Common use of Condemnation and Eminent Domain Clause in Contracts

Condemnation and Eminent Domain. If the land and Property of which the Demised Premises are a part, or any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or in lieu of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereof, to the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereof, then this Lease, at the option of Landlord, shall terminate, and the Term hereof shall end as of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if any, are hereby assigned to Landlord. Tenant agrees to execute and deliver any instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, remove all Tenant’s personal prop­erty therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages and losses as Landlord may incur by reason of Tenant’s breach hereof including, without limitation, attorneys’ fees.

Condemnation and Eminent Domain. If Subject to the land prior rights of the Mortgage Lender under the Mortgage Loan Documents, any and Property of which all awards (the Demised Premises are a part, "AWARDS") heretofore or hereafter made or to be made by any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted Governmental Authority for the taking by condemnation or condemnation eminent domain, of all or any part of the Property (including any award from the United States government at any time after the allowance of a claim thereof), or the proceeds from a transfer in lieu of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereof, to the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereof, then this Lease, at the option of Landlord, shall terminate, and the Term hereof shall end as of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if anyeminent domain, are hereby assigned by Mezzanine Borrower and Property Owner to LandlordMezzanine 40 Lender, which Awards Mezzanine Lender is hereby authorized to collect and receive from the condemnation authorities. Tenant Mezzanine Lender is hereby authorized to give appropriate receipts and acquaintances therefor and Mezzanine Borrower and Property Owner hereby irrevocably appoint Mezzanine Lender Mezzanine Borrower's and Property Owner's attorney-in-fact, coupled with an interest, to collect such Awards. Mezzanine Borrower shall give Mezzanine Lender prompt notice of the actual or threatened commencement of any condemnation of eminent domain proceeds affecting all or any part of the Property and shall deliver to Mezzanine Lender copies of any and all papers served in connection with any such proceedings. Mezzanine Borrower further agrees to make, execute and deliver any instruments promptly upon demandto Mezzanine Lender, at any time upon request, any and all further assignments and other instruments deemed reasonably necessary by Mezzanine Lender for the expense purpose of Landlordvalidly and sufficiently assigning all Awards and other compensation heretofore and hereafter made to Mezzanine Borrower or Property Owner upon any taking, as may be deemed necessary either permanent or required temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking, and to expedite facilitate Mezzanine Lender's collection and receipt of the same. If, notwithstanding the foregoing provisions, any condemnation proceedings or to effectuate a proper transfer of title to such governmental Award or other public authoritycompensation described above is nonetheless paid to Mezzanine Borrower, agencyMezzanine Borrower shall hold or cause Property Owner to hold such monies in trust for the benefit of Mezzanine Lender or Property Owner, body or public utility seeking and Mezzanine Borrower and Property Owner shall immediately pay the same to take or acquire the Property or any portion thereofMezzanine Lender. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, remove all Tenant’s personal prop­erty therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated The expenses incurred by Landlord Mezzanine Lender in the aforementioned noticecollection and administration of any Award, including reasonable attorneys' fees and disbursements, shall be additional Indebtedness, and shall be reimbursed to Mezzanine Lender upon demand or, at Mezzanine Lender's option, in the event and to the extent sufficient proceeds are available, shall be deducted by Mezzanine Lender from said proceeds prior to any other application hereof. Failure by Tenant Mezzanine Borrower may not and shall not cause or suffer Property Owner to comply settle or compromise any claim for or right to receive any Award or its rights under any proceeding with respect thereto without the prior written consent of Mezzanine Lender. Notwithstanding any provisions taking, Mezzanine Borrower shall continue to pay the Mezzanine Loan with interest thereon at the time and in this clause the manner provided for in the Mezzanine Note and the other Mezzanine Loan Documents and the Indebtedness shall subject Tenant to such costs, expenses, damages and losses as Landlord may incur not be reduced by reason of Tenant’s breach hereof includingsuch taking (or transfer in lieu thereof) unless and until any Award shall have been actually received and applied by Mezzanine Lender to such Indebtedness and then only to such extent. Mezzanine Lender shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rates set forth herein and in the Mezzanine Note. Notwithstanding anything stated herein to the contrary, without limitationin the event the Property is being restored by the Property Owner pursuant to the Mortgage Loan Documents, attorneys’ feesMezzanine Lender shall agree to the release of the Award for restoration of the Property pursuant to the terms and conditions of the Mortgage Loan Documents, subject to Mezzanine Lender's rights to right to receive and approve all deliverables that are required to be provided to the Mortgage Lender under the terms of the Mortgage Loan Documents.

Condemnation and Eminent Domain. If Mortgagor shall give Mortgagee prompt notice of all proceedings, instituted or threatened, seeking condemnation or a taking by eminent domain or like process (herein collectively called “Taking”), of all or any part of the land and Property of which the Demised Premises are a partor affecting any related easement or appurtenance (including severance of, consequential damage to, or change in grade of streets), and shall deliver to Mortgagee copies of any portion thereofand all papers served in connection with any such proceeding. Mortgagee (or, after entry of decree of foreclosure, the purchaser at the foreclosure sale or decree creditor, as the case may be) is hereby authorized at its option to participate in such proceeding and control the same and to be represented therein by counsel of its own choice, and Mortgagor will deliver, or cause to be delivered to Mortgagee such instruments as may be requested by it from time to time to permit such participation or control. Mortgagor must obtain Mortgagee’s consent, which consent shall not be unreasonably withheld, to settle any such proceeding. Mortgagor hereby assigns, transfers and sets over unto Mortgagee the entire proceeds of any and all Awards resulting from any Taking. Mortgagee is hereby authorized to collect and receive from the condemnation authorities all Awards and is further authorized to give appropriate receipts and acquittances. Such Award or payment, less the amount of any expenses incurred in litigating, arbitrating, compromising, or settling any claim arising out of a Taking, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for applied in the taking or condemnation thereof, or in lieu of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereof, to the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereof, then this Lease, at the option of Landlord, shall terminate, and the Term hereof shall end as of such date as Landlord shall fix by notice in writing same manner as if such date they were the date designated as the last day proceeds from a casualty loss covered by insurance in accordance with Section 10.06 of the Term set forth above; Indenture and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if any, are hereby assigned to Landlord. Tenant agrees to execute and deliver any instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, remove all Tenant’s personal prop­erty therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the aforementioned notice. Failure by Tenant to comply accordance with any provisions in this clause shall subject Tenant to such costs, expenses, damages and losses as Landlord may incur by reason of Tenant’s breach hereof including, without limitation, attorneys’ feesSection 3.5 hereafter.

Condemnation and Eminent Domain. If the land and Property of which the Demised Premises are a partpremises leased herein, or any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or in lieu of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereof, to the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereof, then this Leaselease, at the option of the Tenant or Landlord, shall terminate, and the Term term hereof shall end as of such date as the Tenant or Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth abovewriting; and the Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedingsproceedings other than any portion of an award attributable to Tenant’s fixtures or personal property; and all rights of the Tenant to damages, if any, are hereby assigned to the Landlord. The Tenant agrees to execute and deliver any instruments promptly upon demandinstruments, at the expense of the Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property said lands and premises or any portion thereof. The Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premisessaid premises, remove all the Tenant’s personal prop­erty property therefrom and deliver up peaceable possession thereof to the Landlord or to such other party designated by the Landlord in the aforementioned notice. Failure by the Tenant to comply with any provisions in this clause shall subject the Tenant to such costs, expenses, damages and losses as the Landlord may incur by reason of the Tenant’s breach hereof including, without limitation, attorneys’ feeshereof.

Condemnation and Eminent Domain. A. If all or a substantial part of the land and Property Premises and/or the Premises Building are taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of which the Demised Premises are a part, or any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or by purchase in lieu of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereof, to the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereof, then this Lease, at the option of Landlord, shall terminate, and the Term hereof shall end as taking would prevent or materially interfere with the use of such date as Landlord shall fix by notice in writing as if such date were the Premises and/or the Premises Building for the purpose for which they are then being used, this Lease will terminate and the Rent and Additional Rent will be abated during the unexpired portion of the Lease effective on the date designated as physical possession is taken by the last day condemning authority. Tenant will have no claim to the condemnation award, except for the value of the Tenant Improvements, which shall be brought in a separate action by Tenant, at Tenant's sole cost and expense. B. In the event a portion of the Premises and/or the Premises Building is taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain or by purchase in lieu thereof, and this Lease is not terminated as provided in Section 16.A above, Landlord may, at Landlord's expense, restore the Premises and/or the Premises Building to the extent necessary to make them reasonably tenantable. The Rent and Additional Rent payable under this Lease during the unexpired portion of the Lease Term set forth above; shall be adjusted to such an extent as way be fair and reasonable under the circumstances. Tenant shall have no claim or right to the condemnation award with respect to the leasehold estate but, in a subsequent, separate proceeding, may make a separate claim or be entitled to any portion of any amount which may be awarded as damages or paid as for the result of such condemnation proceedings or paid as Tenant Improvements, trade fixtures and other personal property installed at the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; Premises by and all rights of Tenant to damages, if any, are hereby assigned to Landlord. Tenant agrees to execute and deliver any instruments promptly upon demand, at the expense of LandlordTenant and Tenant's moving expense. In no event will Tenant have any claim for the value of the unexpired Lease Term. C. Notwithstanding the foregoing, as may even if the Premises and/or the Premises Building are not affected in whole or in party by a taking, Landlord will have the right but not the obligation to terminate this Lease upon one hundred twenty (120) days prior written notice to Tenant if more than fifty percent (50%) of the land area of Suniland Center is taken by condemnation or eminent domain proceedings. Upon any such termination, Landlord and Tenant will each be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, remove released from all Tenant’s personal prop­erty therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the aforementioned notice. Failure by Tenant to comply with any provisions in further liability under this clause shall subject Tenant to such costs, expenses, damages and losses as Landlord may incur by reason of Tenant’s breach hereof including, without limitation, attorneys’ feesLease.

Condemnation and Eminent Domain. If the land and Property of which the Demised Premises are a part, or any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or in lieu of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereof, to the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereof, then this Lease, at the option of Landlord, shall terminate, and the Term hereof shall end as of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if any, are hereby assigned to Landlord. Tenant agrees to execute and deliver any instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, remove all Tenant’s personal prop­erty property therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages and losses as Landlord may incur by reason of Tenant’s breach hereof including, without limitation, reasonable attorneys’ fees.

Condemnation and Eminent Domain. If the land and Property of which the Demised Premises are a partLandlord's Real Property, or any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereoftherefor, or of if in lieu of any formal condemnation proceedings or actions, the Landlord shall grant an option to purchase and or and/or shall sell and convey the Property said Premises or any portion thereof, to the any governmental or other public authority, agency agency, body or public utility utility, seeking to take the Premises and the Landlord's Real Property or any portion thereof, then this Lease, at the option of the Landlord, shall terminate, and the Term hereof shall end as of such date as the Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth abovewriting; and the Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of the Tenant to damages, if any, are hereby assigned to the Landlord. The Tenant agrees to execute and deliver any instruments promptly upon demandinstruments, at the expense of the Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Landlord's Real Property and the Premises or any portion thereof. The Tenant covenants and agrees at its sole cost and expense to vacate the Demised said Premises, remove all the Tenant’s 's personal prop­erty property therefrom and deliver up peaceable possession thereof to the Landlord or to such other party designated by the Landlord in the aforementioned notice. Failure by Anything hereinabove to the contrary notwithstanding, it is understood that, without affecting the Landlord's award as above referred to, the Tenant may make such independent claim as the law may allow with respect to comply with any provisions in this clause shall subject Tenant to such costs, the Tenant's moving expenses, damages relocation expenses, and actual direct losses as Landlord may incur by reason of Tenant’s breach hereof including, without limitation, attorneys’ feesto tangible personal property.

Condemnation and Eminent Domain. If In the land and Property event that any condemnation proceedings are instituted, or notice of which the Demised Premises are a partintent to condemn is given, with respect to all or any portion thereofof the Land and/or the Improvements, Seller shall be taken under eminent domain or promptly notify Buyer thereof in writing. if the condemnation proceedingswill not result in a Material and Adverse Effect (as hereinafter defined) on the Property, or if suit or other action Buyer shall be instituted for consummate the taking or condemnation thereof, or in lieu purchase of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereof, to without reduction of the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereof, then this Lease, at the option of Landlord, shall terminatePurchase Price, and the Term hereof right to collect any condemnation award or compensation for such condemnation shall end as be assigned by Seller to Buyer at Closing. For the purposes of this Section, "Material and Adverse Effect" shall mean a condemnation (i) for which the pro tanto award is in excess of One Million and 00/100 Dollars ($1,000,000) or (ii) which would result in the Property being left with parking spaces below what is required to be provided under the Lease or by applicable zoning requirements. if the condemnation will result in a Material and Adverse Effect on the Property, Buyer may elect, within ten (10) days of notice thereof, either to (a) accept an assignment of any condemnation award or compensation for such date as Landlord condemnation from Seller at Closing whereupon this Agreement shall fix by notice continue in writing as if such date were full force and effect with no reduction in the date designated as the last day of the Term set forth above; Purchase Price, and Tenant Seller shall have no claim further liability or right obligation to claim repair such damage or to replace the Property; or (b) terminate this Agreement. If Buyer elects to terminate this Agreement, Buyer shall give written notice to Seller thereof within such ten (10) day period, the Deposit shall be entitled returned to Buyer, and thereafter neither party will have any portion further rights or obligations hereunder, except for any obligations that expressly survive termination. If Buyer fails to notify Seller within such ten (10) day period of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such optionBuyer's intention to terminate this Agreement, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if any, are hereby assigned to Landlord. Tenant agrees to execute and deliver any instruments promptly upon demand, at the expense of Landlord, as may then Buyer shall be deemed necessary or required to expedite any condemnation proceedings or have elected option (a) and Buyer and Seller shall proceed to effectuate a proper transfer Closing in accordance with the terms and conditions of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, remove all Tenant’s personal prop­erty therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages and losses as Landlord may incur by reason of Tenant’s breach hereof including, without limitation, attorneys’ feesAgreement.

Condemnation and Eminent Domain. If (a) Any and all awards up to the land and Property amount of which the Demised Premises are a part, Obligations (the "Awards") heretofore or hereafter made or to be made by any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit governmental or other action shall be instituted lawful authority for the taking by condemnation or condemnation eminent domain, of all or any part of the Premises (including any award from the United States government at any time after the allowance of a claim therefor, the ascertainment of the amount thereof, and the issuance of a warrant for payment thereof), or the proceeds from a transfer in lieu of such condemnation or eminent domain are hereby assigned by Mortgagor to Mortgagee, which Awards Mortgagee is hereby authorized to collect and receive from the condemnation authorities, and Mortgagee is hereby authorized to give appropriate receipts and acquittances therefor, and Mortgagee is hereby appointed as Mortgagor's attorney-in-fact, coupled with an interest, to collect such Awards. Mortgagor shall give Mortgagee prompt notice of the actual or threatened commencement of any formal condemnation or eminent domain proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property affecting all or any portion thereofpart of the Premises and shall deliver to Mortgagee copies of any and all papers served in connection with any such proceedings. Mortgagor further agrees to make, execute, and deliver to Mortgagee, upon request, any and all further assignments and other instruments reasonably necessary for the governmental purpose of validly and sufficiently assigning all Awards and other compensation hereafter made to Mortgagor for any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale in lieu of such taking, and to facilitate Mortgagee's collection and receipt of the same. If notwithstanding the foregoing provisions any Award or other public authoritycompensation described above is nonetheless paid to Mortgagor, agency body Mortgagor shall hold such monies in trust for the benefit of Mortgagee and shall immediately pay the same to Mortgagee. Neither Mortgagor nor Mortgagee may settle or public utility seeking to take the Property or compromise any portion thereof, then this Lease, at the option of Landlord, shall terminate, and the Term hereof shall end as of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim for or right to claim receive any Award (or be entitled to related compensation) or its rights under any portion proceeding with respect thereto without the prior written consent of the other. Notwithstanding any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if any, are hereby assigned to Landlord. Tenant agrees to execute and deliver any instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, remove all Tenant’s personal prop­erty therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages and losses as Landlord may incur by reason of Tenant’s breach hereof taking (including, without limitation, attorneys’ feesany transfer made in lieu of such taking), the Obligations shall not be reduced by reason of such taking (or transfer in lieu thereof) unless and until any Award (or related compensation) shall have been actually received and applied by Mortgagee to such Obligations and then only to such extent. Mortgagee shall not be limited to any interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at the rate set forth in the Notes. (b) In the event of any partial taking of the Premises or any interest in the Premises (or transfer in lieu thereof) which leaves the Premises (after taking into account any Restoring to be performed) as an architectural and economic unit of the same character and not materially less valuable than the same was prior to the taking, provided no Event of Default shall have occurred, then the Award and other compensation paid in connection therewith shall be disbursed to Mortgagor and Mortgagor shall Restore the Premises to the extent required by Section 10(c) hereof. In the event of any taking (or transfer in lieu thereof), other than a taking (or transfer in lieu thereof) under which the Award (or other compensation) is required to be disbursed to Mortgagor as provided in the immediately preceding sentence, then any Award (and related compensation) shall be applied against the Obligations in such order or manner as Mortgagee shall elect. Any application of any Award (or other compensation) pursuant to this Section 11 to pay principal outstanding under the Notes shall not subject Mortgagor to the obligation to pay any prepayment premium.

Condemnation and Eminent Domain. If the land and Property of which the Demised Premises are a part, or any portion thereof, Mortgagee shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or in lieu of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereof, to the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereof, then this Lease, at the option of Landlord, shall terminate, and the Term hereof shall end as of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim or right to claim or be entitled to receive any portion of any amount and all sums which may be awarded or become payable to Mortgagor for the condemnation of, or taking upon exercise of the right of Eminent Domain with respect to, any of the Mortgaged Property for public or quasi-public use, or by virtue of private sale in lieu thereof, and any sums which may be awarded or become payable to Mortgagor for damages caused by public works or construction on or near the Mortgaged Property. Mortgagor shall give immediate written notice to Mortgagee of any such proceedings affecting the Mortgaged Property, and shall afford Mortgagee an opportunity to participate in any proceeding or settlement of awards with respect thereto. All such sums are hereby assigned to Mortgagee, and Mortgagor shall, upon request of Mortgagee, make, execute, acknowledge, and deliver any and all additional assignments and documents as damages may be necessary from time to time to enable Mortgagee to collect and receipt for any such sums. Mortgagee shall not be, under any circumstances, liable or paid as responsible for failure to collect, or exercise diligence in the result collection of, any of such condemnation proceedings or paid as sums. Any sums so collected shall be applied by Mortgagee, first, to the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damagesexpenses, if any, are hereby assigned to Landlordof collection, in accordance with Section 6.4 hereof. Tenant agrees to execute and deliver any instruments promptly upon demandNotwithstanding the foregoing, at the expense of Landlordif, as may be deemed necessary or required to expedite any condemnation after such proceedings or private sale in lieu thereof, Mortgagee determines in its reasonable judgment that the remainder of the Mortgaged Property can be restored in such a manner as to effectuate a proper transfer preserve substantially the economic value thereof and Mortgagor is not then otherwise in Default, upon request of title Mortgagor such sums so held by Mortgagee shall be made available for such restoration and disbursed by Mortgagee during the course of such restoration under safeguards reasonably satisfactory to such governmental or other public authorityMortgagee. Any sums remaining after completion of restoration shall be applied in accordance with Section 6.4. In the event of any partial taking of the Mortgaged Property under this Subsection, agencyMortgagee may, body or public utility seeking to take or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense discretion, apply the funds received first to vacate the Demised Premises, remove all Tenant’s personal prop­erty therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages if any, of collection; second, to any unpaid interest which is due and losses as Landlord may incur by reason delinquent and, third, to principal of Tenant’s breach hereof includingthe Secured Indebtedness, without limitation, attorneys’ feesin lieu of applying Section 6.4.

Condemnation and Eminent Domain. If Any and all awards compensation or payment heretofore or hereafter made or to be made to the land and Property of which the Demised Premises are a part, present or any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or in lieu subsequent owner of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or by any portion thereof, to the governmental or other public authoritylawful authority for the taking, agency body by condemnation or public utility seeking to take the Property eminent domain, of all or any portion thereofpart of the Property, then this Lease(including any award from the United States governmental at any time after the allowance of a claim therefor, at the option ascertainment of Landlord, shall terminatethe amount thereto, and the Term hereof shall end as issuance of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price a warrant for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if anypayment thereof) (collectively "Awards"), are hereby assigned by Borrower to LandlordLender to secure payment of the Secured Obligations. Tenant agrees to execute and deliver Provided that the estimated amount of the Award is less than $2,000,000, does not involve any instruments promptly upon demandportion of the buildings on the Property, at the expense of Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to taking by such governmental or other public authority, agency, body or public utility seeking to take or acquire lawful authority does not involve a material portion of the Property and no Event of Default or Unmatured Default has occurred and is continuing, Borrower shall have the right to negotiate and settle any Awards. In all other events, Lender shall have the right to negotiate and settle all Awards. All Awards shall be deposited with Lender to be disbursed in accordance with the provisions of this Article 6. Lender is hereby authorized to collect and receive from the condemnation authorities all Awards and to give appropriate receipts therefor. Borrower, upon obtaining knowledge thereof, shall give Lender prompt notice of the actual or threatened commencement of any condemnation or eminent domain proceedings affecting all or any portion thereofpart of the Property, and shall deliver to Lender copies of any and all papers served in connection with any such proceedings. Tenant covenants and Borrower further agrees at its sole cost and expense to vacate the Demised Premisesmake, remove all Tenant’s personal prop­erty therefrom execute and deliver up peaceable possession thereof to Landlord Lender, free and clear of any encumbrance of any kind whatsoever, any and all further assignments and other instruments reasonably deemed necessary by Lender for the purpose of validly and sufficiently assigning all Awards and other compensation heretofore, now and hereafter made to Borrower for any taking, either permanent or to temporary, under any such other party designated proceeding. Notwithstanding the foregoing, any actual, reasonable, out-of-pocket expenses incurred by Landlord Lender in the aforementioned notice. Failure by Tenant to comply intervening in such action or compromising and settling such action or claim, or collecting such proceeds shall be Costs hereunder, payable in accordance with any provisions in this clause shall subject Tenant to such costs, expenses, damages and losses as Landlord may incur by reason of Tenant’s breach hereof including, without limitation, attorneys’ feesSection 8.2 or deducted from Awards.

Condemnation and Eminent Domain. If (a) Any and all awards (the land and Property of which the Demised Premises are a part, "Awards") heretofore or hereafter made or to be made by any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit governmental or other action shall be instituted lawful authority for the taking by condemnation or condemnation eminent domain, of all or any part of the Premises (including any award from the United States government at any time after the allowance of a claim therefor, the ascertainment of the amount thereof, and the issuance of a warrant for payment thereof), or the proceeds from a transfer in lieu of a taking in connection with any formal such condemnation or eminent domain are hereby assigned by Mortgagor to Mortgagee, which Awards Mortgagee is hereby authorized to collect and receive from the condemnation authorities, and Mortgagee is hereby authorized to give appropriate receipts and acquittances therefor, and Mortgagee is hereby irrevocably appointed as Mortgagor's attorney-in-fact, coupled with an interest, to collect such Awards. Mortgagor shall give Mortgagee immediate notice of the actual or threatened commencement of any condemnation or eminent domain proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property affecting all or any portion thereofpart of the Premises and shall deliver to Mortgagee copies of any and all papers served in connection with any such proceedings. Mortgagor further agrees to make, execute, and deliver to Mortgagee, at any time upon request, free, clear, and discharged of any encumbrance of any kind whatsoever, any and all further assignments and other instruments deemed necessary by Mortgagee for the purpose of validly and sufficiently assigning all Awards and other compensation heretofore and hereafter made to Mortgagor for any taking, either permanent or temporary, under any such proceeding and all proceeds paid from a sale or other transfer in lieu of or in connection with such taking, and to facilitate Mortgagee's collection and receipt of the same. If notwithstanding the foregoing provisions any Award or other compen- (b) In the event of any partial taking of the Premises or any interest in the Premises (or transfer in lieu thereof or in connection therewith) which in the sole judgment of Mortgagee leaves the Premises (after taking into account any Restoring to be performed) as an architectural and economic unit of the same character and not materially less valuable than the same was immediately prior to the taking, and (i) in Mortgagee's reasonable judgment the cost of Restoring the Premises is less than Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) and such Restoring can be substantially completed before the date which is three (3) months prior to the Maturity Date, then Mortgagee, upon request by Mortgagor, shall permit Mortgagor to apply for and receive the Award proceeds and other compensation paid in connection therewith directly from the condemning authority (and Mortgagee shall advise the condemning authority to pay over such Awards directly to Mortgagor), to the governmental or other public authorityextent required to pay for any such Restoring, agency body or public utility seeking with any excess thereof being paid to take Mortgagee to be applied against the Property or any portion thereofObligations, (ii) in Mortgagee's reasonable judgment the cost of Restoring the Premises is greater than Two Hundred Fifty Thousand Dollars ($250,000.00) but less than One Million Dollars ($1,000,000.00) and such Restoring can be substantially completed before the date which is three (3) months prior to the Maturity Date), then this Leasethe Awards and other compensation paid in connection therewith (after deducting Mortgagee's fees as provided in Section 13(a) hereof) shall be applied to reimburse Mortgagor for the cost of Restoring the Premises and Mortgagor shall Restore the Premises in accordance with Section 12 hereof, or (iii) in Mortgagee's reasonable judgment the cost of Restoring the Premises is greater than One Million Dollars ($1,000,000.00) or such Restoring cannot be substantially completed before the date which is three (3) months prior to the Maturity Date), then Mortgagee shall, in its sole discretion, apply the Awards either (x) to reduce the Obligations, in such order or manner as Mortgagee may elect; or (y) to reimburse Mortgagor for or to pay the cost of Restoring the loss or damage caused by such taking (after deducting Mortgagee's fees as provided in Section 13(a) hereof) and Mortgagor shall Restore the Premises in accordance with Section 12 hereof, and in either event, any such Award and other compensation paid in connection therewith (after deducting Mortgagee's fees as provided in Section 13(a) hereof) shall be disbursed in the same manner, and subject to the same limitations, as provided in Section 12 hereof for the application of insurance proceeds; provided, however, that any surplus after payment of such cost of Restoring shall, at the option election of LandlordMortgagee, be applied against the Obligations, in such order and manner as Mortgagee shall terminate, and the Term hereof shall end as of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if any, are hereby assigned to Landlord. Tenant agrees to execute and deliver any instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, remove all Tenant’s personal prop­erty therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages and losses as Landlord may incur by reason of Tenant’s breach hereof including, without limitation, attorneys’ feeselect.

Condemnation and Eminent Domain. If In the land event the whole of the Premises is taken by condemnation or eminent domain, this Lease shall terminate and Property of which expire on the Demised Premises are a part, or any portion thereof, shall be date that possession is taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for by the taking or condemnation thereof, or in lieu of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereof, to the governmental or other public condemning authority, agency body or public utility seeking to take the Property or any portion thereof, then this Lease, at the option of Landlord, shall terminate, and the Term hereof rent shall end as of be apportioned to such date as and all prepaid rents shall be forthwith repaid to Tenant. If only a portion of the Premises shall be so taken and if in Tenant’s opinion the remaining portion of the Premises shall be inadequate or unsuitable for use by it for its business purposes, then, at Tenant’s option, to be exercised by written notice given to Landlord not later than 30 days prior to the intended date of termination, this Lease may be terminated by Tenant and rent hereunder shall fix by notice in writing as if be apportioned to such date were and any prepaid rent shall be forthwith repaid to Tenant. In the date designated as event of any such taking which does not result in this Lease being terminated, then, subject to the last day remaining terms and provisions of this Xxxxxxxxx 00, Xxxxxxxx shall rebuild and restore the remaining portions of the Term set forth abovePremises and the Building as nearly as possible to their respective conditions as existed immediately prior to such taking; provided, however, that (a) Landlord’s obligations to restore the Tenant Improvements shall be limited to the amount of the Tenant Improvement Allowance specified in the attached Schedule “B”, prorated on the basis that the rentable area in the Premises subject to such taking bears to the total rentable in the Premises immediately prior to such taking and (b) Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such optionrestore, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if any, are hereby assigned to Landlord. Tenant agrees to execute and deliver any instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense expense, all other improvements to vacate the Demised PremisesPremises including any Tenant Improvements not restored by Landlord. Notwithstanding anything provided herein to the contrary, remove in the event the condemnation award received by Landlord from any such taking (less expenses incurred in collecting the same and any amounts retained by any ground lessors or mortgagees of Landlord) is insufficient to rebuild or restore the Premises or the Building to substantially their respective conditions as existed immediately prior to such taking, then Landlord shall have the option to terminate this Lease upon written notice to Tenant. In the event this Lease is terminated as a result of any taking, all rent shall be apportioned to the time that title to the Building or that portion of the Premises being taken have vested in the condemning or purchasing party. All compensation award or paid upon any total or partial taking shall belong to and be the property of Landlord. Tenant shall have no right or claim to any part of the condemnation award made to or received by Landlord; provided, however, that Tenant shall have the right, to the extent Landlord’s award is not reduced or prejudiced thereby, to seek and obtain from the condemning authority such compensation as may be recoverable by Tenant for the costs of any Tenant Improvements paid for by Tenant in excess of the Tenant Improvement Allowance, relocation expenses and for the taking of any of Tenant’s personal prop­erty therefrom and deliver up peaceable possession thereof property. In no event shall Tenant have any right to Landlord claim or receive any portion of the condemnation award attributable to such other party designated by Landlord in the aforementioned notice. Failure by Tenant to comply with any provisions Tenant’s leasehold interest in this clause shall subject Lease, the value of the unexpired Term of this Lease or any Tenant Improvements to such costs, expenses, damages and losses as Landlord may incur the Premises paid for by reason of Tenant’s breach hereof including, without limitation, attorneys’ feesLandlord.

Condemnation and Eminent Domain. A. If all or a substantial part of the land and Property of which the Demised Premises are a parttaken for any public or quasi-public use under any governmental law, ordinance or any portion thereof, shall be taken under regulation or by right of eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or by purchase in lieu of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereof, to the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereof, then this Lease, at the option of Landlord, shall terminate, and the Term hereof shall end taking would prevent or materially and adversely interfere with the use of the Premises for the purpose for which they are then being used, this Lease will be deemed to terminate as a result of and as of such date as Landlord shall fix by notice in writing as if such date were the date designated as of such taking, and the last day Rent will be abated during the unexpired portion of this Lease effective on the date physical possession is taken by the condemning authority. Tenant will have no claim to any portion of the condemnation award and hereby irrevocably waives any portion of the condemnation award and any right to appear in the condemnation proceedings. Tenant covenants that it will not file any pleading or claim in the condemnation proceedings and that any claim filed will be a default by Tenant under this Lease. For purposes of this paragraph 19.A, "substantial part of the Premises" shall mean at least twenty percent (20%) of the usable area of the Premises. B. In the event a portion of the Premises is taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof, and this Lease is not terminated as provided in paragraph A above, Landlord may, at Xxxxxxxx's expense, restore the Premises to the extent necessary to make them reasonably tenantable. The Rent payable under this Lease during the unexpired portion of the Lease Term set forth above; shall be adjusted to such an extent as may be fair and reasonable under the circumstances. Tenant shall have no claim or right to claim or be entitled to any portion of any amount which the condemnation award with respect to the leasehold estate but, in a separate proceeding, may be awarded as damages or paid as make a separate claim for trade fixtures and improvements installed in the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; Premises by and all rights of Tenant to damages, if any, are hereby assigned to Landlord. Tenant agrees to execute and deliver any instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary Xxxxxx and Xxxxxx's moving expenses. In no event will Tenant have any claim for the value of the unexpired Lease Term. Tenant shall cooperate with Landlord in order for Landlord to obtain the highest possible award from the condemning authority. Tenant is hereby specifically prohibited from making any claim which could reduce the condemnation award to Landlord and Tenant hereby forever irrevocably waives any right or required claim to expedite or interest in any portion of any condemnation award related to the Premises. C. Notwithstanding the foregoing, even if the Premises are not affected in whole or in part by a taking, Landlord will have the right to terminate this Lease upon ten (10) days prior written notice to Tenant if a material portion of the Building is taken by condemnation or eminent domain proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property or any portion by purchase in lieu thereof. Upon any such termination, Landlord and Tenant covenants and agrees will each be released from all further liability under this Lease. For purposes of this paragraph C, "material portion of the Building" shall mean at its sole cost and expense to vacate least twenty percent (20%) of the Demised Premises, remove all Tenant’s personal prop­erty therefrom and deliver up peaceable possession thereof to Landlord Net Rentable Area of the Building or to such other party designated by Landlord in Common Area of the aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages and losses as Landlord may incur by reason of Tenant’s breach hereof including, without limitation, attorneys’ feesBuilding.

Condemnation and Eminent Domain. If Any and all awards heretofore or hereafter made or to be made to the land and Property of which the Demised Premises are a part, present or any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for subsequent owner of the taking or condemnation thereof, or in lieu of Mortgaged Property by any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereof, to the governmental or other public authoritylawful authority for the taking, agency body by condemnation or public utility seeking to take the Property eminent domain, of all or any portion thereofpart of the Mortgaged Property (including any award from the United States government at any time after the allowance of a claim therefor, then this Lease, at the option ascertainment of Landlord, shall terminatethe amount thereto, and the Term hereof shall end as issuance of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price a warrant for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if anypayment thereof), are hereby assigned by Borrower to LandlordLender, which awards Lender is hereby authorized to negotiate, collect and receive from the condemnation authorities. Tenant Lender is hereby authorized to give appropriate receipts and acquittances therefor. Anything to the contrary notwithstanding, interest on any and all amounts due under the Note and secured hereby shall continue to accrue until the Note is paid in full. Borrower shall give Lender immediate notice of the actual or threatened commencement of any condemnation or eminent domain proceedings of which it has knowledge affecting all or any part of the Mortgaged Property (including severance of, consequential damage to or change in grade of streets), and shall immediately deliver to Lender copies of any and all papers served in connection with any such proceedings. Borrower further agrees to make, execute and deliver to Lender, free and clear of any encumbrance of any kind whatsoever, any and all further assignments and other instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary by Lender for the purpose of validly and sufficiently assigning all awards and other compensation heretofore, now and hereafter made to Borrower for any taking, either permanent or required temporary, under any such proceeding. Subject to expedite any condemnation proceedings or to effectuate a proper transfer the rights of title to Qualified Sublessees (as such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, remove all Tenant’s personal prop­erty therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord term is defined in the aforementioned noticeGround Lease) and subleasehold financings which have been approved by the Lender, any such award for any taking of that portion of the Mortgaged Property comprising the building constructed and occupied by Ground Lessee and/or the land used by Ground Lessee in connection therewith, shall, if required by the Lender, be paid to the Lender to be applied to prepay the indebtedness secured hereby, provided, however, if any such taking is for less than twenty-five (25%) percent of such land and/or building and Ground Lessee shall demonstrate to the reasonable satisfaction of the Lender that the Ground Lessee's use of the remaining land and building for Ground Lessee's intended use remains financially viable, then any such award shall be paid to Ground Lessee for Restoration in accordance with the provisions of and in the same manner as is provided for insurance proceeds in Paragraph 3.05(d) hereof. Failure by Tenant to comply with Notwithstanding the foregoing, any provisions in this clause shall subject Tenant to such costs, expenses, damages and losses as Landlord may incur by reason of Tenant’s breach hereof including, without limitation, attorneys’ fees' fees and expenses, incurred by Lender in intervening in such action or compromising and settling such action or claim, or collecting any such awards, shall be reimbursed to Lender first out of any such award.

Condemnation and Eminent Domain. If (a) In the land event of a taking for any public or quasi-public use or purpose, by any lawful power or authority, by exercise of the right of condemnation or eminent domain, or by agreement between Landlord and Property those having the authority to exercise such right (hereinafter called a "Taking") of which the entire Demised Premises or such substantial portion thereof so that the balance of the Demised Premises are is not suitable for the conduct of Tenant's normal business operations therein, then this Lease .and the terms hereof shall cease and expire on the date of transfer of possession in connection with the Taking. (b) In the event of a partTaking of any portion of the Demised Premises as a result of which this Lease is not terminated as provided above, or a Taking of more than forty (40%) percent of the leasable space at the Building (whether or not any portion of Demised Premises is included-in the Taking), or a permanent denial or substantial impairment of adequate access to the Building and Demised Premises, then, in such event, Landlord or Tenant may, at its option, terminate this Lease by giving notice of termination to the other within sixty (60) days after receipt by Tenant of notice that the Taking twill occur, such notice of termination to be effective -as of the date of transfer of possession in connection with the Taking. (c) In the event this Lease is not terminated pursuant to the terms of this Paragraph, then Landlord shall promptly commence and with due diligence continue to restore the portion of the Building and the Demised Premises remaining after the Taking to substantially the same condition and tenantability as existed immediately preceding the Taking, to the extent such restoration may be accomplished with the available net proceeds of the award or payment to Landlord in connection with the Taking. During the period of restoration by Landlord, if the Taking or such restoration shall cause a material adverse impact on Tenant's business at Demised Premises, basic annual rent and additional rent shall be abated and adjusted in an equitable fashion. Upon completion of the restoration, basic annual rent and additional rent shall also be abated and adjusted in such manner as shall be just and equitable. In the event that Landlord shall fail to commence such restoration as hereinabove required, or if such restoration shall not be completed within twelve (12) months from and after the date of transfer of possession in connection with Taking, then, in either such event, Tenant shall have the right, as its exclusive remedy, to terminate this Lease by notice to Landlord, such notice to specify the effective date of termination. (d) Whether or not this Lease shall be terminated pursuant to the terms of this Paragraph, Tenant shall have the right in connection with any Taking to assert all claims available to it for loss of leasehold improvements, trade fixtures and equipment, moving expenses and such other items of loss or damage as Tenant shall suffer as a result of the Taking with respect to which Tenant shall, from time to time under applicable law, be permitted to make an independent claim, provided that such claim by Tenant will not reduce the award or payment to Landlord in connection with the Taking. (e) Notwithstanding any provision of this Paragraph, in no event shall Landlord be obligated to expend, in connection with the repair or restoration of the Demised Premises pursuant to this Paragraph, any amount in excess of the award or payment in connection with the Taking. In the event that such award or payment shall be insufficient for the repair or restoration or in the event that Landlord's mortgagee shall apply all or any portion thereofof such award of payment to the reduction of the indebtedness secured by such mortgage, shall be taken under eminent domain then to the extent of such unavailable award or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or in lieu of any formal condemnation proceedings or actionspayment, Landlord shall grant an option to purchase and be excused from the performance of repair or shall sell and convey the Property or any portion thereof, to the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereof, then this Lease, at the option of Landlord, shall terminate, and the Term hereof shall end as of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if any, are hereby assigned to Landlord. Tenant agrees to execute and deliver any instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, remove all Tenant’s personal prop­erty therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages and losses as Landlord may incur by reason of Tenant’s breach hereof including, without limitation, attorneys’ feesrestoration work hereunder.

Condemnation and Eminent Domain. If the land and Property premises leased herein, or a major portion thereof, of which the Demised Premises leased premises are a part, or any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or in lieu of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property said premises or any portion thereof, to the governmental or other public authority, agency agency, body or public utility utility, seeking to take the Property said land and premises or any portion thereof, then this Leaselease, at the option of the Landlord, shall terminate, and the Term term hereof shall end as of such date as and Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth abovewriting; and Tenant shall have no claim or right or claim to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for of such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant Tenants to damages, if any, are hereby assigned to Landlord. Tenant agrees to execute and deliver any instruments promptly upon demandinstruments, at the expense of the Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property said lands and premises or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premisessaid premises, remove all Tenant’s tenant's personal prop­erty property therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages and losses as Landlord may incur by reason of Tenant’s 's breach hereof including, without limitation, attorneys’ feesthereof.

Condemnation and Eminent Domain. If 13.1 An appropriation or taking under the land and Property power of which the Demised Premises are a parteminent domain of all, or a portion, of the Premises or the sale by private sale of all, or a portion of same in lieu thereof, are sometimes hereinafter called a "taking." 13.2 In the event of the taking of: (i) the entire Premises; (ii) any portion thereofof the Premises so that the remainder thereof is not one undivided parcel of property; (iii) any portion of the improvements located on the Premises, shall be taken under eminent domain so that the remainder thereof is not reasonably adapted to the continued use of the Premises by Tenant; (iv) any portion of the parking area on the Premises so that a portion of said parking area is so separated from the remainder thereof that in Tenant's opinion the parking area available to Tenant or condemnation proceedingscustomers of Tenant is so limited that the continued leasing of the Premises by Tenant is impracticable or unprofitable; or (v) access, or if suit or other action shall be instituted for the whether by a taking or condemnation thereofotherwise, of the Premises to adjoining thoroughfares, so that such accessibility is so limited and reduced that in Tenant's opinion the continued leasing of the Premises by Tenant will become impracticable or in lieu of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereof, to the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereofunprofitable, then this Lease, at the option of Landlord, shall terminate, and the Term hereof shall end as of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim or the right to claim cancel and terminate this Lease. Within ninety (90) days after receipt by Tenant of written notice that an action has been commenced in either the state or federal courts for the condemnation of any portion of the Premises or of Landlord's intent to sell any portion of such property In lieu of condemnation, Tenant may, by written notice to Landlord, notify Landlord of its election to cancel and terminate this Lease pursuant to the provisions of this Section 13.1.2, which said notice may be conditioned upon an actual order of condemnation, taking of possession, or sale, and may be made to take effect as of the date of such order, taking or sale, or of the deprivation of access, or at any earlier date. Landlord shall be entitled to any portion of any amount which may be awarded condemnation award payable as damages or paid as the a result of such condemnation proceedings taking, provided, however, that Tenant shall have the right to make a separate claim against the condemning authority for Tenant's trade fixtures, equipment or paid as the purchase price for such optionother tangible property, sale or conveyance in lieu moving expenses, loss of formal condemnation proceedings; business and all rights of Tenant to damagessimilar claims, if anyavailable, are hereby assigned to provided, however, that any such claim by Tenant shall not reduce the amount of Landlord's award. 13.3 Except as provided in Section 13.2 above, this Lease shall remain in full force and effect in the event of the taking of any portion of the Premises. Tenant agrees to execute and deliver any instruments promptly upon demandUnless this Lease is terminated as provided in Section 13.2 hereof, Landlord shall forthwith, at its expense, make all repairs and alterations to the expense Premises and the improvements thereon necessitated by such taking or sale, and, if such taking affects the size of Landlordthe Building, as may then Base Rent shall be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer abated on the basis of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, remove all Tenant’s personal prop­erty therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord percentage of reduction in square feet in the aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages and losses as Landlord may incur by reason of Tenant’s breach hereof including, without limitation, attorneys’ feesBuilding.

Condemnation and Eminent Domain. If the land and Property BUILDING of which the Demised Premises leased PREMISES are a part, or any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or if in lieu of any formal condemnation proceedings or actions, Landlord the LANDLORD shall grant an option to purchase and or shall sell and convey the Property said PREMISES or any portion thereof, to the governmental or other public authority, agency agency, body or public utility utility, seeking to take the Property said land and PREMISES or any portion thereof, then this Leaselease, at the option of Landlordto the LANDLORD, shall terminate, and the Term term hereof shall end as of such date as Landlord the LANDLORD shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth abovewriting; and Tenant the TENANT shall have no only such claim or right to claim or be entitled to any portion of any amount which damages as may be awarded by law compensable and attributable to the value of the leasehold created by this lease, All rights to the TENANT to damages other than as damages or paid to the value of the leasehold created by this Agreement, together with relocation expenses as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damagesaforesaid, if any, are hereby assigned to Landlordthe LANDLORD. Tenant The TENANT agrees to execute and deliver any instruments promptly upon demandinstruments, at the expense of Landlordthe LANDLORD, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property said lands and PREMISES or any portion thereof. Tenant The TENANT covenants and agrees at its sole cost and expense to vacate the Demised Premisessaid PREMISES, remove all Tenant’s the TENANT'S personal prop­erty property therefrom and deliver up peaceable possession thereof to Landlord the LANDLORD or to such other party designated by Landlord the LANDLORD in the aforementioned notice. Failure by Tenant the TENANT to comply with any provisions in this clause shall subject Tenant the TENANT to such costs, expenses, damages and losses as Landlord the LANDLORD may incur by reason of Tenant’s the TENANT'S breach hereof including, without limitation, attorneys’ feeshereof.

Condemnation and Eminent Domain. If (a) In the land event of a taking for any public or quasi-public use or purpose, by any lawful power or authority, by exercise of the right of condemnation or eminent domain, or by agreement between Landlord and Property those having the authority to exercise such right (hereinafter called a "Taking") of which the entire Demised Premises or such substantial portion thereof so that the balance of the Demised Premises are is not suitable for the conduct of Tenant's normal business operations therein, then this Lease and the terms hereof shall cease and expire on the date of transfer of possession in connection with the Taking. (b) In the event of a partTaking of any portion of the Demised Premises as a result of which this Lease is not terminated as provided above, or a Taking of more than forty (40W) percent of the leasable space at the Building (whether or not any portion of Demised Premises is included in the Taking), or a permanent denial or substantial impairment of adequate access to the Building and Demised Premises, then, in such event, Landlord or Tenant may, at its option, terminate this Lease by giving notice of termination to the other within sixty (60) days after receipt by Tenant of notice that the Taking will occur, such notice of termination to be effective as of the date of transfer of possession in connection with the Taking. (c) In the event this Lease i8 not terminated pursuant to the terms of this Paragraph, then Landlord shall promptly commence and with due diligence continue to restore the portion of the Building and the Demised Premises remaining after the Taking to substantially the same condition and tenantability as existed immediately preceding the Taking, to the extent such restoration may be accomplished with the available net proceeds of the award or payment to Landlord in connection with the Taking. During the period of restoration by Landlord, if the Taking or such restoration shall cause a material adverse impact on Tenant's business at Demised Premises, basic annual rent and additional rent shall be abated and adjusted in an equitable fashion. Upon completion of the restoration, basic annual rent and additional rent shall also be abated and adjusted in such manner as shall be just and equitable. In the event that Landlord shall fail to commence such restoration as hereinabove required, or if such restoration shall not be completed within twelve (12) months from and after the date of transfer of possession in connection with Taking, then, in either such event, Tenant shall have the right, as its exclusive remedy, to terminate this Lease by notice to Landlord, such notice to specify the effective date of termination. (d) Whether or not this Lease shall be terminated pursuant to the terms of this Paragraph, Tenant shall have the right in connection with any Taking to assert all claims available to it for loss of leasehold interest, loss of leasehold improvements, trade fixtures and equipment, and such other items of loss or damage as Tenant shall suffer as a result of the Taking with respect to which Tenant shall, from time to time under applicable law, be permitted to make an independent claim, provided that such claim by Tenant will not reduce the award or payment to Landlord in connection with the Taking. (e) Notwithstanding any provision of this Paragraph, in no event shall Landlord be obligated to expend, in connection with the repair or restoration of the Demised Premises pursuant to this Paragraph, any amount in excess of the award or payment in connection with the Taking. In the event that such award or payment shall be insufficient for the repair or restoration or in the event that Landlord's mortgagee shall apply all or any portion thereofof such award of payment to the reduction of the indebtedness secured by such mortgage, shall be taken under eminent domain then to the extent of such unavailable award or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or in lieu of any formal condemnation proceedings or actionspayment, Landlord shall grant an option to purchase and be excused from the performance of repair or shall sell and convey the Property or any portion thereof, to the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereof, then this Lease, at the option of Landlord, shall terminate, and the Term hereof shall end as of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if any, are hereby assigned to Landlord. Tenant agrees to execute and deliver any instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, remove all Tenant’s personal prop­erty therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages and losses as Landlord may incur by reason of Tenant’s breach hereof including, without limitation, attorneys’ feesrestoration work hereunder.

Condemnation and Eminent Domain. If the land and Property of which the Demised Premises are a part, or any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or in lieu of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereof, to the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereof, then this Lease, at the option of Landlord, shall terminate, and the Term hereof shall end as of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if any, are hereby assigned to Landlord. Tenant agrees to execute and deliver any instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, remove all Tenant’s personal prop­erty property therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages and losses as Landlord may incur by reason of Tenant’s breach hereof including, without limitation, attorneys’ fees.

Condemnation and Eminent Domain. If (a) In the land event of a taking for any public or quasi-public use or purpose, by any lawful power or authority, by exercise of the right of condemnation or eminent domain, or by agreement between Landlord and Property those having the authority to exercise such right (hereinafter called a "Taking") of which the entire Demised Premises or such substantial portion thereof so that the balance of the Demised Premises are is not suitable for the conduct of Tenant's normal business operations therein, then this Lease and the terms hereof shall cease and expire on the date of transfer of possession in connection with the Taking. (b) In the event of a partTaking of any portion of the Demised Premises as a result of which this Lease is not terminated as provided above, or a Taking of more than forty (40%) percent of the leasable space at the Building (whether or not any portion of Demised Premises is included in the Taking), or a permanent denial or substantial impairment of adequate access to the Building and Demised Premises, then, in such event, Landlord or Tenant may, at its option, terminate this Lease by giving notice of termination to the other within sixty (60) days after receipt by Tenant of notice that the Taking will occur, such notice of termination to be effective as of the date of transfer of possession in connection with the Taking. (c) In the event this Lease is not terminated pursuant to the terms of this Paragraph, then Landlord shall promptly commence and with due diligence continue to restore the portion of the Building and the Demised Premises remaining after the Taking to substantially the same condition and tenantability as existed immediately preceding the Taking, to the extent such restoration may be accomplished with the available net proceeds of the award or payment to Landlord in connection with the Taking. During the period of restoration by Landlord, if the Taking or such restoration shall cause a material adverse impact on Tenant's business at Demised Premises, basic annual rent and additional rent shall be abated and adjusted in an equitable fashion. Upon completion of the restoration, basic annual rent and additional rent shall also be abated and adjusted in such manner as shall be just and equitable. In the event that Landlord shall fail to commence such restoration as hereinabove required, or if such restoration shall not be completed within twelve (12) months from and after the date of transfer of possession in connection with Taking, then, in either such event, Tenant shall have the right, as its exclusive remedy, to terminate this Lease by notice to Landlord, such notice to specify the effective date of termination. (d) Whether or not this Lease shall be terminated pursuant to the terms of this Paragraph, Tenant shall have the right in connection with any Taking to assert all claims available to it for loss of leasehold improvements, trade fixtures and equipment, and such other items of loss or damage as Tenant shall suffer as a result of the Taking with respect to which Tenant shall, from time to time under applicable law, be permitted to make an independent claim, provided that such claim by Tenant will not reduce the award or payment to Landlord in connection with the Taking. (e) Notwithstanding any provision of this Paragraph, in no event shall Landlord be obligated to expend, in connection with the repair or restoration of the Demised Premises pursuant to this Paragraph, any amount in excess of the award or payment in connection with the Taking. In the event that such award or payment shall be insufficient for the repair or restoration or in the event that Landlord's mortgagee shall apply all or any portion thereofof such award of payment to the reduction of the indebtedness secured by such mortgage, shall be taken under eminent domain then to the extent of such unavailable award or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or in lieu of any formal condemnation proceedings or actionspayment, Landlord shall grant an option to purchase and be excused from the performance of repair or shall sell and convey the Property or any portion thereof, to the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereof, then this Lease, at the option of Landlord, shall terminate, and the Term hereof shall end as of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if any, are hereby assigned to Landlord. Tenant agrees to execute and deliver any instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, remove all Tenant’s personal prop­erty therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages and losses as Landlord may incur by reason of Tenant’s breach hereof including, without limitation, attorneys’ feesrestoration work hereunder.

Condemnation and Eminent Domain. If the land and Property of which the Demised Premises are a part, or any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or in lieu of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereof, to the governmental or other public authority, agency body or public utility seeking to take the Property or any portion thereof, then this Lease, at the option of Landlord, shall terminate, and the Term hereof shall end as of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if any, are hereby assigned to Landlord. Tenant agrees to execute and deliver any instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, remove all Tenant’s personal prop­erty prop-erty therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the aforementioned notice. Failure by Tenant to comply with any provisions in this clause shall subject Tenant to such costs, expenses, damages and losses as Landlord may incur by reason of Tenant’s breach hereof including, without limitation, attorneys’ fees.

Condemnation and Eminent Domain. 12.1 If the land and Property of which the Demised Premises are a part, all or any portion thereof, part of the Premises valued at greater than $500,000 shall be damaged, diminished in value or taken under eminent domain or through condemnation proceedings, or if suit a consent settlement is entered or other action a transfer is made under threat of such proceedings, either temporarily or permanently, Lender shall be instituted for the taking entitled to all compensation, awards and other payments or condemnation thereofrelief therefor to which Borrower is entitled and is hereby authorized, or in lieu of any formal condemnation proceedings or actions, Landlord shall grant an option to purchase and or shall sell and convey the Property or any portion thereofat its option, to the governmental commence, appear in and prosecute, in its own or other public authorityBorrower's name, agency body any action or public utility seeking proceeding relating to take the Property any condemnation, and to settle or compromise any portion thereofclaim in connection therewith. All such compensation, then this Leaseawards, at the option of Landlorddamages, shall terminateclaims, rights, actions and proceedings, and the Term hereof shall end as of such date as Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth above; and Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of Tenant to damages, if anythereto, are hereby assigned by Borrower to LandlordLender. Tenant After deducting from such condemnation proceeds all of its expenses incurred in the collection and administration of such sums, including attorneys' fees, Lender shall apply the net proceeds to the reconstruction, restoration and repair of the Premises if the conditions of Paragraphs 10.1 and 11.1 hereof are met or to the payment of the Indebtedness outstanding at the time. Any such proceeds actually received by Lender and not required to reconstruct the Premises or to satisfy the conditions set forth in Paragraphs 10.1 and 11.1 hereof shall be kept by Lender after expiration of the lien period for the work of reconstruction for application to the Indebtedness outstanding at such time, in which event said amounts shall be applied in the manner set forth in Section 2.8 of the Note with respect to Prepayments; provided, however, that nothing herein contained shall prevent Lender from applying at any time the whole or any part of such proceeds to the Indebtedness after the occurrence of any Event of Default, in the order set forth in Paragraph 21 hereinbelow. Borrower agrees to execute such further assignments of any compensation, awards, damages, claims, rights, actions and deliver proceedings as Lender may require. Lender shall not be held responsible for any instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary or required failure to expedite collect any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property or any portion thereof. Tenant covenants and agrees at its sole cost and expense to vacate the Demised Premises, remove all Tenant’s personal prop­erty therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord amount in the aforementioned notice. Failure by Tenant to comply connection with any provisions such proceeding regardless of the cause of such failure. 12.2 If any part of the Premises valued at less than $500,000 is damaged, diminished in this clause value or taken through condemnation proceedings, or if a consent settlement for such amount less than $500,000 is entered or a transfer is made under threat of such proceedings, either temporarily or permanently, then, provided an Event of Default shall subject Tenant not have occurred, Borrower shall be entitled to receive all such costscompensation, expensesawards and other payments or relief therefor to which Borrower is entitled, damages and losses as Landlord may incur by reason of Tenant’s breach hereof includingto commence, without limitationappear in and prosecute any action or proceeding relating to any such condemnation, attorneys’ feesand to settle or compromise any such claim in connection therewith.

Condemnation and Eminent Domain. 12TH: If the land and Property premises leased herein, or of which the Demised Premises leased premises are a part, or any portion thereof, shall be taken under eminent domain or condemnation proceedings, proceedings or if suit or other action shall be instituted for the taking or condemnation thereof, or if in lieu of any formal condemnation proceedings proceeding or actions, the Landlord shall grant an option to purchase and or shall sell and convey the Property said premises or any portion thereof, to the governmental or other public authority, agency agency, body or public utility seeking to take the Property said land and premises or any portion thereof, then this Lease, at the option of the Landlord, shall terminate, terminate and the Term term hereof shall end as of such date as the Landlord shall fix by notice in writing as if such date were the date designated as the last day of the Term set forth abovewriting; and the Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of the Tenant to damages, if any, any are hereby assigned to the Landlord. The Tenant agrees to execute and deliver any instruments promptly upon demand, at the expense of Landlord, as may be deemed necessary or required to expedite any condemnation proceedings or to effectuate a proper transfer of title to such governmental or other public authority, agency, body or public utility seeking to take or acquire the Property said lands and premises or any portion thereof. If Tenant covenants shall fail to execute such instruments as may be required to Landlord, or to undertake such steps as may be requested as herein stated, within ten (10) days of written notice from Landlord, Landlord shall be deemed the duly authorized irrevocable agent and agrees attorney-in-fact of Tenant to execute such instruments and undertake such steps in as herein stated in and on behalf of Tenant. It is agreed and understood, however, that Landlord does not reserve to itself, and the Tenant does not assign to Landlord, any damages payable for trade fixtures installed by Tenant at its sole own cost and expense and which are not part of the realty. Notwithstanding anything herein to vacate the Demised Premisescontrary, remove all Landlord shall allocate to Tenant out of Landlord's condemnation award an amount reasonably related to Tenant’s personal prop­erty therefrom and deliver up peaceable possession thereof to Landlord or to such other party designated by Landlord in the aforementioned notice. Failure 's fair share of leasehold improvements installed by Tenant to comply with prepare same for its use and occupancy. If the parties cannot agree on the amount to be allocated to Tenant, this issue shall be submitted by the parties to arbitration for resolution. Nothing herein contained shall prevent Tenant from pursuing any provisions in this clause shall subject separate relocation assistance award to which Tenant to such costs, expenses, damages and losses as Landlord may incur by reason of Tenant’s breach hereof including, without limitation, attorneys’ feesis entitled under applicable law.