further rights or obligations under this Agreement except for those which expressly survive termination. Except as otherwise provided herein, if the portion of the Premises taken is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects Purchaser does not elect to terminate this LeaseAgreement during the Due Diligence Period, as Purchaser shall be deemed to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects have waived its right to terminate this Lease as hereinabove providedAgreement pursuant to this Section 3(d)(i), this Lease shall continue in full force and effect (except that there the Non-▇▇▇▇▇▇▇ Deposit shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon non-refundable to Purchaser (provided the degree to which Tenant’s ability to conduct its business in Non-▇▇▇▇▇▇▇ Deposit shall be applied against the Premises is impairedPurchase Price at Closing), Landlord shall restore the Building and Common Area and tenant improvements except upon a failure of a condition precedent to Purchaser’s obligations under this Agreement, or any other express provision of this Agreement entitling Purchaser to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration return of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real PropertyNon-▇▇▇▇▇▇▇ Deposit.

Termination Rights. If during (a) Lessee may terminate this Lease, at its option, after giving Lessor not less than sixty (60) days prior written notice to cure, if: (i) any governmental agency denies a request by Lessee for a permit, license or approval which is required for Lessee to construct or operate the Term Structures on the Leased Space or any such permit is revoked; (ii) Lessee determines that technical problems or radio interference problems from other antennas or from nearby radio transmitting facilities, which problems cannot reasonably be corrected, impair or restrict Lessee from using the Leased Space for Lessee’s intended purpose; (iii) Lessee determines that it does not have acceptable and legally enforceable means of ingress and egress to and from the Leased Space; (iv) Lessor does not have legal or sufficient ownership of or title to the Leased Space or Premises or the authority to enter into this Lease; (v) utilities necessary for Lessee's contemplated use of the Leased Space are not available; (vi) the Premises now or hereafter contains a Hazardous Material; (vii) Lessee is unable to obtain a Subordination, Non-disturbance and Attornment Agreement; (vii) a material default by Lessor occurs; (ix) Lessor fails to perform any of the material covenants or provisions of this Lease or if any representation or warranty contained herein is found to be untrue; (x) the Real Property Leased Space is the subject of a condemnation proceeding or Improvements or any substantial part of either, is taken taking by eminent domain or by reason of any public improvement or condemnation proceedinga governmental authority, or in any manner by exercise of the right of eminent domain (including any transfer in avoidance of an exercise of quasi-governmental authority with the power of eminent domaincondemnation, or if the Leased Space is transferred in lieu of condemnation (rent will be abated during the period of condemnation or taking). In the event of termination by Lessee or Lessor pursuant to this provision, then (i) Lessee will be relieved of all further liability hereunder. Any rental fees paid prior to the termination date will be retained by Lessor. In the event Lessor fails to perform its obligations under this Lease shall for any reason other than Lessee's breach, Lessee may pursue all remedies available at law and in equity. Lessor hereby acknowledges that Lessee will incur significant expenses in reliance on this Lease, and therefore agrees to pay Lessee for all consequential damages which Lessee will suffer as a result of Lessor's breach. (b) Lessor may only terminate as this Lease, at its option, in the event of a material default by Lessee or Lessee’s failure to the entire affected Premises at Landlord’s election by written notice given to Tenant pay Rent when due, which default or failure is not cured within sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at TenantLessee’s election, by receipt of written notice given to Landlord within thirty (30) days after the nature and extent of the taking have been finally determined, if the portion of the Premises taken is of such extent default or failure. No such failure to cure a material default, however, will be deemed to exist if Lessee has commenced to cure such default within said period and nature as substantially provided that such efforts are prosecuted to handicap, impede or permanently impair Tenant’s use completion with reasonable diligence. Delay in curing a material default will be excused if due to causes beyond the reasonable control of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects to terminate this Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real PropertyLessee.

Termination Rights. If during Notwithstanding anything to the Term contrary contained in this Lease, in the event of this Lease the Real Property occurrence of a "Trigger Event," as that term is defined, below, which causes an interference with Tenant's use of or Improvements or any substantial part access to the Premises for a period in excess of eitherthe "Eligibility Period," as that term is defined in Section 6.3.2, is taken by eminent domain or by reason of any public improvement or condemnation proceedingbelow, and such Trigger Event will likely materially adversely affect Tenant's use of, or in any manner by exercise prevent Tenant's reasonable access to, the Premises for an additional period of time reasonably expected to be greater than one hundred eighty (180) days (the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain"MAXIMUM RESTORATION PERIOD"), then (i) this Lease Tenant shall terminate have the right to request Landlord to provide Tenant with the reasonable opinion of an independent qualified consultant as to the entire affected Premises at Landlord’s election by written notice given reasonably projected period for the restoration of Tenant's use of and/or access to the Premises. Landlord shall have the right to reasonably select the identity of the foregoing consultant, subject to Tenant's reasonable approval. Landlord shall deliver such opinion to Tenant within sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire affected Premises at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature following both Tenant's written request for such opinion and extent Tenant's reasonable approval of the taking have been finally determined, if the portion identity of the Premises taken consultant delivering such opinion. If such opinion is that it is likely that the period for restoration of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s 's use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as and/or access to the remaining portion of Premises shall exceed the Premises. If Maximum Restoration Period, then Tenant elects may elect to exercise an ongoing right to terminate this the Lease, as to the affected Premises, Tenant shall also notify Landlord of the date of termination, which date shall not be earlier than upon thirty (30) days nor later than ninety prior written notice sent to Landlord within a period of thirty (9030) days after Tenant has notified Landlord following receipt of Tenant’s election the foregoing consultant's opinion. For purposes of this Lease, a "TRIGGER EVENT" shall mean one or more of the following events, provided that in no event shall any of the following events constitute a Trigger Event if caused by (a) damage or destruction to terminatethe Building, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove providedProject, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in Common Areas or the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives which case the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation Article 11 of the Buildings Lease shall control), (b) the negligence or Real Property.willful misconduct of Tenant or its agents, employees, partners or contractors, or (c) a taking of the Building, the Project, Common Areas, or the Premises by eminent domain or the exercise of other governmental authority (in which case the provisions of Article 13 shall control):

Termination Rights. If during 15.1 The Merchant may terminate this Agreement on giving 1 months' written notice to ClickandBuy. 15.2 ClickandBuy may terminate this Agreement on giving at least 2 months' written notice to the Term of Merchant. 15.3 ClickandBuy may terminate this Lease Agreement immediately upon giving notice to the Real Property or Improvements or Merchant at any substantial part of either, is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of time if: (a) ClickandBuy reasonably considers the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), then Merchant is: (i) this Lease shall terminate as to the entire affected Premises at Landlord’s election by written notice given to Tenant within sixty acting fraudulently or illegally (60) days after the taking has occurred, and in any jurisdiction); or (ii) subject to, or it appears to ClickandBuy is likely to be subject to, an investigation by a regulator or authority into the activities of the Merchant in relation to any gambling, gaming, betting, lottery or other similar law in any jurisdiction; or (b) ClickandBuy reasonably consider that it will be in breach of European Union or national law, regulation or Court order if it continues this Lease Agreement. 15.4 The Merchant shall endeavour where practicable to notify ClickandBuy of any proposed Change of Control at least 2 months in advance of the Change of Control being effective. Where the Merchant is not able to so notify ClickandBuy in accordance with this timing requirement, it shall nonetheless notify ClickandBuy as soon as it becomes aware of a Change of Control being proposed or effected. The notification obligations imposed on the Merchant in this Clause 15.4 shall be subject to any unavoidable obligations of confidentiality. 15.5 ClickandBuy may terminate the Agreement and close the Merchant’s ClickandBuy Account where it has not received any Payment Orders (whether with the Merchant as payer or payee) for twelve (12) months, provided that Clause 10.5 shall apply. Funds standing in credit on the Merchant’s ClickandBuy Account will be paid to the entire affected Premises at Tenant’s election, Merchant's nominated bank account. 15.6 Where an investigation is commenced or appears to ClickandBuy to be likely to be commenced by written notice given to Landlord within thirty (30) days after a regulator or authority into the nature and extent activities of the taking have been finally determinedMerchant, if the portion of the Premises taken ClickandBuy shall be entitled to provide any assistance and information it deems appropriate to any investigatory or official body in relation to such investigation or activities. 15.7 If notice is of such extent and nature as substantially to handicap, impede or permanently impair Tenant’s use of the balance of the Premises, and (iii) this Lease shall remain in full force and effect as to the remaining portion of the Premises. If Tenant elects given to terminate this Lease, as Agreement or the Service for any reason the Merchant must immediately pay all Charges due for the Service up to the affected Premises, Tenant shall also notify Landlord expiry of the date notice. Where any regular Charges have been paid in advance and the period or service in respect of terminationwhich they have been paid will not, which date shall not be earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the date of termination designated by Tenant. If neither party elects to terminate this Lease as hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement of Minimum Rental and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree to which Tenant’s ability to conduct its business in the Premises is impaired), Landlord shall restore the Building and Common Area and tenant improvements to a complete architectural whole and a functional condition and as nearly as reasonably possible due to the condition existing before termination of this Agreement, be completed, such Charges shall to that extent be reimbursed to the taking. In connection with any such restoration, Landlord shall use its best efforts (including, without limitation, any necessary negotiation or intercession with its lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation Merchant proportionately. 15.8 Termination does not avoid ClickandBuy's liability for rebuilding or restoration costs are promptly collected and made available to Tenant and Landlord subject only, to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to terminate this Lease in the event of a partial condemnation of the Buildings or Real PropertyServices already provided.