Common use of Condemnation and Casualty Clause in Contracts

Condemnation and Casualty. (a) In the event of damage to, or destruction of. the Leased Premises and/or the improvements located thereon, by fire or other casualty, except as provided in Section 11(b) hereof, this Lease shall remain in full force and effect and, subject to Section 11(d) hereof. Tenant shall use commercially reasonable and diligent efforts, to restore and rebuild the Leased Premises and the improvements located thereon to at least their former condition. Rent shall not be reduced or abated during the period of such repair, restoration or rebuilding even if the improvements are not tenantable. (b) If the Leased Premises and/or the improvements located thereon are damaged or destroyed by fire or other casualty to the extent of twenty-five percent (25%) or more of the square footage of the improvements, Tenant shall have the right to terminate this Lease as of the date of such damage or destruction by giving notice to Landlord (the “Termination Notice”) within thirty (30) days following such damage or destruction. In the event that Tenant delivers a Termination Notice to Landlord, then all insurance proceeds shall be payable to Landlord and Tenant, as their interests appear in such improvements. (c) In the event of such damage and if Tenant fails to deliver a Termination Notice, all insurance proceeds received will be used by Tenant to restore the Leased Premises and the improvements located thereon to at least the condition existing prior to damage as provided in Section 11(d) hereof and Landlord shall have no right to or any interest in any insurance proceeds relating to the loss of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased by Tenant. (d) If, at any time during the Term, the Leased Premises and/or the improvements located thereon are damaged by fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, shall be paid to and utilized by Tenant for payment of the costs of repairing, replacing and rebuilding the Leased Premises and the improvements located thereon and the damage thereto shall be promptly repaired to at least the condition existing prior to the damage. Subject to Tenant’s receipt of all necessary governmental approvals, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in an amount equal to the full replacement value of the improvements located at the Leased Premises as of the date of such casualty shall be the sole obligation of Tenant, (e) If all of the Leased Premises shall be taken in a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as of the date of such taking. The proceeds from any such condemnation shall be divided between Landlord and Tenant as their respective interests appear in order to compensate each for the damage to their respective interests, and Tenant shall have the right to maintain a separate action to recover the value of its leasehold interest and moving expenses.

Condemnation and Casualty. (a) In If, before the event of damage toClosing, any Seller receives notice that any Hotel or Hotels and any parcel or parcels comprising the Land are to be wholly condemned, or destruction of. to be condemned in such substantial part that the Leased Premises and/or value of the improvements located thereonportion of the Hotels and Land so condemned exceeds Fifty Million and No/100 Dollars ($50,000,000.00), or if one or more of the Hotels is wholly or partially destroyed by fire or other casualty, except as provided in Section 11(b) hereof, this Lease shall remain in full force and effect and, subject to Section 11(d) hereof. Tenant shall use commercially reasonable and diligent efforts, to restore and rebuild or if so much of the Leased Premises and the improvements located thereon to at least their former condition. Rent shall not be reduced or abated during the period of such repair, restoration or rebuilding even if the improvements are not tenantable. (b) If the Leased Premises and/or the improvements located thereon are Hotels is damaged or destroyed by fire or other casualty to the extent that the cost of twenty-five percent repairing such damage shall exceed Fifty Million and No/100 Dollars (25%$50,000,000.00) or more as determined by the casualty insurer(s) insuring the Hotels, then, in any such event, Buyer and each of the square footage of the improvements, Tenant Sellers shall each have the right to terminate this Lease as Agreement by delivering notice of termination in writing to the date of such damage or destruction by giving notice to Landlord (the “Termination Notice”) other party within thirty (30) days following after the receipt of notice of such damage condemnation or destruction. In casualty (but not later than the event that Tenant delivers a Termination Notice Closing Date) (which notice will, to Landlordthe extent then known, then all contain the amount of compensation offered for such condemnation or the amount of insurance proceeds offered to be paid on account of such casualty, as the case may be) and upon giving such notice of termination the Deposit shall be payable returned by the Escrow Agent to Landlord Buyer, and TenantSellers and Buyer shall each be released and discharged from any further obligation to each other hereunder except for those which expressly survive the termination of this Agreement; provided, as their interests appear in such improvements. however, that if neither Buyer nor Sellers elects to terminate this Agreement, the purchase contemplated herein shall be consummated without reduction of the Purchase Price, within the later of (ci) In fifteen (15) days after the event expiration of such damage and if Tenant fails thirty (30) day period or (ii) the Closing Date, but Buyer shall be entitled to deliver all proceeds of fire or other casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods prior to the Transfer Time), Buyer shall receive a Termination Notice, all credit to the Purchase Price for any deductibles with respect to any insurance proceeds received will be used by Tenant to restore the Leased Premises and the improvements located thereon to at least the condition existing prior to damage as provided in Section 11(d) hereof and Landlord Sellers shall have no right to or any interest in any insurance proceeds relating to responsibility for the loss restoration and repair of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased by Tenant. the Property. 32 (db) If, at before the Closing, any time during the Term, the Leased Premises and/or the improvements located thereon are one or more Hotel is damaged by fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, the extent that the cost of repairing or restoring the same shall be paid to and utilized by Tenant for payment of the costs of repairing, replacing and rebuilding the Leased Premises and the improvements located thereon and the damage thereto shall be promptly repaired to at least the condition existing prior to the damage. Subject to Tenant’s receipt of all necessary governmental approvals, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in less than an amount equal to Fifty Million and No/100 Dollars ($50,000,000.00), or if any Seller receives notice that any Hotel and/or Land is to be partially condemned but that the full replacement value of the improvements located at Land and Hotels to be condemned does not exceed Fifty Million and No/100 Dollars ($50,000,000.00), then, and in any such event, the Leased Premises Closing shall proceed as scheduled and Sellers shall assign to Buyer the proceeds (excluding proceeds for business interruption or loss for periods prior to the Transfer Time) of any casualty insurance or any condemnation award, as the case may be, Buyer shall receive a credit to the Purchase Price for any deductibles with respect to any insurance proceeds and Sellers shall have no responsibility for restoration or repair of the date of such casualty shall be the sole obligation of Tenant, (e) If all of the Leased Premises shall be taken in a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as of the date of such takingProperty. The proceeds from any such condemnation shall be divided between Landlord and Tenant as their respective interests appear in order to compensate each for the damage to their respective interests, and Tenant shall have the right to maintain a separate action to recover the value of its leasehold interest and moving expensesARTICLE XIV.

Condemnation and Casualty. (aA) In the event the Building or any portion thereof necessary, in the reasonable opinion of damage toLessor, to the continued efficiency and/or economically feasible use of the Building shall be taken or condemned in whole or in part for any public or quasi-public purposes, then the term of this Lease shall, at the option of the Lessor, forthwith cease and terminate. In the event the Demised Premises, or destruction of. such portion thereof as would prevent Lessee from occupying and using the Leased Demised Premises and/or for the improvements located thereonpurposes herein provided, by fire shall be taken or other casualtycondemned for any public or quasi-public purpose, except as provided in Section 11(bthen, at Lessor’s option, either (i) hereof, the Term of this Lease shall remain forthwith cease and terminate, or (ii) Lessor shall, to the extent reasonably practicable, provide Lessee with such additional space and make such repairs to the Demised Premises as may be necessary to enable Lessee to use such additional and repaired space for the purposes herein provided. All compensation awarded for any such taking, condemnation, or sale proceeds in lieu thereof, shall be the property of Lessor without any deduction therefrom for any present or future estate of Lessee, and Lessee shall have no claim thereto, the same being hereby expressly waived by Lessee, except for any portions of such award or proceeds which are specifically allocated by the condemning or purchasing party for the taking of or damage to trade fixtures of Lessee, which Lessee specifically reserves to itself. (B) If the Demised Premises or the Building in which the Demised Premises are located shall be damaged by any cause or means whatsoever not caused or contributed to by the negligence or willful misconduct of Lessee, its employees, servants, agents or visitors, and if said damage can be repaired within a period of four (4) months by using standard working methods and procedures, Lessor shall, within a reasonable time of occurrence of said damage, enter and make repairs, and this Lease shall not be affected but shall continue in full force and effect andeffect. However, subject to Section 11(d) hereof. Tenant shall use commercially reasonable and diligent efforts, to restore and rebuild the Leased Premises and the improvements located thereon to at least their former condition. Rent shall not be reduced or abated during the period of such repair, restoration or rebuilding even if the improvements are not tenantable. (b) If the Leased Premises and/or the improvements located thereon are damaged or destroyed by fire or other casualty to the extent of twenty-five percent (25%) or more of the square footage of the improvements, Tenant shall have the right to terminate this Lease as of the date of such damage or destruction by giving notice to Landlord (the “Termination Notice”) within thirty (30) days following such from the date of the occurrence of said damage, Lessor reasonably determines that said damage cannot be repaired within a period of four (4) months by using standard working methods and procedures, or destruction. In the event that Tenant delivers a Termination Notice there is not sufficient insurance to Landlord, then all insurance proceeds shall be payable to Landlord and Tenant, as their interests appear in such improvements. (c) In the event of such damage and if Tenant fails to deliver a Termination Notice, all insurance proceeds received will be used by Tenant to fully restore the Leased Demised Premises and the improvements located thereon to at least the substantially their condition existing prior to damage as provided in Section 11(d) hereof and Landlord shall have no right to or any interest in any insurance proceeds relating to the loss of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased by Tenant. (d) If, at any time during the Term, the Leased Premises and/or the improvements located thereon are damaged by fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, shall be paid to and utilized by Tenant for payment of the costs of repairing, replacing and rebuilding the Leased Premises and the improvements located thereon and the damage thereto shall be promptly repaired to at least the condition existing prior to the occurrence of said damage. Subject to Tenant’s receipt of all necessary governmental approvals, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in an amount equal to the full replacement value of the improvements located at the Leased Premises as of the date of such casualty shall be the sole obligation of Tenant, (e) If all of the Leased Premises shall be taken in a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, then this Lease shall cease and terminate as of the date of such takingoccurrence, and Lessee shall pay rent hereunder to the date of the occurrence of said damage and shall within thirty (30) days of such determination by Lessor surrender the Demised Premises to Lessor; provided, however, that if within a period of thirty (30) days from the date of such occurrence Lessor elects to keep this Lease in force and to restore the Demised Premises to substantially the condition as existed prior to the date of occurrence, Lessor shall provide Lessee with written notice of such election within said thirty (30) day period. If Lessor so elects to continue the lease and restore the Demised Premises, Lessor shall, within a reasonable time after the date of the notice of said election, enter the Demised Premises and make repairs, and this Lease shall not be affected, except that rents hereunder shall be reduced or abated while such repairs are being made for the period of time and in the proportion that the Demised Premises are untenantable. If, however, such damage is contributed to or results from the negligence or willful misconduct of Lessee, or Lessee’s employees, servants, agents, or visitors, and if Lessor does not have insurance covering such damage, the damage not covered by Lessor’s insurance shall promptly be repaired by and at the expense of Lessee under the control, direction and supervision of Lessor, and the rent shall continue without abatement or reduction. The proceeds completion of the repair of all such damage is subject to reasonable delays resulting from causes beyond the reasonable control of the party obligated to make such repairs. Lessor shall not be obligated to repair any such condemnation shall be divided between Landlord and Tenant as their respective interests appear in order to compensate each for the damage to their respective interests, and Tenant shall have the right to maintain a separate action to recover Demised Premises or the value of its leasehold interest and moving expensesBuilding that is not covered by insurance.

Condemnation and Casualty. (a) In If after the Effective Date and prior to the Closing all or a part of the Property is subjected to a bona fide threat of condemnation by a body having the power of eminent domain, is taken by eminent domain or condemnation (or sale in lieu thereof), or Seller participates in negotiations in lieu of a condemnation action (a “Condemnation Action”), then upon obtaining knowledge of the Condemnation Action, Seller will notify Buyer of the pendency of such proceedings in writing (the “Condemnation Notice”). Buyer may observe any such negotiations and proceedings, and Seller shall from time to time deliver to Buyer all instruments reasonably requested by it. If the Condemnation Action would allow one or more of the Major Tenants to terminate pursuant to the terms of its Lease, Buyer may terminate this Agreement and cause the Exxxxxx Money (but not the Option Fee except in the event of damage toa Seller Default) to be returned to Buyer, after which neither Party shall have any further obligation to the other pursuant to this Agreement, except for obligations that expressly survive the termination hereof (including Buyer’s indemnification obligations under Section 8 and Buyer’s confidentiality obligations under Section 23). If no such election is made by Buyer within five (5) Business Days following its receipt of the Condemnation Notice, or destruction of. if the Leased Premises and/or the improvements located thereon, by fire or other casualty, except as provided in Section 11(b) hereofCondemnation Action does not permit this Agreement to be terminated, this Lease Agreement shall remain in full force and effect andand the transactions contemplated herein, less any interest taken (or proposed to be taken) by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing, Seller shall assign, transfer, and set over to Buyer all of the right, title, and interest of Seller in and to any awards that have been or that may thereafter be made for such taking (subject to Section 11(d) hereof. Tenant shall use commercially reasonable and diligent efforts, to restore and rebuild the Leased Premises and rights of Tenants under the improvements located thereon to at least their former condition. Rent shall not be reduced or abated during the period of Leases in connection with such repair, restoration or rebuilding even if the improvements are not tenantableawards). (b) If all or any part of the Leased Premises and/or the improvements located thereon are Property is damaged or destroyed by fire or other casualty to (a “Casualty”), Seller shall immediately notify Buyer of the extent damage and provide the estimated amount of twenty-five percent the damage (25%) the “Casualty Notice”). If the Casualty permits one or more of the square footage of the improvements, Tenant shall have the right Major Tenants to terminate pursuant to the terms of its Lease, Buyer may terminate this Lease as of Agreement and cause the date of such damage or destruction by giving notice to Landlord Exxxxxx Money (but not the “Termination Notice”) within thirty (30) days following such damage or destruction. In the event that Tenant delivers a Termination Notice to Landlord, then all insurance proceeds shall be payable to Landlord and Tenant, as their interests appear Option Fee except in such improvements. (c) In the event of a Seller Default) to be returned to Buyer, after which neither Party will have any further obligation to the other pursuant to this Agreement, except for obligations that expressly survive the termination hereof (including Buyer’s indemnification obligations under Section 8 and Buyer’s confidentiality obligations under Section 23). If no such damage and if Tenant fails to deliver a Termination election is made by Buyer within five (5) Business Days following its receipt of the Casualty Notice, all insurance proceeds received will or if the Casualty does not permit this Agreement to be used by Tenant to restore the Leased Premises terminated, this Agreement shall remain in full force and effect and the improvements located thereon to at least the condition existing prior to damage as provided in Section 11(d) hereof and Landlord shall have no right to or any interest in any insurance proceeds relating transactions contemplated herein, subject to the loss of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased by Tenant. (d) If, at any time during the Term, the Leased Premises and/or the improvements located thereon are damaged by fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recoveredCasualty, shall be paid effected with no further adjustment, and upon the Closing, Seller shall assign, transfer, and set over to and utilized by Tenant for payment Buyer all of the costs right, title, and interest of repairing, replacing Seller in and rebuilding the Leased Premises and the improvements located thereon and the damage thereto shall to any insurance awards that have been or that may thereafter be promptly repaired to at least the condition existing prior made for such casualty (subject to the damage. Subject to Tenant’s receipt rights of all necessary governmental approvals, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible Tenants under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs Leases in connection with such reconstruction work which exceed the insurance proceeds received in an amount equal to the full replacement value of the improvements located at the Leased Premises as of the date of such casualty shall be the sole obligation of Tenant, (e) If all of the Leased Premises shall be taken in a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as of the date of such taking. The proceeds from any such condemnation shall be divided between Landlord and Tenant as their respective interests appear in order to compensate each for the damage to their respective interests, and Tenant shall have the right to maintain a separate action to recover the value of its leasehold interest and moving expensesawards).

Condemnation and Casualty. (a) In the event Lessee hereby assigns to Lessor any award, compensation, insurance proceeds or other payment to which Lessee may become entitled by reason of damage toits interest in any Leased Property (i) if any Leased Property, or destruction of. the Leased Premises and/or the improvements located thereonany portion thereof, by fire or other casualty, except as provided in Section 11(b) hereof, this Lease shall remain in full force and effect and, subject to Section 11(d) hereof. Tenant shall use commercially reasonable and diligent efforts, to restore and rebuild the Leased Premises and the improvements located thereon to at least their former condition. Rent shall not be reduced or abated during the period of such repair, restoration or rebuilding even if the improvements are not tenantable. (b) If the Leased Premises and/or the improvements located thereon are is damaged or destroyed by fire or other casualty or cause, or (ii) by reason of any condemnation, requisition or other taking or sale of the use, occupancy or title to any Leased Property or any portion thereof in, by or on account of any actual or threatened eminent domain proceeding or other action by any governmental authority, civil or military, or other Person having the power of eminent domain. So long as there is no Default or Event of Default continuing hereunder, Lessee is hereby authorized and empowered to, at its cost and expense, in the name and behalf of Lessor and Lessee, or otherwise, to appear in any such proceeding or other action, to negotiate, accept and prosecute any claim for any award, compensation, insurance proceeds or other payment on account of any such loss, damage or destruction, condemnation, requisition or other taking or sale and to cause any such award, compensation, insurance proceeds or other payment to be paid to Lessor provided that Lessee shall not accept any Net Award without obtaining the prior written consent of Lessor if the condemnation or casualty shall have adversely affected the fair market value of such Leased Property by $100,000 or more (as determined by an Engineer). In addition, so long as there is no Event of Default continuing hereunder, Lessee, at its sole cost and expense, shall be entitled to submit, negotiate, accept and prosecute a claim for any award, compensation or insurance proceeds or other payment payable to Lessee to the extent payable for interruption of twenty-five percent business, moving expenses or any property owned by Lessee that is not part of any Leased Property (25%any such insurance proceeds or other payment payable to Lessee to the extent made for interruption of business, moving expenses or any property owned by Lessee that is not part of any Leased Property hereinafter referred to as Lessee's Loss), and Lessee shall retain any award applicable thereto. Furthermore, Lessee shall use reasonable efforts to achieve the maximum award obtainable under the circumstances. Lessor, Indenture Trustee, Beneficiary and LC Issuer may, at their respective cost and expense (unless an Event of Default shall have occurred and be continuing hereunder in which event such appearance shall be at Lessee's sole cost and expense), appear in any such proceeding or other action, in a manner consistent with the foregoing. All amounts so paid or payable to Lessor or Lessee shall be retained by, or paid over to, the party entitled thereto in accordance with this Article 12. To the extent that Lessor, Indenture Trustee, Beneficiary or LC Issuer does not appear and act at such proceeding, Lessee shall take all reasonable appropriate action in connection with each such claim, proceeding or other action, and shall pay its costs and expenses in connection therewith. (b) If any Leased Property or more any part thereof shall be condemned or taken in the exercise of the square footage power of the improvementseminent domain by any sovereign, Tenant municipality or other public or private authority or shall have the right be damaged or destroyed by fire or other casualty, and Lessee may not, or does not, elect to terminate the Lease with respect to such Leased Property pursuant to paragraph (c) of this Lease as of the date Article 12, then Lessee shall give prompt written notice of such damage condemnation or destruction by giving notice casualty to Landlord (Lessor and shall, at Lessee's own cost and expense, proceed with diligence and promptness to carry out any necessary demolition and to restore, repair, replace, and/or rebuild such Leased Property in order to restore such Leased Property, as nearly as practicable, to a condition and fair market value not less than the “Termination Notice”) within thirty (30) days following condition required to be maintained and fair market value thereof immediately prior to such taking, damage or destruction. In No repair work done by Lessee pursuant to this paragraph shall violate the event that Tenant delivers terms of any restriction, easement, condition or covenant or other matter affecting title to any Leased Property, and shall be undertaken and completed in a Termination Notice good and workmanlike manner and in compliance in all material respects with the requirements of Article 10 and with all Legal Requirements then in effect with respect to Landlordthe affected Leased Property. All work done in accordance with this paragraph (b) of Article 12 shall comply with the requirements of all insurance policies required to be maintained pursuant to this Lease. Basic and Additional Rent shall not xxxxx hereunder by reason of any taking of, damage to or destruction of any Leased Property, and this Lease shall continue in full force and effect and Lessee shall continue to perform and fulfill all of Lessee's obligations, covenants and agreements hereunder notwithstanding such taking, damage or destruction unless and until this Lease is terminated pursuant to its terms except for those provisions which by their terms survive such termination. If a Default or Event of Default is continuing hereunder, Lessor shall retain the Net Award in respect of a Leased Property to be applied to effect compliance with Lessee's obligations hereunder. If the Net Award in respect of a Leased Property is less than the estimated cost of restoring or rebuilding the Improvements on the affected Leased Property to the condition and fair market value required above in this paragraph (b), then all insurance proceeds Lessee shall deposit the amount by which such estimated cost exceeds the Net Award with the Depositary as described below or shall post an equivalent bond, whereupon such deposit or bonded amount shall be payable to Landlord and Tenant, as their interests appear in such improvements. part of the Net Award for purposes of this paragraph (c) In of this Article 12. If the event Net Award in respect of a Leased Property does not constitute a Major Casualty or Condemnation Amount, provided that there is no Default or Event of Default continuing hereunder, then such Net Award shall be promptly paid to Lessee to be applied to the repair and rebuilding work required by this paragraph (b). For purposes of this Article 12, Major Casualty or Condemnation Amount means, with respect to a Leased Property, an amount equal to (a) 5% of the Cost of the Property of such damage Leased Property or, if greater, 5% of the fair market value of such Leased Property as determined by the then most recent Appraisal of such Leased Property or (b) if the Guarantor's unsecured senior funded indebtedness is, at the time of such casualty or condemnation or at the time of payment of the Net Award, rated by either Xxxxx'x or S&P lower than such indebtedness is rated on the Basic Term Commencement Date the greater of (i) $300,000 and (ii) 1% of the Cost of the Property of such Leased Property or, if Tenant fails to deliver greater, 1% of the fair market value of such Leased Property as determined by the then most recent Appraisal of such Leased Property. If the Net Award in respect of a Termination NoticeLeased Property equals or exceeds a Major Casualty or Condemnation Amount, all insurance proceeds received will be used by Tenant to restore the Leased Premises and the improvements located thereon to at least the condition existing prior to damage as provided in Section 11(d) hereof and Landlord shall have that there is no right to Default or any interest in any insurance proceeds relating to the loss Event of Tenant’s inventoryDefault continuing hereunder, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased by Tenant.then: (di) If, at any time during the Term, the Leased Premises and/or the improvements located thereon are damaged by fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, full amount thereof shall be paid to a depositary (the Depositary) ---------- to be selected as hereinafter provided. The Depositary shall be either (x) Indenture Trustee, or (y) a bank or trust company located in the state in which the affected Leased Property is located, selected by Lessor which is authorized to do business in the state in which the affected Leased Property is located, and utilized by Tenant for payment which has a net worth of $500,000,000 or more and has a credit rating from S&P or Xxxxx'x (or any successor to either entity) of "A" or "A-2", respectively, or better. The Depositary (if other than Lessee) shall have no affirmative obligation to prosecute a determination of the costs amount of, or to effect the collection of, any insurance proceeds or condemnation award or awards, unless the Depositary shall have been given an express written undertaking to do so. Moneys received by the Depositary pursuant to the provisions of repairing, replacing this Lease shall not be commingled with the Depositary's own funds and rebuilding the Leased Premises and the improvements located thereon and the damage thereto shall be promptly repaired to at least held by the condition existing prior Depositary in trust separately for the uses and purposes provided in this Lease. The Depositary shall place any moneys held by it into an interest bearing account; any interest paid or received by the Depositary on the moneys so held in trust shall be added to the damagemoneys so held in trust by the Depositary. Subject In disbursing monies pursuant to Tenant’s receipt clause (ii) of all necessary governmental approvalsthis paragraph (b), Tenant the Depositary may rely conclusively on the information contained in any notice given to the Depositary by Lessee in accordance with the provisions of said clause (ii), unless Lessor shall diligently pursue notify the completion of Depositary in writing as provided in said clause (ii) that Lessor intends to dispute such reconstruction work and information, in which case the disputed amount shall cause the same not be disbursed but shall continue to be completed as soon thereafter as possible under held by the attendant circumstances Depositary until such dispute shall have been resolved. (ii) From time to time, Lessee may request reimbursement out of the Net Award in respect of a Leased Property for the actual costs and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs expenses incurred by Lessee in connection with such reconstruction work which exceed the insurance proceeds received in an amount equal repair and rebuilding. Such requests shall be made by written notice to the full replacement value Depositary, with a copy to Lessor, setting forth in reasonable detail all of such costs and expenses then incurred by Lessee and including the improvements located at the Leased Premises as following: (1) a certificate of a Responsible Officer of Lessee, dated not more than ten days prior to the date of the proposed draw, (A) requesting the payment of a specified amount of such casualty shall be Net Award; (B) describing in reasonable detail the sole obligation work (including all architects', engineers' and builders' fees and expenses and other similar fees and expenses in connection with such work) and materials applied in connection with such repair and rebuilding (or materials delivered to and safely stored on the affected Leased Property, the ownership of Tenant, (ewhich has passed to Lessee and which is fully insured for loss or damage including coverage for theft and malicious mischief) If all of the Leased Premises shall be taken in a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as of since the date of the last certificate of Lessee; (C) stating that such taking. The proceeds from specified amount does not exceed the cost of such work and materials; (D) stating that Lessor has approved the plans and specifications with respect to such work and materials; and (E) stating that such work and materials have not previously been made the basis of any such condemnation actual withdrawal of money; (2) a certificate of an independent engineer or an independent architect designated by Lessee (Engineer), who in either case -------- shall be divided between Landlord approved by Lessor, which approval shall not be unreasonably withheld or delayed, stating (A) that the work (including all architect' engineers' and Tenant as their respective interests appear builders' fees and expenses and other similar fees and expenses in order connection with such work) and materials described in the accompanying certificates of Lessee were satisfactorily performed or furnished and were necessary, appropriate or desirable to compensate each for the damage to their respective interests, restoration or replacement of the Improvements in accordance with plans and Tenant shall have specifications therefor approved by Lessor; (B) that the right to maintain a separate action to recover amount specified in such certificate of Lessee is not in excess of the value cost of its leasehold interest such work and moving expenses.materials; and

Condemnation and Casualty. If at any time during the Term the Premises, Common Areas or Project is in whole or in part (ai) In the event of damage to, materially damaged or destruction of. the Leased Premises and/or the improvements located thereon, destroyed by a fire or other casualty, except as provided or (ii) taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in Section 11(b) hereoflieu thereof (a “Taking”), then this Lease shall remain in full force and effect andshall, subject at the written election of Landlord delivered to Section 11(d) hereof. Tenant shall use commercially reasonable and diligent efforts, to restore and rebuild the Leased Premises and the improvements located thereon to at least their former condition. Rent shall not be reduced or abated during the period of such repair, restoration or rebuilding even if the improvements are not tenantable. within sixty (b) If the Leased Premises and/or the improvements located thereon are damaged or destroyed by fire or other casualty to the extent of twenty-five percent (25%) or more of the square footage of the improvements, Tenant shall have the right to terminate this Lease as of the date of such damage or destruction by giving notice to Landlord (the “Termination Notice”) within thirty (3060) days following such damage casualty or destruction. In the event that Tenant delivers a Termination Notice to Landlordtaking, then all insurance proceeds shall be payable to Landlord and Tenant, as their interests appear in such improvements. (c) In the event of such damage and if Tenant fails to deliver a Termination Notice, all insurance proceeds received will be used by Tenant to restore the Leased Premises and the improvements located thereon to at least the condition existing prior to damage as provided in Section 11(d) hereof and Landlord shall have no right to or any interest in any insurance proceeds relating to the loss of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased by Tenant. (d) If, at any time during the Term, the Leased Premises and/or the improvements located thereon are damaged by fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, shall be paid to and utilized by Tenant for payment of the costs of repairing, replacing and rebuilding the Leased Premises and the improvements located thereon and the damage thereto shall be promptly repaired to at least the condition existing prior to the damage. Subject to Tenant’s receipt of all necessary governmental approvals, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in an amount equal to the full replacement value of the improvements located at the Leased Premises as of the date of such casualty shall be the sole obligation of Tenant, (e) If all of the Leased Premises shall be taken in a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as of the date of such damage, destruction or Taking. If at any time during the Term the Premises or Common Areas are in whole or in part (i) materially damaged or destroyed by a fire or other casualty, or (ii) subject to a Taking, then this Lease shall, at the written election of Tenant delivered to Landlord within sixty (60) days following such casualty or taking, terminate as of the date of such damage, destruction or Taking. Unless either Landlord or Tenant so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises and Common Areas (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 26) in, on or about the Premises or Common Areas (collectively referred to herein as “Hazardous Materials Clearances”). If neither Tenant nor Landlord elect to terminate this Lease pursuant to the immediately preceding paragraph, Rent shall be abated from the date all required Hazardous Material Clearances are obtained until the Premises or Common Areas are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s business. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section 15, Tenant waives any right to terminate the Lease by reason of damage or casualty loss, provided that, if Landlord shall fail to restore the Premises or Common Areas within 12 months after the receipt of any Hazardous Materials Clearances determined by Landlord to be required (or if Landlord determines that no Hazardous Materials Clearances are required, within 12 months of the end of the 60-day period referred to in the first and second sentences of the immediately preceding paragraph), Tenant shall have a further right to terminate this Lease by written notice to Landlord delivered within 60 days after the expiration of such 12-month period, provided further, that if Landlord completes such restoration within 30 days after receipt of Tenant’s termination notice, such termination notice shall be void and this Lease shall continue in full force and effect. The proceeds from any such condemnation shall be divided provisions of this Lease, including this Section 15, constitute an express agreement between Landlord and Tenant as their respective interests appear in order with respect to compensate each for any and all damage to, or destruction of, all or any part of the damage to their respective interestsPremises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 15 sets forth their entire understanding and agreement with respect to such matters. Upon any fire or other casualty or Taking, Landlord shall be entitled to receive the entire proceeds of the insurance maintained by Landlord and the entire price or award from any such Taking without, in either case, any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such proceeds or award, except that Tenant shall have the right right, to maintain the extent that same shall not diminish Landlord’s award, to make a separate action claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to recover the value of its leasehold interest and moving expensesTenant’s trade fixtures, if a separate award for such items is made to Tenant.

Condemnation and Casualty. (a) In Borrower shall promptly give Lender notice of the event actual or threatened commencement of damage toany condemnation or eminent domain proceeding and shall deliver to Lender copies of any and all papers served in connection with such proceedings. Notwithstanding any taking by any public or quasi-public authority through eminent domain or otherwise (including, without limitation, any transfer made in lieu of or destruction of. in anticipation of the Leased Premises and/or exercise of such taking), Borrower shall continue to pay the improvements located thereonDebt at the time and in the manner provided for its payment in the Note and in this Security Instrument, by fire or other casualty, except as provided in Section 11(b) hereof, this Lease shall remain in full force and effect and, subject to Section 11(d) hereof. Tenant shall use commercially reasonable and diligent efforts, to restore and rebuild the Leased Premises and the improvements located thereon to at least their former condition. Rent Debt shall not be reduced until any award or abated during payment therefor shall have been actually received and applied by Lender, after the period deduction of such repairexpenses of collection, restoration to the reduction or rebuilding even if discharge of the improvements are Debt. Lender shall not tenantablebe limited to the interest paid on the award by the condemning authority but shall be entitled to receive out of the award interest at the rate or rates provided herein or in the Note. Lender may apply any award or payment to the reduction or discharge of the Debt whether or not then due and payable or to the Restoration (as hereinafter defined) of the Property in its sole and absolute discretion. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the award or payment, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the award or payment, or a portion thereof sufficient to pay the Debt. (b) If the Leased Premises and/or the improvements located thereon are damaged Property shall be damaged, destroyed or destroyed rendered unusable, in whole or in part, by fire or other casualty or become in need of repair or restoration because of any condemnation or similar proceeding, Borrower shall give prompt notice of such event to Lender and, subject to the extent of twenty-five percent (25%) or more following sentence, shall promptly commence and diligently prosecute the completion of the square footage repair and restoration of the improvements, Tenant shall have Property as nearly as possible to the right condition the Property was in immediately prior to terminate this Lease as of the date of such damage casualty or destruction by giving notice to Landlord condemnation (the “Termination Notice”) within thirty (30) days following "Restoration"), with such damage or destruction. In the event that Tenant delivers a Termination Notice to Landlord, then all insurance proceeds shall alterations as may be payable to Landlord approved by Lender and Tenant, as their interests appear in such improvements. (c) In the event of such damage and if Tenant fails to deliver a Termination Notice, all insurance proceeds received will be used by Tenant to restore the Leased Premises and the improvements located thereon to at least the condition existing prior to damage as provided in Section 11(d) hereof and Landlord shall have no right to or any interest in any insurance proceeds relating to the loss of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased by Tenant. (d) If, at any time during the Term, the Leased Premises and/or the improvements located thereon are damaged by fire or other casualty and this Lease is not terminated otherwise in accordance with Section 11(b) hereof, then this Security Instrument. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance proceeds from policies carried pursuant to Section 10(b) hereofor condemnation awards, however recovered, shall be paid to and utilized by Tenant for payment of the costs of repairing, replacing and rebuilding the Leased Premises and the improvements located thereon and the damage thereto shall be promptly repaired to at least the condition existing prior except to the damage. Subject to Tenant’s receipt of all necessary governmental approvalsextent, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in an amount equal but only to the full replacement value extent, that Lender elects to apply the condemnation award or Net Proceeds, as the case may be, to reduce the Debt in accordance with the provisions of the improvements located at the Leased Premises as of the date of such casualty shall be the sole obligation of Tenant, (e) If all of the Leased Premises shall be taken in a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as of the date of such taking. The proceeds from any such condemnation shall be divided between Landlord and Tenant as their respective interests appear in order to compensate each for the damage to their respective interests, and Tenant shall have the right to maintain a separate action to recover the value of its leasehold interest and moving expensesSecurity Instrument.

Condemnation and Casualty. (a) In Lessee hereby irrevocably assigns to Lessor any award, compensation or insurance payment to which Lessee may become entitled by reason of its interest in the event of damage to, or destruction of. the Leased Premises and/or the improvements located thereon, by fire or other casualty, except as provided in Section 11(b(i) hereof, this Lease shall remain in full force and effect and, subject to Section 11(d) hereof. Tenant shall use commercially reasonable and diligent efforts, to restore and rebuild the Leased Premises and the improvements located thereon to at least their former condition. Rent shall not be reduced or abated during the period of such repair, restoration or rebuilding even if the improvements are not tenantable. (b) If the Leased Premises and/or the improvements located thereon are damaged or destroyed by fire or other casualty or (ii) if the use, occupancy or title of the Premises or any part thereof is taken, requisitioned or sold in, by or on account of any actual or threatened eminent domain proceeding or other action by any person having the power of eminent domain. Lessee is hereby authorized and empowered in the name and on behalf of Lessor to appear in any such proceeding or action, to negotiate, prosecute and adjust any claim for any award, compensation or insurance payment on account of any such damage, destruction, taking, requisition or sale, and to collect any such award, compensation or insurance payment. Lessor shall be entitled to participate in any such proceeding, action, negotiation, prosecution or adjustment. All amounts paid in connection with any such damage, destruction, taking, requisition or sale shall be applied pursuant to this paragraph 11, and all such amounts (minus the extent expense of twenty-five percent collecting such amounts) are herein called the Net Proceeds. Lessee shall take all appropriate action in connection with each such proceeding, action, negotiation, prosecution and adjustment and shall pay all expenses thereof, including the cost of Lessor's participation therein. (25%b) If an occurrence of the character referred to in clause (i) or more (ii) of paragraph 11(a) shall affect all or a substantial portion of the square footage Premises and shall render the Premises unsuitable for restoration for continued use and occupancy in Lessee's business, in Lessee's sole discretion, then Lessee shall, not later than 90 days after such occurrence, deliver to Lessor (A) notice of the improvements, Tenant shall have the right its intention to terminate this Lease as on the next Payment Date (the Termination Date) which occurs not less than 90 days after the delivery of such notice and (B) a certificate of Lessee describing the event giving rise to such termination and stating that its board of directors has determined that such event has rendered the Premises unsuitable for restoration for continued use and occupancy in Lessee's business. If the Termination Date occurs during the Interim Term or the Primary Term, such notice shall be accompanied by an irrevocable offer by Lessee to purchase Lessor's interest in any remaining portion of the date Premises and the Net Proceeds, if any, payable in connection with such occurrence (or the right to receive the same when made, if payment thereof has not yet been made) on the Termination Date, at a price determined in accordance with Schedule C. If either (l) Lessor shall reject such offer by notice given to Lessee not later than the 20th day prior to the Termination Date or (2) the Termination Date occurs during an Extended Term, this Lease shall terminate on the Termination Date except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to the Termination Date, upon payment by Lessee of all Basic Rent, additional rent and other sums then due and payable hereunder to and including the Termination Date, and the Net Proceeds shall belong to Lessor. Unless Lessor shall have rejected such damage or destruction by giving notice to Landlord (the “Termination Notice”) within thirty (30) days following such damage or destruction. In the event that Tenant delivers a Termination Notice to Landlordoffer in accordance with this paragraph, then all insurance proceeds Lessor shall be payable conclusively presumed to Landlord have accepted such offer, and, on the Termination Date, shall convey Lessor's interest in the remaining portion of the Premises, if any, to Lessee or its designee and Tenantshall assign to Lessee or its designee all Lessor's interest in the Net Proceeds, as their interests appear in such improvementspursuant to and upon compliance with paragraph 14. (c) If, after an occurrence of the character referred to in clause (i) or (ii) of paragraph 11(a), Lessee does not give notice of its intention to terminate this Lease, then this Lease shall continue in full effect, and Lessee shall repair any damage to the Premises caused by such event in conformity with the requirements of paragraph 10 so as to restore the Premises (as nearly as practicable) to the condition and market value thereof immediately prior to such occurrence. Lessee shall be entitled to receive the Net Proceeds payable in connection with such occurrence, but only against certificates of Lessee delivered to Lessor from time to time as such work of repair progresses, each such certificate describing the work of repair for which Lessee is requesting payment and the cost incurred by Lessee in connection therewith and stating that Lessee has not theretofore received payment for such work. Any Net Proceeds remaining after final payment has been made for such work shall be retained by Lessor. In the event of any temporary requisition, this Lease shall remain in full effect for the term of this Lease then in effect and Lessee shall be entitled to the Net Proceeds payable by reason thereof and allocable to such damage and if Tenant fails to deliver a Termination Notice, all insurance proceeds received will be used by Tenant to restore the Leased Premises term; and the improvements located thereon to at least balance of the condition existing prior to damage as provided in Section 11(d) hereof and Landlord shall have no right to or any interest in any insurance proceeds relating to the loss of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased Net Proceeds payable by Tenant. (d) If, at any time during the Term, the Leased Premises and/or the improvements located thereon are damaged by fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, reason thereof shall be paid to and utilized Lessor. If the cost of any repairs required to be made by Tenant for payment Lessee pursuant to this paragraph 11(c) shall exceed the amount of such Net Proceeds, the costs of repairing, replacing and rebuilding the Leased Premises and the improvements located thereon and the damage thereto deficiency shall be promptly repaired to at least the condition existing prior to the damage. Subject to Tenant’s receipt of all necessary governmental approvals, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in an amount equal to the full replacement value of the improvements located at the Leased Premises as of the date of such casualty shall be the sole obligation of Tenant, (e) If all of the Leased Premises shall be taken in a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as of the date of such taking. The proceeds from any such condemnation shall be divided between Landlord and Tenant as their respective interests appear in order to compensate each for the damage to their respective interests, and Tenant shall have the right to maintain a separate action to recover the value of its leasehold interest and moving expensespaid by Lessee.

Condemnation and Casualty. 11.1. If there is any damage to or destruction of the Building, the Demised Premises or any portions thereof, or if any proceedings or negotiations are instituted which do or may result in a taking by condemnation or eminent domain (“Taking”), each party will promptly give notice thereof to the other, describing the nature and extent thereof. 11.2. If the restoration, replacement or rebuilding of the Building or the Demised Premises or any portion thereof as nearly as practicable to its value, condition and character immediately prior to any damage, destruction or Taking (“Restoration”) can be completed within ninety (90) days after the occurrence, Tenant may elect to either (a) In terminate the event of damage to, Lease immediately upon providing notice to Landlord or destruction of. the Leased Premises and/or the improvements located thereon, by fire or other casualty, except as provided in Section 11(b) hereof, this Lease shall remain in full force and effect and, subject to Section 11(d) hereof. Tenant shall use commercially reasonable and diligent efforts, to restore and rebuild the Leased Premises and the improvements located thereon to at least their former condition. Rent shall not be reduced or abated during the period of such repair, restoration or rebuilding even if the improvements are not tenantable. (b) If the Leased Premises and/or the improvements located thereon are damaged or destroyed by fire or other casualty allow Landlord to the extent of twenty-five percent (25%) or more commence and complete Restoration of the square footage Building and the Demised Premises. 11.3. If Tenant elects to allow Landlord to Commence and complete Restoration of the improvementsBuilding and the Demised Premises and Restoration cannot be completed within ninety (90) days after the occurrence, then Tenant shall have the right to may terminate this Lease by notice to Landlord given within ten (10) days following the earlier to occur of (a) the date the Restoration should have been completed, or (b) the date on which Landlord advises Tenant that the Restoration cannot be completed within ninety (90) days of the occurrence, whereupon Rent and all other payments by Tenant hereunder shall be apportioned as of the date of such the damage, destruction or Taking. 11.4. Upon damage or destruction by giving notice to Landlord (the “Termination Notice”) within thirty (30) days following such damage Building or destruction. In the event that Tenant delivers Demised Premises or upon a Termination Notice to LandlordTaking thereof which does not result in termination, then Rent and all insurance proceeds shall be other payments and charges payable to Landlord and Tenant, as their interests appear in such improvements. (c) In the event of such damage and if Tenant fails to deliver a Termination Notice, all insurance proceeds received will be used by Tenant to restore the Leased Premises and the improvements located thereon to at least the condition existing prior to damage as provided in Section 11(d) hereof and Landlord hereunder shall have no right to or any interest in any insurance proceeds relating to the loss of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased by Tenant. (d) If, at any time during the Term, the Leased Premises and/or the improvements located thereon are damaged by fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, shall be paid to and utilized by Tenant for payment of the costs of repairing, replacing and rebuilding the Leased Premises and the improvements located thereon and the damage thereto shall be promptly repaired to at least the condition existing prior to the damage. Subject to Tenant’s receipt of all necessary governmental approvals, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in an amount equal to the full replacement value of the improvements located at the Leased Premises xxxxx as of the date of such casualty the occurrence, or in the case of partial damage, destruction or Taking which does not cause Tenant to discontinue use of the Demised Premises as contemplated herein, the Rent and all other payments and charges shall be the sole obligation of Tenant,equitably apportioned. (e) If all of the Leased Premises 11.5. Nothing contained herein shall be taken in deemed or construed to prevent Tenant from asserting and prosecuting a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as of the date of such taking. The proceeds from any such condemnation shall be divided between Landlord and Tenant as their respective interests appear in order to compensate each claim for the damage to their respective interests, and Tenant shall have the right to maintain a separate action to recover the value of its leasehold interest estate, its leasehold improvements or moving and moving expensesrelated costs in the event of any Taking.

Condemnation and Casualty. (a) In If, before the event of damage toClosing (as defined in the Purchase and Sale Agreement), Optionor receives notice that the Property is to be wholly condemned, or destruction of. to be condemned in such substantial part as would materially and adversely effect the Leased Premises and/or Optionee's ability to operate its business on the improvements located thereonProperty, or if the Property is wholly destroyed by fire or other casualty, except as provided in Section 11(b) hereof, this Lease shall remain in full force and effect and, subject to Section 11(d) hereof. Tenant shall use commercially reasonable and diligent efforts, to restore and rebuild or if so much of the Leased Premises and the improvements located thereon to at least their former condition. Rent shall not be reduced or abated during the period of such repair, restoration or rebuilding even if the improvements are not tenantable. (b) If the Leased Premises and/or the improvements located thereon are Property is damaged or destroyed by fire or other casualty to the extent that the cost of repairing such damage shall amount to at least twenty-five percent (25%) or more of the square footage of Purchase Price as determined by the improvementscasualty insurer insuring the Property, Tenant then, in any such event, Optionee, in the event it has already exercised the Option, shall have the right to terminate this Lease as of the date Agreement by delivering notice of such damage or destruction by giving notice termination in writing to Landlord (the “Termination Notice”) Optionor within thirty (30) days following after receipt of notice of such damage condemnation or destruction. In casualty, and Optionor and Optionee shall each be released and discharged from any obligation to each other hereunder; provided, however, that if Optionee elects not to terminate this Agreement after it has exercised the event that Tenant delivers a Termination Notice to LandlordOption, then all insurance proceeds the purchase contemplated herein shall be payable consummated without reduction to Landlord the Purchase Price, but Optionee shall be entitled to all proceeds of fire or other casualty insurance or condemnation, and Tenant, as their interests appear in such improvementsOptionor shall have no responsibility for the restoration and repair of the Property. (c) In the event of such damage and if Tenant fails to deliver a Termination Notice, all insurance proceeds received will be used by Tenant to restore the Leased Premises and the improvements located thereon to at least the condition existing prior to damage as provided in Section 11(d) hereof and Landlord shall have no right to or any interest in any insurance proceeds relating to the loss of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased by Tenant. (db) If, at any time during prior to the TermClosing (assuming Optionee has exercised its Option), the Leased Premises and/or the improvements located thereon are Property is damaged by fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, the extent that the cost of repairing or restoring the same shall be paid to and utilized by Tenant for payment of the costs of repairing, replacing and rebuilding the Leased Premises and the improvements located thereon and the damage thereto shall be promptly repaired to at least the condition existing prior to the damage. Subject to Tenant’s receipt of all necessary governmental approvals, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in less than an amount equal to the full replacement value twenty-five percent (25%) of the improvements located at Purchase Price or if Optionor receives notice that the Leased Premises as Property is to be partially condemned but without materially and adversely effecting Optionee's ability to operate its business on the remaining portion of the date Property, then, in any such event, the Closing shall proceed as scheduled and Optionor shall assign to Optionee the proceeds of such any casualty insurance or any condemnation award, as the case may be, and Optionor shall be the sole obligation of Tenant, (e) If all have no responsibility for restoration or repair of the Leased Premises shall be taken in Property. In the event all or a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as part of the date of such taking. The proceeds from any such condemnation shall be divided between Landlord Property is appropriated during the Option Period and Tenant as their respective interests appear in order Optionee elects not to compensate each for proceed with the damage to their respective interestsClosing, Optionee will have a compensable interest and Tenant shall have the a right to maintain a separate action share in the condemnation award to recover the value extent that the excess, if any, of its leasehold interest and moving expensesthe total award is above the Purchase Price.

Condemnation and Casualty. (a) In Lessee hereby assigns to Lessor any award, compensation, insurance proceeds or other payment to which Lessee may become entitled by reason of its interest in the event Leased Property (i) if the Leased Property, or any portion thereof, is damaged or destroyed by fire or other casualty or cause, or (ii) by reason of damage any condemnation, requisition or other taking or sale of the use, occupancy or title to the Leased Property or any portion thereof in, by or on account of any actual or threatened eminent domain proceeding or other action by any governmental authority, civil or military, or other Person having the power of eminent domain. So long as there is no Event of Default continuing hereunder, Lessee is hereby authorized and empowered to, at its cost and expense, in the name and behalf of Lessor, Lessee, or destruction ofotherwise, to appear in any such proceeding or other action, to negotiate, accept and prosecute any claim for any award, compensation, insurance proceeds or other payment on account of any such loss, damage or destruction, condemnation, requisition or other taking or sale and to cause any such award, compensation, insurance proceeds or other payment to be paid to Lessor. Furthermore, Lessee shall use reasonable efforts to achieve the maximum award obtainable under the circumstances. Lessor and Beneficiary may, at their respective cost and expense (unless an Event of Default shall have occurred and be continuing in which event such appearance shall be at Lessee's sole cost and expense), appear in any such proceeding or other action, in a manner consistent with the foregoing. To the extent that Lessor or Beneficiary do not appear and act at such proceeding, Lessee shall take all reasonable appropriate action in connection with each such claim, proceeding or other action, and shall pay its costs and expenses in connection therewith. In addition, so long as there is no Default or Event of Default existing and continuing hereunder, Lessee, at its sole cost and expense, shall be entitled to submit, negotiate, accept and prosecute a claim for any award, compensation or insurance proceeds or other payment payable to Lessee to the extent payable for interruption of business, moving expenses or any property owned by Lessee that is not part of the Leased Premises and/or Property (any such insurance proceeds or other payment payable to Lessee to the improvements located thereonextent made for interruption of business, moving expenses or any property owned by Lessee that is not part of the Leased Property hereinafter referred to as Lessee's Loss), and Lessee shall retain any award applicable thereto. All amounts so paid or payable to Lessor or Lessee shall be retained by, or paid over to, the party entitled thereto in accordance with the provisions of this Article 12. (b) If any part of the Leased Property shall be condemned or taken in the exercise of the power of eminent domain by any sovereign, municipality or other public or private authority or shall be damaged or destroyed by fire or other casualty, except and Lessee may not, or does not, elect to terminate the Lease with respect to the Leased Property pursuant to paragraph (c) of this Article 12, then Lessee shall give prompt written notice of such condemnation or casualty to Lessor and shall, at Lessee's own cost and expense, proceed with diligence and promptness to carry out any necessary demolition and to restore, repair, replace, and/or rebuild the Leased Property in order to restore the Leased Property, as nearly as practicable, to a condition and fair market value not less than the condition required to be maintained and fair market value thereof immediately prior to such taking, damage or destruction. No repair work done by Lessee pursuant to this paragraph shall violate the terms of any restriction, easement, condition or covenant or other matter affecting title to the Leased Property, and shall be undertaken and completed in a good and workmanlike manner and in compliance in all material respects with the requirements of Article 10 and with all Legal Requirements then in effect with respect to the Leased Property. No work done in accordance with this paragraph (b) of Article 12 shall violate the requirements of all insurance policies required to be maintained pursuant to this Lease. Basic Rent and Additional Rent shall not abatx xxxeunder by reason of any taking of, damage to or destruction of the Leased Property, and this Lease shall continue in full force and effect and Lessee shall continue to perform and fulfill all of Lessee's obligations, covenants and agreements hereunder notwithstanding such taking, damage or destruction. If a Default or Event of Default is continuing hereunder, Lessor shall retain the Net Award (as defined in paragraph (c) of this Article 12) to be applied to effect compliance with Lessee's obligations under Article 22 and the Net Award will be applied on account of and credited against Lessee's obligations under Article 22. If the Net Award is less than the estimated cost of restoring or rebuilding the Improvements on the Leased Property to the condition and fair market value required above in this paragraph (b), and Lessee shall not be qualified to be the Depositary, as provided below, then Lessee shall deposit the amount by which such estimated cost exceeds the Net Award with Fleet or shall post an equivalent bond, whereupon such deposit or bonded amount shall be part of the Net Award for purposes of this paragraph (b). If the Net Award does not exceed $1,000,000, provided that there is no Default or Event of Default continuing hereunder, then the Net Award shall be promptly paid to Lessee to be applied to the repair and rebuilding work required by this paragraph (b). If the Net Award exceeds $1,000,000, provided that there is no Default or Event of Default continuing hereunder, then: (i) the full amount thereof shall be paid to Fleet (the Depositary). The Depositary shall have no affirmative obligation to prosecute a determination of the amount of, or to effect the collection of, any insurance proceeds or condemnation award or awards, unless the Depositary shall have given an express written undertaking to do so and shall have obtained the consent of Lessee. Moneys received by the Depositary pursuant to the provisions of this Lease shall not be commingled with the Depositary's own funds and shall be held by the Depositary in trust separately for the uses and purposes provided in this Lease. The Depositary shall place any moneys held by it into an interest bearing account; any interest paid or received by the Depositary on the moneys so held in trust shall be paid Lessee unless an Event of Default shall have occurred and be continuing, in which case such interest shall be added to the moneys so held in trust by the Depositary. In disbursing monies pursuant to clause (ii) of this paragraph (b), the Depositary may rely conclusively on the information contained in any notice given to the Depositary by Lessee in accordance with the provisions of said clause (ii), unless Lessor shall notify the Depositary in writing as provided in Section 11(bsaid clause (ii) that Lessor intends to dispute such information, in which case the disputed amount shall not be disbursed but shall continue to be held by the Depositary until such dispute shall have been resolved. (ii) Lessee may request payment out of the Net Award for the actual costs and expenses incurred by Lessee in connection with such repair and rebuilding. Such requests shall be made by written notice to the Depositary, with a copy to Lessor, setting forth in reasonable detail all of such costs and expenses then incurred by Lessee. The Depositary shall promptly disburse (but not prior to the expiration of the five Business Day period set forth in the last sentence of this clause (ii) and not at any time during which a dispute shall exist between Lessor and Lessee as to such amount) to Lessee out of the Net Award the amount of such costs and expenses. If Lessor shall in good faith desire to dispute the information contained in any notice given by Lessee pursuant to this clause (ii), Lessor shall so notify Lessee and the Depositary in writing within five business days after the giving of such notice (the Dispute Notice), specifying the amount intended to be disputed and the nature of the dispute, and Lessor and Lessee shall negotiate in good faith to promptly settle any such dispute. Within five days after delivery of the Dispute Notice, a duly authorized representative of Lessee and Lessor shall meet to discuss and to attempt to resolve such dispute. If no such resolution has been reached within 15 days after delivery of the Dispute Notice, the dispute shall be referred to the Applicable Officer of Lessee and to the most senior authorized representative of Lessor charged with the administration of this Lease for resolution. Such officers shall meet to discuss and attempt to resolve such dispute within 10 days after the expiration of such 15 day period. If such parties are unable to agree on an appropriate resolution within 15 days after the end of such 15 day period, both parties may pursue any rights and remedies they may have hereunder, at law or in equity, and the Depositary shall hold such amounts in trust for Lessor and Lessee pending the outcome thereof. (iii) After reimbursement pursuant to clause (ii) above, any remaining Net Award shall be paid to Lessee. (iv) Lessee may direct the investment of the amounts deposited with the Depositary pursuant to clause (i) above in the following: (A) repurchase obligations of Fleet or one or more financial institutions reasonably acceptable to Lessor at all times fully secured by direct and general obligations of the United States of America or obligations guaranteed as to principal and interest by the United States of America; (B) direct and general obligations of the United States of America or obligations guaranteed as to principal and interest by the United States of America purchased at a price of not more than par; (C) certificates of deposit of Fleet or one or more financial institutions reasonably acceptable to Lessor at all times insured by the Federal Deposit Insurance Corporation or collateralized by obligations of the types described in the foregoing clauses (A) and (B); or (D) commercial paper which is rated "A-1" or better (or comparable ratings) by S&P or "P-1" or better (or comparable ratings) by Moodx'x, xx the successors to such rating organizations. (E) interests in mutual funds, substantially all of the assets of which shall be one or more obligations of the type described in the preceding clauses (B), (C) or (D). Such investments of such funds shall mature in such amounts and on such dates as to provide that amounts sufficient to pay the amounts requested, and due to, Lessee shall be available on the due dates. The Depositary shall not be liable for any loss resulting from the liquidation of any such investment in order to pay such amounts. The Lessee shall be responsible for any loss of principal as a result of any investments Lessee has directed the Depositary to make. (c) If, (i) at any time prior to the Completion Date, the Leased Property, or any portion thereof, shall be condemned or taken in the exercise of the power of eminent domain by any sovereign, municipality or other public or private authority or shall be damaged or destroyed by fire or other casualty, and Lessee shall determine in its reasonable good faith judgment, using such experts as Lessee shall deem necessary or desirable, that, on account of such condemnation, damage or destruction, the Project cannot be Substantially Complete by the Completion Date, or (ii) at any time during the Term of this Lease from and after the Completion Date, all or "substantially all" (as defined below) of the Leased Property shall be condemned or taken in the exercise of the power of eminent domain by any sovereign, municipality or other public or private authority or shall be damaged or destroyed by fire or other casualty and Lessee shall have, in good faith, determined that such condemnation, taking or casualty has rendered the Leased Property permanently unsuitable for continued use in Lessee's business for operations similar to those utilized by Lessee prior to the casualty or condemnation in question, and in the case of either of the foregoing clause (i) or clause (ii) shall have provided to Lessor an Officer's Certificate to that effect, then so long as there is no Event of Default continuing hereunder, Lessee may give notice to Lessor of Lessee's intention to purchase the Leased Property for the Termination Value. "Substantially all" of the Leased Property shall be deemed to have been condemned, damaged, destroyed or taken, as the case may be, if Lessee shall have, in good faith, determined that the remaining portion of the Leased Property or access thereto shall not be of sufficient size or character to permit the continued operation by Lessee of its business operations on an economically feasible basis, assuming that such remaining portion had been repaired and restored to the fullest extent reasonably practicable. If, pursuant to the foregoing provisions of this paragraph (c) of this Article 12, Lessee shall have determined not to restore the Leased Property, then Lessee shall give notice to Lessor of Lessee's intention to terminate this Lease with respect to the Leased Property not later than 120 days after the occurrence of such condemnation or taking or 120 days after the occurrence of such casualty (subject to reasonable extension in the event the insurer has not notified Lessee within 30 days after the occurrence of any such casualty regarding the amount of proceeds to be awarded under the applicable insurance policy), whichever is applicable. Lessee's notice to Lessor shall (i) contain a description of the relevant condemnation, taking or casualty, (ii) specify the date on which this Lease shall terminate with respect to the Leased Property which shall be the Payment Date, next occurring that is at least 30 days after such notice is given (the Termination Date), and (iii) contain the irrevocable commitment of Lessee to purchase Lessor's interest in the Leased Property (and, if applicable, the Net Award hereinafter referred to), on such Termination Date for the Termination Value. On such Termination Date Lessor shall transfer, and Lessee shall purchase, Lessor's interest in the Leased Property (and the Net Award, if applicable) in accordance with the provisions of Article 16 hereof. Upon completion of such purchase, and payment by Lessee of the Termination Value, and any other sums owed by Lessee pursuant to paragraph b(iii) of Article 16 hereof, the entire award, compensation, insurance proceeds or other payment, if any, on account of any such condemnation, taking or casualty, less any expenses reasonably incurred by Lessor in collecting such award, compensation, insurance proceeds or other payment and not already paid (or reimbursed to Lessor) by Lessee pursuant to paragraph (a) of Article 12, shall be paid and belong to Lessee (such award, compensation, insurance proceeds or other payment, less such expenses, plus, in the case of any award with respect to a condemnation or taking, any investment income earned with respect to the foregoing amounts, being herein called the Net Award). (d) Notwithstanding any other provision to the contrary contained in this Article 12, in the event of a temporary condemnation with respect to the Leased Property, this Lease shall remain in full force and effect and, subject and Lessee shall be entitled to Section 11(d) hereof. Tenant shall use commercially reasonable and diligent efforts, the Net Award allocable to restore and rebuild such temporary condemnation; except that any portion of the Net Award allocable to the time period after the expiration or termination of the Term of this Lease with respect to the Leased Premises and the improvements located thereon to at least their former condition. Rent shall not be reduced or abated during the period of such repair, restoration or rebuilding even if the improvements are not tenantable. (b) If the Leased Premises and/or the improvements located thereon are damaged or destroyed by fire or other casualty to the extent of twenty-five percent (25%) or more of the square footage of the improvements, Tenant shall have the right to terminate this Lease as of the date of such damage or destruction by giving notice to Landlord (the “Termination Notice”) within thirty (30) days following such damage or destruction. In the event that Tenant delivers a Termination Notice to Landlord, then all insurance proceeds shall be payable to Landlord and Tenant, as their interests appear in such improvements. (c) In the event of such damage and if Tenant fails to deliver a Termination Notice, all insurance proceeds received will be used by Tenant to restore the Leased Premises and the improvements located thereon to at least the condition existing prior to damage as provided in Section 11(d) hereof and Landlord shall have no right to or any interest in any insurance proceeds relating to the loss of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased by Tenant. (d) If, at any time during the Term, the Leased Premises and/or the improvements located thereon are damaged by fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, Property shall be paid to Lessor and utilized held by Tenant for payment of the costs of repairing, replacing and rebuilding Lessor until Lessee purchases the Leased Premises and the improvements located thereon and the damage thereto shall be promptly repaired Property pursuant to at least the condition existing prior to the damage. Subject to Tenant’s receipt of all necessary governmental approvals, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in an amount equal to the full replacement value of the improvements located at the Leased Premises as of the date of such casualty shall be the sole obligation of Tenant,this Lease. (e) If all Lessor agrees to send to Lessee promptly after actual receipt by Lessor a copy of any notice with respect to any condemnation affecting the Leased Premises Property, but failure to do so by Lessor shall be taken not excuse performance by Lessee hereunder or otherwise limit or affect in a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as of the date of such taking. The proceeds from any such condemnation shall be divided between Landlord and Tenant as their respective interests appear in order to compensate each for the damage to their respective interests, and Tenant shall have the right to maintain a separate action to recover the value of its leasehold interest and moving expensesway whatsoever Lessee's obligations hereunder.

Condemnation and Casualty. (a) In If, before the event of damage toClosing, any Seller receives notice that any Hotel or Hotels and any parcel or parcels comprising the Land are to be wholly condemned, or destruction of. to be condemned in such substantial part that the Leased Premises and/or value of the improvements located thereonportion of the Hotels and Land so condemned exceeds Fifty Million and No/100 Dollars ($50,000,000), or if one or more of the Hotels is wholly or partially destroyed by fire or other casualty, except as provided in Section 11(b) hereof, this Lease shall remain in full force and effect and, subject to Section 11(d) hereof. Tenant shall use commercially reasonable and diligent efforts, to restore and rebuild or if so much of the Leased Premises and the improvements located thereon to at least their former condition. Rent shall not be reduced or abated during the period of such repair, restoration or rebuilding even if the improvements are not tenantable. (b) If the Leased Premises and/or the improvements located thereon are Hotels is damaged or destroyed by fire or other casualty to the extent that the cost of twenty-five percent repairing such damage shall exceed Fifty Million and No/100 Dollars (25%$50,000,000.00) or more as determined by the casualty insurer(s) insuring the Hotels, then, in any such event, Buyer and each of the square footage of the improvements, Tenant Sellers shall each have the right to terminate this Lease as Agreement by delivering notice of termination in writing to the date of such damage or destruction by giving notice to Landlord (the “Termination Notice”) other party within thirty (30) days following after the receipt of notice of such damage condemnation or destruction. In casualty (but not later than the event that Tenant delivers a Termination Notice Closing Date) (which notice will, to Landlordthe extent then known, then all contain the amount of compensation offered for such condemnation or the amount of insurance proceeds offered to be paid on account of such casualty, as the case may be) and upon giving such notice of termination the Deposit shall be payable returned by the Escrow Agent to Landlord Buyer, and TenantSellers and Buyer shall each be released and discharged from any further obligation to each other hereunder except for those which expressly survive the termination of this Agreement; provided, as their interests appear in however, that if neither Buyer nor Sellers elects to terminate this Agreement, the purchase contemplated herein shall be consummated without reduction of the Purchase Price, within the later of (i) fifteen (15) days after the expiration of such improvementsthirty (30) day period or (ii) the Closing Date, but Buyer shall be entitled to all proceeds of fire or other casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods prior to the Transfer Time), Buyer shall receive a credit to the Purchase Price for any deductibles with respect to any insurance proceeds and Sellers shall have no responsibility for the restoration and repair of the Property. (c) In the event of such damage and if Tenant fails to deliver a Termination Notice, all insurance proceeds received will be used by Tenant to restore the Leased Premises and the improvements located thereon to at least the condition existing prior to damage as provided in Section 11(d) hereof and Landlord shall have no right to or any interest in any insurance proceeds relating to the loss of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased by Tenant. (db) If, at before the Closing, any time during the Term, the Leased Premises and/or the improvements located thereon are one or more Hotel is damaged by fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, the extent that the cost of repairing or restoring the same shall be paid to and utilized by Tenant for payment of the costs of repairing, replacing and rebuilding the Leased Premises and the improvements located thereon and the damage thereto shall be promptly repaired to at least the condition existing prior to the damage. Subject to Tenant’s receipt of all necessary governmental approvals, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in less than an amount equal to Fifty Million and No/100 Dollars ($50,000,000.00), or if any Seller receives notice that any Hotel and/or Land is to be partially condemned but that the full replacement value of the improvements located at Land and Hotels to be condemned does not exceed Fifty Million and No/100 Dollars ($50,000,000.00), then, and in any such event, the Leased Premises Closing shall proceed as scheduled and Sellers shall assign to Buyer the proceeds (excluding proceeds for business interruption or loss for periods prior to the Transfer Time) of any casualty insurance or any condemnation award, as the case may be, Buyer shall receive a credit to the Purchase Price for any deductibles with respect to any insurance proceeds and Sellers shall have no responsibility for restoration or repair of the date of such casualty shall be the sole obligation of Tenant, (e) If all of the Leased Premises shall be taken in a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as of the date of such taking. The proceeds from any such condemnation shall be divided between Landlord and Tenant as their respective interests appear in order to compensate each for the damage to their respective interests, and Tenant shall have the right to maintain a separate action to recover the value of its leasehold interest and moving expensesProperty.

Condemnation and Casualty. If at any time during the Term the Premises, Common Areas or Project is in whole or in part (ai) In the event of damage to, materially damaged or destruction of. the Leased Premises and/or the improvements located thereon, destroyed by a fire or other casualty, except as provided or (ii) taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in Section 11(b) hereoflieu thereof (a “Taking”), then this Lease shall remain in full force and effect andshall, subject at the written election of Landlord delivered to Section 11(d) hereof. Tenant shall use commercially reasonable and diligent efforts, to restore and rebuild the Leased Premises and the improvements located thereon to at least their former condition. Rent shall not be reduced or abated during the period of such repair, restoration or rebuilding even if the improvements are not tenantable. within sixty (b) If the Leased Premises and/or the improvements located thereon are damaged or destroyed by fire or other casualty to the extent of twenty-five percent (25%) or more of the square footage of the improvements, Tenant shall have the right to terminate this Lease as of the date of such damage or destruction by giving notice to Landlord (the “Termination Notice”) within thirty (3060) days following such damage casualty or destruction. In the event that Tenant delivers a Termination Notice to Landlordtaking, then all insurance proceeds shall be payable to Landlord and Tenant, as their interests appear in such improvements. (c) In the event of such damage and if Tenant fails to deliver a Termination Notice, all insurance proceeds received will be used by Tenant to restore the Leased Premises and the improvements located thereon to at least the condition existing prior to damage as provided in Section 11(d) hereof and Landlord shall have no right to or any interest in any insurance proceeds relating to the loss of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased by Tenant. (d) If, at any time during the Term, the Leased Premises and/or the improvements located thereon are damaged by fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, shall be paid to and utilized by Tenant for payment of the costs of repairing, replacing and rebuilding the Leased Premises and the improvements located thereon and the damage thereto shall be promptly repaired to at least the condition existing prior to the damage. Subject to Tenant’s receipt of all necessary governmental approvals, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in an amount equal to the full replacement value of the improvements located at the Leased Premises as of the date of such casualty shall be the sole obligation of Tenant, (e) If all of the Leased Premises shall be taken in a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as of the date of such damage, destruction or Taking. If at any time during the Term the Premises or Common Areas are in whole or in part (i) materially damaged or destroyed by a fire or other casualty, or (ii) subject to a Taking, then this Lease shall, at the written election of Tenant delivered to Landlord within sixty (60) days following such casualty or taking, terminate as of the date of such damage, destruction or Taking. Unless either Landlord or Tenant so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises and Common Areas (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events. If neither Tenant nor Landlord elect to terminate this Lease pursuant to the immediately preceding paragraph, Rent shall be abated from the date of discovery of such damage or destruction until the Premises or Common Areas are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s business. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section 15, Tenant waives any right to terminate the Lease by reason of damage or casualty loss, provided that, if Landlord shall fail to restore the Premises or Common Areas within 12 months of the end of the 60-day period referred to in the first and second sentences of the immediately preceding paragraph), Tenant shall have a further right to terminate this Lease by written notice to Landlord delivered within 60 days after the expiration of such 12-month period, provided further, that if Landlord completes such restoration within 30 days after receipt of Tenant’s termination notice, such termination notice shall be void and this Lease shall continue in full force and effect. The proceeds from any such condemnation shall be divided provisions of this Lease, including this Section 15, constitute an express agreement between Landlord and Tenant as their respective interests appear in order with respect to compensate each for any and all damage to, or destruction of, all or any part of the damage to their respective interestsPremises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 15 sets forth their entire understanding and agreement with respect to such matters. Upon any fire or other casualty or Taking, Landlord shall be entitled to receive the entire proceeds of the insurance maintained by Landlord and the entire price or award from any such Taking without, in either case, any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such proceeds or award, except that Tenant shall have the right right, to maintain the extent that same shall not diminish Landlord’s award, to make a separate action claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to recover the value of its leasehold interest and moving expensesTenant’s trade fixtures, if a separate award for such items is made to Tenant.

Condemnation and Casualty. (a) In If during the event Term less than “substantially all” (hereinafter defined) of damage to, or destruction of. the Leased Premises and/or the improvements located thereon, shall be damaged by fire or other casualty, except then Lessee shall give prompt written notice of such damage to Lessor and shall, at Lessee’s own cost and expense, proceed with diligence and promptness to carry out any necessary demolition and to restore, repair, replace, and/or rebuild the Premises in order to restore the Premises, as provided nearly as practicable, to a condition not less than the condition required to be maintained hereunder and to a fair market value not less than the fair market value immediately prior to such damage. All repair work shall be undertaken and completed in Section 11(ba good and workmanlike manner and in compliance in all material respects with all Governmental Requirements then in effect with respect to the Premises. (b) hereofIf all or substantially all of the Premises shall be destroyed or damaged by fire or other casualty, then Lessee may, at its sole election, (1) use the insurance proceeds to restore the Premises, as nearly as practicable, to a condition not less than the condition required to be maintained hereunder and to a fair market value not less than the fair market value immediately prior to such damage. All repair work shall be undertaken and completed in a good and workmanlike manner and in compliance in all material respects with all Governmental Requirements then in effect with respect to the Premises, or (2) give notice to Lessor of Lessee’s intention to terminate this Lease and immediately assign to Lessor all of Lessee’s insurance proceeds and benefits in connection therewith and pay any required deductible. “Substantially all” of the Premises shall be deemed to have been damaged or destroyed if the cost of restoring the Improvements is more than one-third of the greater of the fair market value of or the replacement cost of the Improvements immediately before the Destruction occurs. In the event that Lessee elects to terminate this Lease in accordance with the provisions of this paragraph (b), Lessor shall have no duty or obligation to refund to Lessee all or any portion of the prepaid Basic Rent. (c) In the event of a temporary condemnation, this Lease shall remain in full force and effect and, subject to Section 11(d) hereof. Tenant and Lessee shall use commercially reasonable and diligent efforts, to restore and rebuild the Leased Premises and the improvements located thereon to at least their former condition. Rent shall not be reduced or abated during the period of such repair, restoration or rebuilding even if the improvements are not tenantable. (b) If the Leased Premises and/or the improvements located thereon are damaged or destroyed by fire or other casualty entitled to the extent of twenty-five percent (25%) or more portion of the square footage of the improvements, Tenant shall have the right to terminate this Lease as of the date of such damage condemnation award or destruction by giving notice to Landlord (the “Termination Notice”) within thirty (30) days following such damage or destruction. In the event proceeds in connection therewith that Tenant delivers a Termination Notice to Landlord, then all insurance proceeds shall be payable to Landlord and Tenant, as their interests appear in such improvements. (c) In the event of such damage and if Tenant fails to deliver a Termination Notice, all insurance proceeds received will be used by Tenant to restore the Leased Premises and the improvements located thereon to at least the condition existing prior to damage as provided in Section 11(d) hereof and Landlord shall have no right to or any interest in any insurance proceeds relating is attributable to the loss of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased by Tenantleasehold interest hereunder. (d) IfIf the Premises shall be taken or condemned for any public purpose to such extent as to render the Premises, in the reasonable opinion of Lessor or Lessee, not reasonably suitable for Lessee’s occupancy, this Lease shall, at the option of either party, terminate on the date title shall vest in the condemnor or transferee. Lessor and Lessee shall attempt to cause any time during proceeds to be determined by separate awards and to the Termextent that they are, such award will be the exclusive compensation to both Lessor and Lessee for such taking or condemnation. To the extent that there is not a separate award for Lessee’s and Lessor’s interest, the Leased Premises and/or the improvements located thereon are damaged by fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, entire award shall be paid to and utilized by Tenant for payment Lessor, who shall refund a portion of the costs Basic Rent paid under this Lease according to the following formula: Basic Rent times number of repairing, replacing and rebuilding beds lost due exclusively to the Leased Premises and taking or condemnation divided by (295 plus the improvements located thereon and number of beds added in any expansion) times the damage thereto number of days remaining in the Term divided by 4,380. The refund of Basic Rent shall be promptly repaired to at least the condition existing prior to the damage. Subject to Tenant’s receipt of all necessary governmental approvals, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in an amount equal to the full replacement value of the improvements located at the Leased Premises as of the date of such casualty shall be the sole obligation of Tenant, (e) If all of the Leased Premises shall be taken in a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as of the date of such taking. The proceeds from any such condemnation shall be divided between Landlord and Tenant as their respective interests appear in order to compensate each for the damage to their respective interestspaid exclusively from, and Tenant shall have is limited by, the right award Lessor receives due to maintain a separate action to recover the value of its leasehold interest and moving expensessuch taking or condemnation.

Condemnation and Casualty. (a) In the event of damage to, or destruction of. the Leased Premises and/or the improvements located thereon, by fire or other casualty, except as provided in Section 11(bTENANT shall promptly notify OWNER and OWNER shall promptly notify TENANT: (i) hereof, this Lease shall remain in full force and effect and, subject to Section 11(d) hereof. Tenant shall use commercially reasonable and diligent efforts, to restore and rebuild the Leased Premises and the improvements located thereon to at least their former condition. Rent shall not be reduced or abated during the period of such repair, restoration or rebuilding even if the improvements are not tenantable. (b) If the Leased Premises and/or the improvements located thereon are damaged or destroyed by fire or other casualty to casualty; or (ii) if the extent of twenty-five percent (25%) use, occupancy or more title of the square footage Premises or any part thereof is or may be taken, requisitioned or sold in, by or on account of any actual or threatened eminent domain proceeding, other action by any person having the improvements, Tenant power of eminent domain or any claim of or eviction by paramount title. OWNER shall have the right to terminate require TENANT to reasonably assist OWNER in any proceeding or action (but at no cost to TENANT) to collect any award, compensation or insurance payment to which OWNER may become entitled by reason of OWNER'S interest in the Premises, and to assist OWNER to negotiate, prosecute and adjust any claim for any award, compensation or insurance payment on account of any such damage, destruction, taking, requisition, sale, or claim of or eviction by paramount title. Both OWNER and TENANT shall be entitled and do not forfeit their respective rights to participate in any such proceedings, action, negotiation, prosecution or adjustment by the exercise of the rights set forth in the preceding sentences. TENANT may make its own claim for trade fixtures, lease hold improvements and moving expenses. (b) If an occurrence of the character referred to in Paragraph 21(a) hereof shall: (i) be such that the Premises cannot be substantially restored by OWNER within ninety (90) days after notice of such damage, destruction or condemnation, or if such damage, destruction or condemnation occurred during the last three (3) months of the Primary Term and TENANT has not given notice of TENANT'S election to extend this Lease as for the Extended Term, or such damage, destruction or condemnation occurred during the last three (3) months of the date of such damage or destruction by giving notice to Landlord (Extended Term, TENANT shall have the “Termination Notice”) option within thirty (30) days following such damage or destruction. In aft the event that Tenant delivers occurrence of an occurrence of the character referred in Paragraph 21(a), to deliver to OWNER notice of TENANT'S intention to terminate this Lease on a day specified by TENANT (the Termination Notice to Landlord, then all insurance proceeds Date) which day shall be payable within thirty (30) days after delivery of such notice. (ii) be such that the cost of substantially restoring the Premise shall exceed twenty-five (25%) percent of the value of the Premises before such damage, destruction or condemnation, or if such damage, destruction or condemnation occurred during the last three (3) months of the Primary Term and TENANT has not given notice of TENANT'S election to Landlord extend this Lease for the Extended Term, or such damage, destruction or condemnation occurred during the last three (3) months of the Extended Term, OWNER shall have the option within thirty (30) days after the occurrence of an occurrence of the character described in Paragraph 21(a), to deliver to TENANT notice of OWNER'S intention to terminate this Lease on a day to be specified by TENANT (the Termination Date) which day shall be within thirty (30) days after delivery of such notice, and Tenantif TENANT fails to specify the Termination Date, as their interests appear in the Termination Date shall be the thirtieth (30th) day after delivery of such improvementsnotice to TENANT. (c) In if, after an occurrence of the event character referred to in Paragraph 21(a), this Lease is not terminated under Paragraph 21(b), then this Lease shall continue in full force and effect, and OWNER shall commence the restoration or repair of the Premises and shall substantially complete such restoration or repair with reasonable diligence, provided, however, OWNER shall not be obligated to commence any restoration or repair work costing in total in excess of $100,000.00 until after either: (i) OWNER shall have collected an award, compensation or insurance payment on account of such damage occurrence which equals or exceeds that sum of money which is $100,000.00 less than the total cost of such restoration or repair work, or (ii) the holder of any mortgage on the Premises has collected an award, compensation or insurance payment on account of such occurrence which equals or exceeds that sum of money which is $100,000.00 less than the total cost of such restoration or replacement work and if Tenant fails such mortgagee has made the amount so collected available to deliver a Termination NoticeOWNER for such restoration or replacement work. Should OWNER fail to commence the restoration or repair of the Premises within thirty (30) days after an occurrence of the character referred to in Paragraph 21(a), all insurance proceeds received will be used by Tenant or should OWNER fail to restore the Leased Premises and the improvements located thereon to at least the condition existing prior to damage as provided in Section 11(d) hereof and Landlord substantially complete such restoration or repair work with reasonable diligence, TENANT shall have no the option while the restoration or repair work remains substantially not completed, to (A) do the work at OWNER'S expense, with the right to off set against future rent payments the cost of such work paid by TENANT, or any interest in any insurance proceeds relating to the loss of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased by Tenant(B) cancel this Lease. (d) IfIf an occurrence of the character referred to in Paragraph 21(a) deprives TENANT of full use of the Premises, at any time during whether or not insured against, and the Termoccurrence was not caused by TENANT, the Leased Premises and/or the improvements located thereon are damaged by fire its agents or employees, TENANT'S obligation to pay Fixed Base Rent (Paragraph 41), additional rental obligations (Paragraph 6) and, real estate taxes and other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, payments (Paragraph 8) shall be paid to and utilized reduced month by Tenant for payment of month while the costs of repairing, replacing and rebuilding the Leased Premises and the improvements located thereon and the damage thereto shall be promptly repaired to at least the condition existing prior to the damage. Subject to Tenant’s receipt of all necessary governmental approvals, Tenant shall diligently pursue the completion effects of such reconstruction work and shall cause damage, destruction or condemnation continue by the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations fractional reduction in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in an amount equal to the full replacement rental value of the improvements located at the Leased Premises as of the date of during each such casualty shall be the sole obligation of Tenant,month attributable to such damage, destruction or condemnation. (e) If all In the event this Lease is terminated by either OWNER or TENANT under the provisions of Paragraphs 21(b) or 21(c), the term of this Lease and the estate hereby granted shall expire as of the Leased Premises shall be taken in a condemnation proceedingTermination Date as fully and completely and with the same effect as if such date were the date herein fixed for the expiration of the term of this Lease, except with respect to obligations and liabilities of TENANT hereunder, actual or if a portion thereof shall be taken contingent, which materially interferes with Tenant’s use of and/or operations at have arisen on or prior to the Leased PremisesTermination Date. TENANT'S obligation to pay Fixed Base Rent, additional rental obligations and other sums payable under this Lease shall terminate be pro-rated as of the date of such taking. The proceeds from any such condemnation shall be divided between Landlord and Tenant as their respective interests appear in order to compensate each for the damage to their respective interests, and Tenant shall have the right to maintain a separate action to recover the value of its leasehold interest and moving expensesTermination Date.

Condemnation and Casualty. (a) In If, before the event of damage toClosing, any Seller receives notice that any Hotel or Hotels and any parcel or parcels comprising the Land are to be wholly condemned, or destruction of. to be condemned in such substantial part that the Leased Premises and/or value of the improvements located thereonportion of the Hotels and Land so condemned exceeds Twelve Million and No/100 Dollars ($12,000,000.00), or if one or more of the Hotels is wholly or partially destroyed by fire or other casualty, except as provided in Section 11(b) hereof, this Lease shall remain in full force and effect and, subject to Section 11(d) hereof. Tenant shall use commercially reasonable and diligent efforts, to restore and rebuild or if so much of the Leased Premises and the improvements located thereon to at least their former condition. Rent shall not be reduced or abated during the period of such repair, restoration or rebuilding even if the improvements are not tenantable. (b) If the Leased Premises and/or the improvements located thereon are Hotels is damaged or destroyed by fire or other casualty to the extent that the cost of twenty-five percent repairing such damage shall exceed Twelve Million and No/100 Dollars (25%$12,000,000.00) or more as determined by the casualty insurer(s) insuring the Hotels, then, in any such event, Buyer and each of the square footage of the improvements, Tenant Sellers shall each have the right to terminate this Lease as Agreement by delivering notice of termination in writing to the date of such damage or destruction by giving notice to Landlord (the “Termination Notice”) other party within thirty (30) days following after the receipt of notice of such damage condemnation or destruction. In casualty (but not later than the event that Tenant delivers a Termination Notice Closing Date) (which notice will, to Landlordthe extent then known, then all contain the amount of compensation offered for such condemnation or the amount of insurance proceeds offered to be paid on account of such casualty, as the case may be) and upon giving such notice of termination the Deposit shall be payable returned by the Escrow Agent to Landlord Buyer, and TenantSellers and Buyer shall each be released and discharged from any further obligation to each other hereunder except for those which expressly survive the termination of this Agreement; provided, as their interests appear in such improvements. however, that if neither Buyer nor Sellers elects to terminate this Agreement, the purchase contemplated herein shall be consummated without reduction of the Purchase Price, within the later of (ci) In fifteen (15) days after the event expiration of such damage and if Tenant fails thirty (30) day period or (ii) the Closing Date, but Buyer shall be entitled to deliver all proceeds of fire or other casualty insurance or condemnation (other than proceeds relating to business interruption or loss for periods prior to the Transfer Time), Buyer shall receive a Termination Notice, all credit to the Purchase Price for any deductibles with respect to any insurance proceeds received will be used by Tenant to restore the Leased Premises and the improvements located thereon to at least the condition existing prior to damage as provided in Section 11(d) hereof and Landlord Sellers shall have no right to or any interest in any insurance proceeds relating to responsibility for the loss restoration and repair of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased by Tenantthe Property.» (db) If, at before the Closing, any time during the Term, the Leased Premises and/or the improvements located thereon are one or more Hotel is damaged by fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, the extent that the cost of repairing or restoring the same shall be paid to and utilized by Tenant for payment of the costs of repairing, replacing and rebuilding the Leased Premises and the improvements located thereon and the damage thereto shall be promptly repaired to at least the condition existing prior to the damage. Subject to Tenant’s receipt of all necessary governmental approvals, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in less than an amount equal to Twelve Million and No/100 Dollars ($12,000,000.00), or if any Seller receives notice that any Hotel and/or Land is to be partially condemned but that the full replacement value of the improvements located at Land and Hotels to be condemned does not exceed Twelve Million and No/100 Dollars ($12,000,000.00), then, and in any such event, the Leased Premises Closing shall proceed as scheduled and Sellers shall assign to Buyer the proceeds (excluding proceeds for business interruption or loss for periods prior to the Transfer Time) of any casualty insurance or any condemnation award, as the case may be, Buyer shall receive a credit to the Purchase Price for any deductibles with respect to any insurance proceeds and Sellers shall have no responsibility for restoration or repair of the date of such casualty shall be the sole obligation of Tenant, (e) If all of the Leased Premises shall be taken in a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as of the date of such taking. The proceeds from any such condemnation shall be divided between Landlord and Tenant as their respective interests appear in order to compensate each for the damage to their respective interests, and Tenant shall have the right to maintain a separate action to recover the value of its leasehold interest and moving expensesProperty.

Condemnation and Casualty. (a) If, prior to the Closing, any portion of the Property shall be condemned or threatened to be condemned, the parties shall use good faith to cooperate with each other and resolve such condemnation issues for the mutual benefit of both parties. If a portion of the Property shall be condemned or threatened to be condemned that would materially and adversely affect Purchaser’s ability to develop, construct and use the Project as established in any Approvals sought by Purchaser (a “Material Portion”), Purchaser may terminate this Agreement by written notice thereof to Seller upon the earlier of (i) Closing, or (ii) seven (7) days after Purchaser is notified of such condemnation proceedings, whereupon the Xxxxxxx Money, but not the Extension Fees, shall promptly be returned to Purchaser. In the event that condemnation proceedings are instituted or threatened but Purchaser does not timely elect to terminate this Agreement or the condemnation proceedings are for less than a Material Portion of damage tothe Property, or destruction of. the Leased Premises and/or the improvements located thereon, by fire or other casualty, except as provided in Section 11(b) hereof, this Lease shall remain in full force and effect and, subject to Section 11(d) hereof. Tenant shall use commercially reasonable and diligent efforts, to restore and rebuild the Leased Premises and the improvements located thereon to at least their former condition. Rent same shall not be reduced or abated during the period of such repairaffect either party’s obligations hereunder and Closing shall occur as scheduled herein, restoration or rebuilding even if the improvements are not tenantableand Seller shall assign any condemnation proceeds to Purchaser at Closing. (b) If If, prior to the Leased Premises and/or Closing, any portion of the improvements located thereon are Property shall be damaged or destroyed by fire or casualty, the parties shall use good faith to cooperate with each other and resolve such casualty issues for the mutual benefit of both parties. If a portion of the Property (other than any improvements that are subject to the extent of twenty-five percent UST Removal Work or the Demolition Work) shall be so damaged or destroyed that would materially and adversely affect Purchaser’s ability to develop, construct and use the Project as established in any Approvals sought by Purchaser (25%) or more of the square footage of the improvementsa “Material Casualty”), Tenant shall have the right to Purchaser may terminate this Lease as Agreement by written notice thereof to Seller upon the earlier of the date (i) Closing, or (ii) seven (7) days after Purchaser is notified of such damage or destruction by giving notice Material Casualty, whereupon the Xxxxxxx Money, but not the Extension Fees, shall promptly be returned to Landlord (the “Termination Notice”) within thirty (30) days following such damage or destructionPurchaser. In the event that Tenant delivers a Termination Notice casualty occurs but Purchaser does not timely elect to Landlordterminate this Agreement or the casualty is not a Material Casualty, then all insurance proceeds the same shall be payable to Landlord not affect either party’s obligations hereunder and TenantClosing shall occur as scheduled herein, as their interests appear in such improvements. (c) In the event of such damage and if Tenant fails to deliver a Termination Notice, all insurance proceeds received will be used by Tenant to restore the Leased Premises and the improvements located thereon to at least the condition existing prior to damage as provided in Section 11(d) hereof and Landlord Seller shall have no right to or any interest in assign any insurance proceeds relating to Purchaser at Closing except for insurance proceeds which relate to any improvements that are subject to the loss of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment UST Removal Work or other property or relating to any business interruption coverages purchased by Tenant. (d) If, at any time during the Term, the Leased Premises and/or the improvements located thereon are damaged by Demolition Work. Purchaser understands and hereby acknowledges that no fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all affecting any improvements subject to the UST Removal Work or the Demolition Work will give rise to any right of termination on the part of Purchaser hereunder or any right for Purchaser to receive any assignment of insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, shall be paid to and utilized by Tenant for payment of the costs of repairing, replacing and rebuilding the Leased Premises and the improvements located thereon and the damage thereto shall be promptly repaired to at least the condition existing prior to the damage. Subject to Tenant’s receipt of all necessary governmental approvals, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in an amount equal to the full replacement value of the improvements located at the Leased Premises as of the date of such casualty shall be the sole obligation of Tenant, (e) If all of the Leased Premises shall be taken in a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as of the date of such taking. The proceeds from any such condemnation shall be divided between Landlord and Tenant as their respective interests appear in order to compensate each for the damage to their respective interests, and Tenant shall have the right to maintain a separate action to recover the value of its leasehold interest and moving expenseshereunder.

Condemnation and Casualty. (a) In If during the event Term less than "substantially all" (hereinafter defined) of damage to, or destruction of. the Leased Premises and/or the improvements located thereon, shall be damaged by fire or other casualty, except then Lessee shall give prompt written notice of such damage to Lessor and shall, at Lessee's own cost and expense, proceed with diligence and promptness to carry out any necessary demolition and to restore, repair, replace, and/or rebuild the Premises in order to restore the Premises, as provided nearly as practicable, to a condition not less than the condition required to be maintained hereunder and to a fair market value not less than the fair market value immediately prior to such damage. All repair work shall be undertaken and completed in Section 11(ba good and workmanlike manner and in compliance in all material respects with all Governmental Requirements then in effect with respect to the Premises. (b) hereofIf all or substantially all of the Premises shall be destroyed or damaged by fire or other casualty, then Lessee may, at its sole election, (1) use the insurance proceeds to restore the Premises, as nearly as practicable, to a condition not less than the condition required to be maintained hereunder and to a fair market value not less than the fair market value immediately prior to such damage. All repair work shall be undertaken and completed in a good and workmanlike manner and in compliance in all material respects with all Governmental Requirements then in effect with respect to the Premises, or (2) give notice to Lessor of Lessee's intention to terminate this Lease and immediately assign to Lessor all of Lessee's insurance proceeds and benefits in connection therewith and pay any required deductible. "Substantially all" of the Premises shall be deemed to have been damaged or destroyed if the cost of restoring the Improvements is more than one-third of the greater of the fair market value of or the replacement cost of the Improvements immediately before the Destruction occurs. In the event that Lessee elects to terminate this Lease in accordance with the provisions of this paragraph (b), Lessor shall have no duty or obligation to refund to Lessee all or any portion of the prepaid Basic Rent. (c) In the event of a temporary condemnation, this Lease shall remain in full force and effect and, subject to Section 11(d) hereof. Tenant and Lessee shall use commercially reasonable and diligent efforts, to restore and rebuild the Leased Premises and the improvements located thereon to at least their former condition. Rent shall not be reduced or abated during the period of such repair, restoration or rebuilding even if the improvements are not tenantable. (b) If the Leased Premises and/or the improvements located thereon are damaged or destroyed by fire or other casualty entitled to the extent of twenty-five percent (25%) or more portion of the square footage of the improvements, Tenant shall have the right to terminate this Lease as of the date of such damage condemnation award or destruction by giving notice to Landlord (the “Termination Notice”) within thirty (30) days following such damage or destruction. In the event proceeds in connection therewith that Tenant delivers a Termination Notice to Landlord, then all insurance proceeds shall be payable to Landlord and Tenant, as their interests appear in such improvements. (c) In the event of such damage and if Tenant fails to deliver a Termination Notice, all insurance proceeds received will be used by Tenant to restore the Leased Premises and the improvements located thereon to at least the condition existing prior to damage as provided in Section 11(d) hereof and Landlord shall have no right to or any interest in any insurance proceeds relating is attributable to the loss of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased by Tenantleasehold interest hereunder. (d) IfIf the Premises shall be taken or condemned for any public purpose to such extent as to render the Premises, in the reasonable opinion of Lessor or Lessee, not reasonably suitable for Lessee's occupancy, this Lease shall, at the option of either party, terminate on the date title shall vest in the condemnor or transferee. Lessor and Lessee shall attempt to cause any time during proceeds, to be determined by separate awards and to the Termextent that they are, such award will be the exclusive compensation to both Lessor and Lessee for such taking or condemnation. To the extent that there is not a separate award for Lessee's and Lessor's interest, the Leased Premises and/or the improvements located thereon are damaged by fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, entire award shall be paid to and utilized by Tenant for payment Lessor, who shall refund a portion of the costs Basic Rent paid under this Lease according to the following formula: Basic Rent times number of repairing, replacing and rebuilding beds lost due exclusively to the Leased Premises and taking or condemnation divided by (295 plus the improvements located thereon and number of beds added in any expansion) times the damage thereto number of days remaining in the Term divided by 4,380. The refund of Basic Rent shall be promptly repaired to at least the condition existing prior to the damage. Subject to Tenant’s receipt of all necessary governmental approvals, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in an amount equal to the full replacement value of the improvements located at the Leased Premises as of the date of such casualty shall be the sole obligation of Tenant, (e) If all of the Leased Premises shall be taken in a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as of the date of such taking. The proceeds from any such condemnation shall be divided between Landlord and Tenant as their respective interests appear in order to compensate each for the damage to their respective interestspaid exclusively from, and Tenant shall have is limited by, the right award Lessor receives due to maintain a separate action to recover the value of its leasehold interest and moving expensessuch taking or condemnation.

Condemnation and Casualty. (a) In the event the building or any portion thereof necessary to the continued efficiency and/or economically feasible use of damage tothe building shall be taken or condemned in whole or in part for any public or quasi-public purposes, or destruction ofsold to a condemning authority to prevent taking, then the term of this lease shall, at the option of the Lessor, forthwith cease and terminate. In the Leased event the Demised Premises, or such portion thereof as would prevent Lessee from occupying and using the Demised Premises and/or for the improvements located thereonpurposes herein provided, by fire shall be taken or other casualtycondemned for any public or quasi-public purpose, except as provided in Section 11(bor sold to a condemning authority to prevent taking, then, at Lessor's option, either (i) hereof, the term of this Lease shall remain in full force forthwith cease and effect andterminate, subject to Section 11(dor (ii) hereof. Tenant shall use commercially reasonable and diligent effortsLessor shall, to restore the extent reasonably practicable, provide Lessee with such additional space and rebuild make such repairs to the Leased Demised Premises as may be necessary to enable Lessee to use such additional and repaired space for the improvements located thereon purposes herein provided. All compensation awarded for any such taking or conveyance of Lessor's interest shall be the property of Lessor without any deduction therefrom for any present or future estate of Lessee, and Lessee hereby assigns to at least their former condition. Rent shall not be reduced or abated during the period of Lessor all its right, title and interest in and to any such repair, restoration or rebuilding even if the improvements are not tenantableaward. (b) If the Leased Demised Premises and/or or the improvements building in which the Demised Premises are located thereon are shall be damaged by any cause or destroyed means whatsoever not caused or contributed to by fire the negligence or other casualty fault of Lessee, its employees, servants, agents or visitors, and if said damage can be repaired within a period of three (3) months by using standard working methods and procedures Lessor shall, within a reasonable time of occurrence of said damage, enter and make repairs to the extent that insurance proceeds are available therefor, and this lease shall not be affected but shall continue in full force and effect. However, if said damage cannot be repaired within a period of twenty-five percent three (25%3) or more of the square footage of the improvements, Tenant shall have the right to terminate this Lease as of the date of such damage or destruction months by giving notice to Landlord (the “Termination Notice”) within thirty (30) days following such damage or destruction. In the event that Tenant delivers a Termination Notice to Landlordusing standard working methods and procedures, then all insurance proceeds this lease shall be payable to Landlord cease and Tenant, as their interests appear in such improvements. (c) In the event of such damage and if Tenant fails to deliver a Termination Notice, all insurance proceeds received will be used by Tenant to restore the Leased Premises and the improvements located thereon to at least the condition existing prior to damage as provided in Section 11(d) hereof and Landlord shall have no right to or any interest in any insurance proceeds relating to the loss of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased by Tenant. (d) If, at any time during the Term, the Leased Premises and/or the improvements located thereon are damaged by fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, shall be paid to and utilized by Tenant for payment of the costs of repairing, replacing and rebuilding the Leased Premises and the improvements located thereon and the damage thereto shall be promptly repaired to at least the condition existing prior to the damage. Subject to Tenant’s receipt of all necessary governmental approvals, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in an amount equal to the full replacement value of the improvements located at the Leased Premises as of the date of such casualty shall be the sole obligation of Tenant, (e) If all of the Leased Premises shall be taken in a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as of the date of such takingoccurrence, and Lessee shall pay rent hereunder only to such date of occurrence and immediately surrender the Demised Premises to Lessor, unless within a period of sixty (60) days from the date of such occurrence Lessor shall elect to keep this lease in force and to restore the Demised Premises to substantially the condition as existed prior to the date of occurrence by giving Lessee written notice of such election within said sixty (60) day period. If Lessor so elects to continue the lease and restore the Demised Premises, Lessor shall, within a reasonable time after the date of the notice of said election, enter and make repairs and this lease shall not be affected, except that rents hereunder shall be reduced or abated from the date of occurrence while such repairs are being made for the period of time and in the proportion that the Demised Premises are untenantable. If, however, such damage is contributed to or results from the fault of the Lessee, or Lessee's employees, servants, agents, or visitors, and if Lessor does not have insurance covering such damage, such damage shall promptly be repaired by and at the expense of Lessee under the control, direction and supervision of Lessor, and the rent shall continue without abatement or reduction. The proceeds completion of the repair of all such damage is subject to reasonable delays resulting from causes beyond the reasonable control of the party obligated to make such repairs. Lessor shall not be obligated to repair any such condemnation shall be divided between Landlord and Tenant as their respective interests appear in order to compensate each for the damage to their respective interests, and Tenant shall have the right to maintain a separate action to recover Demised Premises or the value of its leasehold interest and moving expensesbuilding that is not covered by insurance.

Condemnation and Casualty. (a) Lessee hereby irrevocably assigns to Lessor any award, compensation or insurance payment to which Lessee may become entitled by reason of Xxxxxx's interest in the Premises, excluding all Trade Fixtures (i) if the use, occupancy or title of the Premises or any part thereof is taken, requisitioned or sold in, by or on account of any actual or threatened eminent domain proceeding or other action by any person having the power of eminent domain or (ii) if the Premises or any part thereof are damaged or destroyed by fire, flood or other casualty. Lessor may appear in any such proceeding or action, to negotiate, prosecute and adjust any claim for any award, compensation or insurance payment on account of any such damage, destruction, taking, requisition or sale; and Lessor shall collect any such award, compensation or insurance payment. All amounts paid in connection with any such damage, destruction, taking, requisition or sale shall be applied pursuant to this paragraph 11, and all such amounts (minus the expense of collecting such amounts), are herein called the Net Proceeds. Lessor shall pay all reasonable costs and expenses in connection with each such proceeding, action, negotiation, prosecution and adjustment for which costs and expenses Lessor shall be reimbursed out of any award, compensation or insurance payment received. Lessee shall be entitled to participate in any such proceeding, action, negotiation, prosecution or adjustment. Lessor and Xxxxxx shall each take all appropriate action in connection with each such proceeding or action and cooperate with the other in connection therewith. (b) If an occurrence of the character referred to in clause (i) or (ii) of paragraph 11(a) shall affect all or a substantial portion of the Land and Improvements and shall render the Improvements unsuitable for restoration for continued use and occupancy in Lessee's business, then Lessee may, not later than 30 days after such occurrence, deliver to Lessor (i) notice of its intention to terminate this Lease on the next Payment Date (the Termination Date) which occurs not less than 160 days after the delivery of such notice, (ii) a certificate of a Vice President of Lessee describing the event giving rise to such termination and stating that the Chief Executive Officer and the Board of Directors or the Executive Committee of the Board of Directors of Lessee has determined that such event has rendered the Improvements unsuitable for restoration for continued use and occupancy in Lessee's business, and (iii) documentation to the effect that termination of this Lease will not be in violation of any agreement then in effect. If the Termination Date occurs during the Primary Term, such notice to Lessor shall be accompanied by an irrevocable offer by Lessee to purchase on the Termination Date the interests of Lessor in the remaining portion of the Premises and the Net Proceeds, if any, payable in connection with such occurrence (or the right to receive the same when made, if payment thereof has not yet been made), at a price determined in accordance with Schedule C. If either (1) Lessor shall reject such offer by notice given to Lessee not later than the 15th day prior to the Termination Date or (2) the Termination Date occurs during an Extended Term, this Lease shall terminate on the Termination Date, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to the Termination Date, upon payment by Lessee of all Basic Rent, additional charges, additional rent and other sums then due and payable hereunder to and including the Termination Date, and the Net Proceeds shall belong to Lessor. Unless Lessor shall have 6 rejected such offer in accordance with this paragraph, Lessor shall be conclusively presumed to have accepted such offer, and, on the Termination Date, shall convey the remaining portion of the Premises, if any, to Lessee or its designee and shall assign to Lessee or its designee all of Lessor's interests of in the Net Proceeds, pursuant to and upon compliance with paragraph 15. (c) If, after an occurrence of the character referred to in clauses (i) or (ii) of paragraph 11(a), Lessee does not give notice of its intention to terminate this Lease as provided in paragraph 11(b), then this Lease shall continue in full effect, and Lessee shall, at its expense, rebuild, replace or repair any damage to the Premises caused by such event in conformity with the requirements of paragraph 10 so as to restore the Premises (in the case of condemnation as nearly as practicable) to the condition and market value thereof immediately prior to such occurrence. Lessee shall be entitled to receive the Net Proceeds, but only against certificates of Lessee delivered to Lessor from time to time as such work of rebuilding, replacement and repair progresses, each such certificate describing the work for which Lessee is requesting payment and the cost incurred by Lessee in connection therewith and stating that Lessee has not theretofore received payment for such work. Any such Net Proceeds remaining after final payment has been made for any such work shall be retained by Xxxxxx in the case of an occurrence of the character referred to in clause (i) of paragraph 11(a) and shall be paid to Lessee in the event of an occurrence of the character referred to in clause (ii) of paragraph 11(a). To the extent that any Net Proceeds in excess of $25,000 remain after restoration and are retained by Lessor, (I) Schedule C shall be recomputed to reflect at each period a dollar amount representing the present value of the remaining installments of Basic Rent (reduced as described below) during the Primary Term of this Lease using a discount rate of .9325% per month; (II) each installment of Basic Rent payable on and after the first Payment Date occurring not less than three months after the final payment to Lessee for such work shall be reduced by an amount equal to the amount so retained multiplied by .9492% during years 1 through 10 inclusive of the Primary Term, 1.0750% during years 11 through 15 inclusive of the Primary Term, and 1.1342% during years 16 through 25 inclusive of the Primary Term; and (III) the Basic Rent per square foot of the Land and of the Improvements after the reductions provided for in clause (II) of this paragraph 11(c) shall not be less than the respective Basic Rent per square foot prior to such reduction for each rental period. Notwithstanding the foregoing, the computation of the additional rent based on increases in the Consumer Price Index, as set forth in Schedule B, shall be made as if there were no changes in the Basic Rent under this paragraph or paragraph 10. For the purposes of determining the Basic Rent per square foot of the Land and of the Improvements, the initial square footage of the Land and Improvements shall be the number of square feet thereof reflected on the most recent as-built survey obtained by Lessor prior to the commencement of the Primary Term. In the event of damage to, or destruction of. the Leased Premises and/or the improvements located thereon, by fire or other casualty, except as provided in Section 11(b) hereofany temporary requisition, this Lease shall remain in full force effect and effect and, subject Lessee shall be entitled to Section 11(d) hereof. Tenant shall use commercially reasonable and diligent efforts, receive the Net Proceeds allocable to restore and rebuild such temporary requisition; except that such portion of the Leased Premises and the improvements located thereon Net Proceeds allocable to at least their former condition. Rent shall not be reduced or abated during the period of such repair, restoration after the expiration or rebuilding even if the improvements are not tenantable. (b) If the Leased Premises and/or the improvements located thereon are damaged or destroyed by fire or other casualty to the extent of twenty-five percent (25%) or more termination of the square footage term of the improvements, Tenant shall have the right to terminate this Lease as of the date of such damage or destruction by giving notice to Landlord (the “Termination Notice”) within thirty (30) days following such damage or destruction. In the event that Tenant delivers a Termination Notice to Landlord, then all insurance proceeds shall be payable to Landlord and Tenant, as their interests appear in such improvements. (c) In the event of such damage and if Tenant fails to deliver a Termination Notice, all insurance proceeds received will be used by Tenant to restore the Leased Premises and the improvements located thereon to at least the condition existing prior to damage as provided in Section 11(d) hereof and Landlord shall have no right to or any interest in any insurance proceeds relating to the loss of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased by Tenant. (d) If, at any time during the Term, the Leased Premises and/or the improvements located thereon are damaged by fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, shall be paid to and utilized Lessor. If the cost of any repairs required to be made by Tenant for payment Lessee pursuant to this paragraph 11(c) shall exceed the amount of such Net Proceeds, the costs of repairing, replacing and rebuilding the Leased Premises and the improvements located thereon and the damage thereto deficiency shall be promptly repaired to at least the condition existing prior to the damage. Subject to Tenant’s receipt of all necessary governmental approvals, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in an amount equal to the full replacement value of the improvements located at the Leased Premises as of the date of such casualty shall be the sole obligation of Tenant, (e) If all of the Leased Premises shall be taken in a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as of the date of such taking. The proceeds from any such condemnation shall be divided between Landlord and Tenant as their respective interests appear in order to compensate each for the damage to their respective interests, and Tenant shall have the right to maintain a separate action to recover the value of its leasehold interest and moving expensespaid by Xxxxxx.

Condemnation and Casualty. (a) In Lessee hereby irrevocably ------------------------- assigns to Lessor any award, compensation or insurance payment to which Lessee may become entitled by reason of its interest in the event of damage to, or destruction of. the Leased Premises and/or the improvements located thereon, by fire or other casualty, except as provided in Section 11(b(i) hereof, this Lease shall remain in full force and effect and, subject to Section 11(d) hereof. Tenant shall use commercially reasonable and diligent efforts, to restore and rebuild the Leased Premises and the improvements located thereon to at least their former condition. Rent shall not be reduced or abated during the period of such repair, restoration or rebuilding even if the improvements are not tenantable. (b) If the Leased Premises and/or the improvements located thereon are damaged or destroyed by fire or other casualty or (ii) if the use, occupancy or title of the Premises or any part thereof is taken, requisitioned or sold in, by or on account of any actual or threatened eminent domain proceeding or other action by any person having the power of eminent domain. Lessee is hereby authorized and empowered in the name and on behalf of Lessor to appear in any such proceeding or action, to negotiate, prosecute and adjust any claim for any award, compensation or insurance payment on account of any such damage, destruction, taking, requisition or sale, and to collect any such award, compensation or insurance payment. Lessor shall be entitled to participate in any such proceeding, action, negotiation, prosecution or adjustment. All amounts paid in connection with any such damage, destruction, taking, requisition or sale shall be applied pursuant to this paragraph 11, and all such amounts (minus the extent expense of twenty-five percent collecting such amounts) are herein called the Net Proceeds. Lessee shall take all appropriate action in connection with each such proceeding, action, negotiation, prosecution and adjustment and shall pay all expenses thereof, including the cost of Lessor's participation therein. (25%b) If an occurrence of the character referred to in clause (i) or more (ii) of paragraph 11(a) shall affect all or a substantial portion of the square footage Premises and shall render the Premises unsuitable for restoration for continued use and occupancy in Lessee's business, in Lessee's sole discretion, then Lessee shall, not later than 90 days after such occurrence, deliver to Lessor (A) notice of the improvements, Tenant shall have the right its intention to terminate this Lease as on the next Payment Date (the Termination Date) which occurs not less than 90 days after the delivery of such notice and (B) a certificate of Lessee describing the event giving rise to such termination and stating that its board of directors has determined that such event has rendered the Premises unsuitable for restoration for continued use and occupancy in Lessee's business. If the Termination Date occurs during the Interim Term or the Primary Term, such notice shall be accompanied by an irrevocable offer by Lessee to purchase Lessor's interest in any remaining portion of the date Premises and the Net Proceeds, if any, payable in connection with such occurrence (or the right to receive the same when made, if payment thereof has not yet been made) on the Termination Date, at a price determined in accordance with Schedule C. If either (l) Lessor shall reject such offer by notice given to Lessee not later than the 20th day prior to the Termination Date or (2) the Termination Date occurs during an Extended Term, this Lease shall terminate on the Termination Date except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to the Termination Date, upon payment by Lessee of all Basic Rent, additional rent and other sums then due and payable hereunder to and including the Termination Date, and the Net Proceeds shall belong to Lessor. Unless Lessor shall have rejected such damage or destruction by giving notice to Landlord (the “Termination Notice”) within thirty (30) days following such damage or destruction. In the event that Tenant delivers a Termination Notice to Landlordoffer in accordance with this paragraph, then all insurance proceeds Lessor shall be payable conclusively presumed to Landlord have accepted such offer, and, on the Termination Date, shall convey Lessor's interest in the remaining portion of the Premises, if any, to Lessee or its designee and Tenantshall assign to Lessee or its designee all Lessor's interest in the Net Proceeds, as their interests appear in such improvementspursuant to and upon compliance with paragraph 14. (c) If, after an occurrence of the character referred to in clause (i) or (ii) of paragraph 11(a), Lessee does not give notice of its intention to terminate this Lease, then this Lease shall continue in full effect, and Lessee shall repair any damage to the Premises caused by such event in conformity with the requirements of paragraph 10 so as to restore the Premises (as nearly as practicable) to the condition and market value thereof immediately prior to such occurrence. Lessee shall be entitled to receive the Net Proceeds payable in connection with such occurrence, but only against certificates of Lessee delivered to Lessor from time to time as such work of repair progresses, each such certificate describing the work of repair for which Lessee is requesting payment and the cost incurred by Lessee in connection therewith and stating that Lessee has not theretofore received payment for such work. Any Net Proceeds remaining after final payment has been made for such work shall be retained by Lessor. In the event of any temporary requisition, this Lease shall remain in full effect for the term of this Lease then in effect and Lessee shall be entitled to the Net Proceeds payable by reason thereof and allocable to such damage and if Tenant fails to deliver a Termination Notice, all insurance proceeds received will be used by Tenant to restore the Leased Premises term; and the improvements located thereon to at least balance of the condition existing prior to damage as provided in Section 11(d) hereof and Landlord shall have no right to or any interest in any insurance proceeds relating to the loss of Tenant’s inventory, merchandise, trade fixtures, supplies, furniture, fixtures, equipment or other property or relating to any business interruption coverages purchased Net Proceeds payable by Tenant. (d) If, at any time during the Term, the Leased Premises and/or the improvements located thereon are damaged by fire or other casualty and this Lease is not terminated in accordance with Section 11(b) hereof, then all insurance proceeds from policies carried pursuant to Section 10(b) hereof, however recovered, reason thereof shall be paid to and utilized Lessor. If the cost of any repairs required to be made by Tenant for payment Lessee pursuant to this paragraph 11(c) shall exceed the amount of such Net Proceeds, the costs of repairing, replacing and rebuilding the Leased Premises and the improvements located thereon and the damage thereto deficiency shall be promptly repaired to at least the condition existing prior to the damage. Subject to Tenant’s receipt of all necessary governmental approvals, Tenant shall diligently pursue the completion of such reconstruction work and shall cause the same to be completed as soon thereafter as possible under the attendant circumstances and shall comply with all laws, ordinances and governmental rules or regulations in connection therewith. Any costs in connection with such reconstruction work which exceed the insurance proceeds received in an amount equal to the full replacement value of the improvements located at the Leased Premises as of the date of such casualty shall be the sole obligation of Tenant, (e) If all of the Leased Premises shall be taken in a condemnation proceeding, or if a portion thereof shall be taken which materially interferes with Tenant’s use of and/or operations at the Leased Premises, this Lease shall terminate as of the date of such taking. The proceeds from any such condemnation shall be divided between Landlord and Tenant as their respective interests appear in order to compensate each for the damage to their respective interests, and Tenant shall have the right to maintain a separate action to recover the value of its leasehold interest and moving expensespaid by Lessee.