Common use of Other Taking; Damage or Destruction; Repair or Replacement Clause in Contracts

Other Taking; Damage or Destruction; Repair or Replacement. (a) If (i) a Taking of the Leased Property, or either the Shrewsbury or Louisville Property in its entirety shall occur or (ii) a Taking of sixty-six and two-thirds percent (66 2/3%) or more of the Leased Improvements or such Leased Improvements located on either the Shrewsbury or Louisville Property shall occur, either party hereto shall have the right to terminate this Lease effective as of the next regularly scheduled date upon which Rent is required to be paid hereunder occurring not less than ninety (90) days nor more than one hundred and eighty (180) days after such Taking (the "Taking-Termination Date") by giving notice (the "Taking-Termination Notice") to the other party of its intention to terminate not later than ninety (90) days prior to the Taking-Termination Date; provided, however, that any such Taking-Termination Notice delivered by Lessee shall contain an irrevocable offer to purchase Lessor's interest in the Leased Property subject to the Taking (or, in the case of the Taking of the entire Leased Property or entire Shrewsbury Property or the entire Louisville Property, Lessor's interest in the proceeds of any Taking payable in connection with such Taking or the right to receive same when made, if payment thereof has yet been made) (the "Taking Purchase Offer") for a Purchase Price (the "Purchase Price") equal to the greater of (i) the Fair Market Value (as hereinafter defined) and (ii) the applicable sum or sums set forth in Exhibit C-1 and C-2. Any such Taking-Termination Notice delivered by Lessee shall also contain an Officer's Certificate stating that the portion of the Leased Property so taken is sufficient to fulfill the condition set forth in this Section. The Taking-Purchase Offer contained in any such Taking-Termination Notice delivered by Lessee may be rejected by Lessor by delivering to Lessee written notice of such rejection not later than forty-five (45) days prior to the Taking-Termination Date, failing which, Lessor shall be conclusively deemed to have accepted such offer. In the event that (x) Lessee delivers a Taking-Termination Notice to Lessor and Lessor rejects the Taking-Purchase Offer contained therein or (y) Lessor delivers a Taking-Termination Notice to Lessee, then, in either event, the entire proceeds of any Taking and the right thereto shall be assigned to and shall belong to Lessor and this Lease shall terminate as of the Taking-Termination Date at which time the parties shall be released from any and all obligations and liabilities arising up to and including the Taking- Termination Notice. In the event that (x) Lessor shall not have rejected a Taking-Purchase Offer which it has received from Lessee and (y) Lessor shall not have delivered a Taking- Termination Notice to Lessee, the entire proceeds of any Taking and the rights thereto shall be assigned to and belong to Lessee and Lessor shall transfer and convey its remaining interest (if any) in the Leased Property to Lessee on the Taking-Termination Date in accordance with Section 15.4 hereof and shall pay to Lessee the proceeds of any Taking actually received upon payment by Lessee of the Purchase Price, together with all other sums due and payable by Lessee under this Lease, at which time this Lease shall terminate and the parties shall be released from any and all obligations and liabilities that arose up to and including the Taking Termination Date. (b) Except as otherwise provided in Subsection (a) hereof, in case of any damage to or destruction of the Leased Property or any part thereof, or in case of any Taking other than for temporary use, Lessee will, at its expense, promptly commence and complete with due diligence (subject to Unavoidable Delays) the replacement and repair of the Leased Property in order to restore it as nearly as practicable to the value and condition thereof immediately prior to such damage, destruction or Taking, whether or not the insurance proceeds or the award for the Taking shall be sufficient for such purpose. If the cost of restoring the Leased Property is estimated by an independent architect or engineer to exceed the net awards or net proceeds available therefor, Lessee shall expend its own funds to the extent of such excess before making application for receipt of such proceeds or awards as hereinafter provided. In such event, the net proceeds of insurance and the net awards for the Taking received by Lessor shall, if no Event of Default shall have occurred, be paid to Lessee (or as Lessee may direct), from time to time (but not more often than monthly) as the Leased Property is replaced or repaired, in amounts equal to the cost of such replacement and repair, upon delivery to Lessor of an Officer's Certificate and a certificate of an engineer or architect satisfactory to Lessor certifying, in each case, the amount to be paid (which may represent amounts theretofore paid by Lessee in the effectuation of such repairs or replacements and not reimbursed hereunder or amounts due and payable by Lessee therefor, or both). If an Event of Default shall have occurred, Lessor may, at its option, retain all or of any portion of net proceeds of insurance and/or net awards for a Taking. Notwithstanding anything to the contrary contained herein, upon the occurrence of a casualty, the cost of restoration of which is $200,000 or less, Lessee shall be entitled to receive the net proceeds and apply the same to the restoration of the Leased Property in accordance with the terms hereof. Upon completion of construction, Lessee shall deliver to Lessor (i) a copy of a permanent, unconditional certificate of occupancy for the Leased Property and (ii) an Officer's Certificate and a certificate of an engineer or architect satisfactory to Lessor certifying to the completion of the repair or replacement of the Leased Property, the payment of the cost thereof in full, and the amount of such cost, and upon receipt of such certificates by Lessor, any balance of such proceeds and awards or other payments not required to be held or applied in accordance with the preceding sentence, shall if no Event of Default shall have occurred, (1) in the case of insurance proceeds, be paid over to, and retained by Lessee, and (2) in the case of an award for a Taking, be paid over to Lessor. In the event of a Taking of such character as not to require any repair or replacement of the Leased Improvements, and upon delivery to Lessor of an Officer's Certificate certifying that such partial Taking has not materially affected the condition or use of the Leased Property, any net award or other payment for such Taking shall, if no Event of Default shall have occurred, be paid over to Lessor. If an Event of Default shall have occurred prior to the time of Lessor's receipt of any insurance proceeds or awards or other payment for a Taking pursuant to this Section, the same shall be applied in the manner specified in any Indenture.

Other Taking; Damage or Destruction; Repair or Replacement. (a) If Except as otherwise provided in Section 15.2 regarding temporary takings, Lessee shall have the option to terminate this Lease if, as a result of any Taking, (i) a Taking all of the Leased PropertyProperty is taken, or either the Shrewsbury or Louisville Property in its entirety shall occur or (ii) a Taking of sixtytwenty-six and two-thirds five percent (66 2/325%) or more of the Leased Improvements or Property is taken and the part of the Leased Property that remains cannot, within two (2) years, be made reasonably suitable for the continued operation of Lessee’s business. Lessee must exercise such Leased Improvements located on either option within thirty (30) days, to be effective as of the Shrewsbury or Louisville Property shall occur, either party hereto next regularly scheduled date upon which 244313 v6/SF 58$H06!.DOC 072098/1642 16. Rent is required to be paid hereunder occurring not less than ninety (90) days nor more than one hundred and eighty (180) days after such Taking (the “Taking-Termination Date”) by giving notice (the “Taking-Termination Notice”) to Lessor of its intention to terminate not later than ninety (90) days prior to the Taking-Termination Date. Lessor shall have the right option to terminate this Lease if, as a result of any Taking, (i) all of the Leased Property is taken, or (ii) twenty-five percent (25%) or more of the Leased Property is taken and the part of the Leased Property that remains cannot, within two (2) years, be made reasonably suitable for the continued operation of Lessee’s business or (iii) there are insufficient proceeds from the insurance proceeds or condemnation award to restore the Leased Property (other than Lessee’s fixtures and other improvements or alterations made or owned by Lessee) to an architectural whole. Lessor must exercise such option within thirty (30) days, to be effective as of the next regularly scheduled date upon which Rent is required to be paid hereunder occurring not less than ninety (90) days nor more than one hundred and eighty (180) days after such Taking (the "“Taking-Termination Date"”) by giving notice (the "“Taking-Termination Notice"”) to the other party Lessee of its intention to terminate not later than ninety (90) days prior to the Taking-Termination Date; provided, however, that any such Taking-Termination Notice delivered by Lessee shall contain an irrevocable offer to purchase Lessor's interest in the Leased Property subject to the Taking . (or, in the case of the Taking of the entire Leased Property or entire Shrewsbury Property or the entire Louisville Property, Lessor's interest in the proceeds of any Taking payable in connection with such Taking or the right to receive same when made, if payment thereof has yet been madeb) (the "Taking Purchase Offer") for a Purchase Price (the "Purchase Price") equal to the greater of (i) the Fair Market Value (as hereinafter defined) and (ii) the applicable sum or sums set forth in Exhibit C-1 and C-2. Any such Taking-Termination Notice delivered by Lessee shall also contain an Officer's Certificate stating that the portion of the Leased Property so taken is sufficient to fulfill the condition set forth in this Section. The Taking-Purchase Offer contained in any such Taking-Termination Notice delivered by Lessee may be rejected by Lessor by delivering to Lessee written notice of such rejection not later than forty-five (45) days prior to the Taking-Termination Date, failing which, Lessor shall be conclusively deemed to have accepted such offer. In the event that (x) Lessee delivers a Taking-Termination Notice to Lessor and Lessor rejects the Taking-Purchase Offer contained therein or (y) Lessor delivers a Taking-Termination Notice to Lessee, then, in either event, the entire proceeds of any Taking and the right thereto shall be assigned to and shall belong to Lessor and this Lease shall terminate as of the Taking-Termination Date at which time the parties shall be released from any and all obligations and liabilities arising up to and including the Taking- Termination Notice. In the event that (x) Lessor shall not have rejected a Taking-Purchase Offer which it has received from Lessee and (y) Lessor shall not have delivered a Taking- Termination Notice to Lessee, the entire proceeds of any Taking and the rights thereto shall be assigned to and belong to Lessee and Lessor shall transfer and convey its remaining interest (if any) in the Leased Property to Lessee on the Taking-Termination Date in accordance with Section 15.4 hereof and shall pay to Lessee the proceeds of any Taking actually received upon payment by Lessee of the Purchase Price, together with all other sums due and payable by Lessee under this Lease, at which time this Lease shall terminate and the parties shall be released from any and all obligations and liabilities that arose up to and including the Taking Termination DateNotice. (bc) Except as otherwise provided in Subsection (a) hereof, in case of any damage to or destruction of the Leased Property or any part thereof, or in case of any Taking other than for temporary use, Lessee will, at its expense, promptly commence and complete with due diligence (subject to Unavoidable Delays) the replacement and repair of the Leased Property in order to restore it as nearly as practicable to the value and condition thereof immediately prior to such damage, destruction or Taking, whether provided Lessor or not Lessor’s Assignees has made the insurance proceeds or the condemnation award for the Taking shall be sufficient for such purpose. If the cost of restoring the Leased Property is estimated by an independent architect or engineer available to exceed the net awards or net proceeds available therefor, Lessee shall expend its own funds to the extent of such excess before making application for receipt of such proceeds or awards as hereinafter provided. In such event, the net proceeds of insurance and the net awards for the Taking received by Lessor shall, if no Event of Default shall have occurred, be paid to Lessee (or as Lessee may direct), from time to time (but not more often than monthly) as the Leased Property is replaced or repaired, in amounts equal to the cost of such replacement and repair, upon delivery to Lessor of an Officer's Certificate and a certificate of an engineer or architect satisfactory to Lessor certifying, in each case, the amount to be paid (which may represent amounts theretofore paid by Lessee in the effectuation of such repairs or replacements and not reimbursed hereunder or amounts due and payable by Lessee therefor, or both)Lessee. If an Event of Default shall have occurred, Lessor may, at its option, retain all or of any portion of net proceeds of insurance and/or net awards for a Taking. Notwithstanding anything to the contrary contained herein, upon the occurrence of a casualty, the cost of restoration of which is $200,000 or less, Lessee shall be entitled to receive the net proceeds and apply the same to the restoration of the Leased Property in accordance with the terms hereof. Upon completion of construction, Lessee shall deliver to Lessor (i) a copy of a permanent, unconditional certificate of occupancy for the Leased Property and (ii) an Officer's ’s Certificate and a certificate of an engineer or architect satisfactory to Lessor certifying to the completion of the repair or replacement of the Leased Property, the payment of the cost thereof in full, and the amount of such cost, and upon receipt of such certificates by Lessor, any balance of such proceeds and awards or other payments not required to be held or applied in accordance with the preceding sentence, shall if no Event of Default shall have occurred, (1) in the case of insurance proceeds, be paid over to, and retained by Lessee, and (2) in the case of an award for a Taking, be paid over to Lessor. In the event of a Taking of such character as not to require any repair or replacement of the Leased Improvements, and upon delivery to Lessor of an Officer's ’s Certificate certifying that such partial Taking has not materially affected the condition or use of the Leased Property, any net award or other payment for such Taking shall, if no Event of Default shall have occurred, be paid over to Lessor. If an Event of Default shall have occurred prior to the time of Lessor's ’s receipt of any insurance proceeds or awards or other payment for a Taking pursuant to this Section, the same shall be applied in the manner specified in any Indenture. 244313 v6/SF 58$H06!.DOC 072098/1642 17.

Other Taking; Damage or Destruction; Repair or Replacement. (a) If Except as otherwise provided in Section 15.2 regarding Temporary Use, Lessee shall have the option to terminate this Lease if, as a result of any Taking (including a Taking of off-site improvements or access), (i) a Taking the remaining leasable area of the Leased PropertyBuilding is less than the Actual Leaseable Area of the Building and cannot, or either within six (6) months from the Shrewsbury or Louisville Property in its entirety effective date of the Taking, be increased to the Actual Leaseable Area of the Building solely with the use of the Net Award (as otherwise herein reduced) which determination shall occur be made within forty five (45) days of the effective date of the Taking; or (ii) a Taking in Lessee's sole and absolute discretion, the Building is no longer suitable for the continued operation of sixty-Lessee's business within six and two-thirds percent (66 2/3%6) or more months from the effective date of the Leased Improvements or such Leased Improvements located on either Taking, solely with the Shrewsbury or Louisville Property shall occur, either party hereto shall have the right to terminate this Lease effective as use of the next regularly scheduled date upon Net Award which Rent is required to shall be paid hereunder occurring not less than ninety determined within forty five (9045) days nor more than one hundred and eighty of the effective date of the Taking (180) days after as otherwise herein reduced). Lessee must exercise such Taking option by delivering written notice to Lessor (the "Taking-Termination Date") by giving notice (the "Taking-Taking Termination Notice") to the other party of its intention to terminate not later than ninety (90) days prior after the effective date of such Taking (which, for purposes hereof, shall mean the earlier of delivery of possession or transfer of title to the Taking-Termination Date; providedcondemning authority, however, that any such Taking-Termination Notice delivered by Lessee shall contain an irrevocable offer to purchase Lessor's interest in the Leased Property subject to the Taking (orunless, in the case of prior transfer of title, Lessee is permitted to continue occupying the Taking of the entire Leased Property or entire Shrewsbury Property or the entire Louisville Property, Lessor's interest in the proceeds until delivery of any Taking payable in connection with such Taking or the right to receive same when made, if payment thereof has yet been madepossession) (the "Taking Purchase Offer") for a Purchase Price (the "Purchase Price") equal to the greater of (i) the Fair Market Value (as hereinafter defined) and (ii) the applicable sum or sums set forth in Exhibit C-1 and C-2. Any such Taking-Termination Notice delivered by Lessee shall also contain an Officer's Certificate stating that the portion of the Leased Property so taken is sufficient to fulfill the condition set forth in this Section. The Taking-Purchase Offer contained in any such Taking-Termination Notice delivered by Lessee may be rejected by Lessor by delivering to Lessee written notice of such rejection not later than forty-five (45) days prior to the Taking-Termination Date, failing which, Lessor shall be conclusively deemed to have accepted such offer. "). (b) In the event that (x) Lessee delivers a Taking-Termination Notice to Lessor and Lessor rejects the Taking-Purchase Offer contained therein or (y) Lessor delivers a Taking-Termination Notice to Lessee, then, in either event, the entire proceeds of any Taking and the right thereto shall be assigned to and shall belong to Lessor and this Lease shall terminate as of the Taking-Termination Date at which time the parties shall be released from any and all obligations and liabilities arising up to and including the Taking- Termination Notice. In the event that (x) Lessor shall not have rejected a Taking-Purchase Offer which it has received from Lessee and (y) Lessor shall not have delivered a Taking- Termination Notice to Lessee, the entire proceeds of any Taking and the rights thereto shall be assigned to and belong to Lessee and Lessor shall transfer and convey its remaining interest (if any) in the Leased Property to Lessee on the Taking-Termination Date in accordance with Section 15.4 hereof and shall pay to Lessee the proceeds of any Taking actually received upon payment by Lessee of the Purchase Price, together with all other sums due and payable by Lessee under this Lease, at which time this Lease shall terminate and the parties shall be released from any and all obligations and liabilities that arose up to and including the Taking Termination DateNotice. (bc) Except as otherwise provided in Subsection (a) and (b) hereof, in case of any damage to or destruction of the Leased Property or any part thereof, or in case of any Taking other than for temporary useTemporary Use, Lessee will, at its expense, will promptly commence and complete with due diligence (subject to Unavoidable Delays) the replacement and repair of the Leased Property in order to restore it as nearly as practicable to the value and condition thereof immediately prior to such damage, destruction or Taking, whether provided Lessor or not Lessor's Assignees has made the insurance proceeds or condemnation award available to Lessee and such funds are adequate to restore. In the award for the Taking shall be sufficient for event such purpose. If the cost of restoring funds are not adequate to restore the Leased Property is estimated by an independent architect Property, Lessor may elect within forty five (45) days after the damage or engineer Taking to exceed terminate this Lease unless Lessee agrees to provide the net awards or net proceeds available therefor, Lessee shall expend its own funds necessary to the extent of such excess before making application for receipt of such proceeds or awards as hereinafter provided. In such event, the net proceeds of insurance and the net awards for the Taking received by Lessor shall, if no Event of Default shall have occurred, be paid to Lessee (or as Lessee may direct), from time to time (but not more often than monthly) as the Leased Property is replaced or repaired, in amounts equal to the cost of such replacement and repair, upon delivery to Lessor of an Officer's Certificate and a certificate of an engineer or architect satisfactory to Lessor certifying, in each case, the amount to be paid (which may represent amounts theretofore paid by Lessee in the effectuation of such repairs or replacements and not reimbursed hereunder or amounts due and payable by Lessee therefor, or both)complete repairs. If an Event of Default shall have occurred, Lessor may, at its option, retain all or of any portion of net proceeds of insurance and/or net awards for a Taking. Notwithstanding anything , to the contrary contained herein, upon the occurrence of a casualty, the cost of restoration of which is $200,000 or less, Lessee shall be entitled to receive the net proceeds and apply the same to the restoration extent of the Leased Property in accordance with the terms hereofEvent of Default, and any allowable damages therefrom. Upon completion of construction, Lessee shall deliver to Lessor (i) a copy of a permanent, unconditional certificate of occupancy for the Leased Property and (ii) an Officer's Certificate and a certificate of an engineer or architect satisfactory to Lessor certifying to the completion of the repair or replacement of the Leased Property, the payment of the cost thereof in full, and the amount of such cost, and upon receipt of such certificates by Lessor, any balance of such proceeds and awards or other payments not required to be held or applied in accordance with the preceding sentence, shall if no Event of Default shall have occurred, (1) in the case of insurance proceeds, be paid over to, and retained by Lessee, and (2) in the case of an award for a Taking, be paid over to Lessor. In the event of a Taking of such character as not to require any repair or replacement of the Leased Improvements, and upon delivery to Lessor of an Officer's Certificate certifying that such partial Taking has not materially affected the condition or use of the Leased Property, any net award or other payment for such Taking shall, if no Event of Default shall have occurred, be paid over to Lessor. If an Event of Default shall have occurred prior to the time of Lessor's receipt of any insurance proceeds or awards or other payment for a Taking pursuant to this Section, the same shall be applied in the manner specified in any Indenture.

Other Taking; Damage or Destruction; Repair or Replacement. (a) If Except as otherwise provided in Section 15.2 regarding Temporary Use, Lessee shall have the option to terminate this Lease if, as a result of any Taking (including a Taking of off-site improvements or access), (i) a Taking the remaining leasable area of the Leased PropertyBuilding is less than the original leaseable area of the Building and cannot, or either within six (6) months from the Shrewsbury or Louisville Property in its entirety effective date of the Taking, be increased to the original leaseable area of the Building solely with the use of the Net Award (as otherwise herein reduced) which determination shall occur be made within forty five (45) days of the effective date of the Taking; or (ii) a Taking in Lessee’s sole and absolute discretion, the Building is no longer suitable for the continued operation of sixty-Lessee’s business within six and two-thirds percent (66 2/3%6) or more months from the effective date of the Leased Improvements or such Leased Improvements located on either Taking, solely with the Shrewsbury or Louisville Property shall occur, either party hereto shall have the right to terminate this Lease effective as use of the next regularly scheduled date upon Net Award which Rent is required to shall be paid hereunder occurring not less than ninety determined within forty five (9045) days nor more than one hundred and eighty (180) days after such of the effective date of the Taking (the "Taking-Termination Date") as otherwise herein reduced). Lessee must exercise such option by giving delivering written notice to Lessor (the "Taking-“Taking Termination Notice"”) to the other party of its intention to terminate not later than ninety (90) days prior after the effective date of such Taking (which, for purposes hereof, shall mean the earlier of delivery of possession or transfer of title to the Taking-Termination Date; providedcondemning authority, however, that any such Taking-Termination Notice delivered by Lessee shall contain an irrevocable offer to purchase Lessor's interest in the Leased Property subject to the Taking (orunless, in the case of prior transfer of title, Lessee is permitted to continue occupying the Taking of the entire Leased Property or entire Shrewsbury Property or the entire Louisville Property, Lessor's interest in the proceeds until delivery of any Taking payable in connection with such Taking or the right to receive same when made, if payment thereof has yet been madepossession) (the "“Taking Purchase Offer") for a Purchase Price (the "Purchase Price") equal to the greater of (i) the Fair Market Value (as hereinafter defined) and (ii) the applicable sum or sums set forth in Exhibit C-1 and C-2. Any such Taking-Termination Notice delivered by Lessee shall also contain an Officer's Certificate stating that the portion of the Leased Property so taken is sufficient to fulfill the condition set forth in this Section. The Taking-Purchase Offer contained in any such Taking-Termination Notice delivered by Lessee may be rejected by Lessor by delivering to Lessee written notice of such rejection not later than forty-five (45) days prior to the Taking-Termination Date, failing which, Lessor shall be conclusively deemed to have accepted such offer. ”). (b) In the event that (x) Lessee delivers a Taking-Termination Notice to Lessor and Lessor rejects the Taking-Purchase Offer contained therein or (y) Lessor delivers a Taking-Termination Notice to Lessee, then, in either event, the entire proceeds of any Taking and the right thereto shall be assigned to and shall belong to Lessor and this Lease shall terminate as of the Taking-Termination Date at which time the parties shall be released from any and all obligations and liabilities arising up to and including the Taking- Termination Notice. In the event that (x) Lessor shall not have rejected a Taking-Purchase Offer which it has received from Lessee and (y) Lessor shall not have delivered a Taking- Termination Notice to Lessee, the entire proceeds of any Taking and the rights thereto shall be assigned to and belong to Lessee and Lessor shall transfer and convey its remaining interest (if any) in the Leased Property to Lessee on the Taking-Termination Date in accordance with Section 15.4 hereof and shall pay to Lessee the proceeds of any Taking actually received upon payment by Lessee of the Purchase Price, together with all other sums due and payable by Lessee under this Lease, at which time this Lease shall terminate and the parties shall be released from any and all obligations and liabilities that arose up to and including the Taking Termination DateNotice. (bc) Except as otherwise provided in Subsection (a) and (b) hereof, in case of any damage to or destruction of the Leased Property or any part thereof, or in case of any Taking other than for temporary useTemporary Use, Lessee will, at its expense, will promptly commence and complete with due diligence (subject to Unavoidable Delays) the replacement and repair of the Leased Property in order to restore it as nearly as practicable to the value and condition thereof immediately prior to such damage, destruction or Taking, whether provided Lessor or not Lessor’s Assignees has made the insurance proceeds or condemnation award available to Lessee and such funds are adequate to restore. In the award for the Taking shall be sufficient for event such purpose. If the cost of restoring funds are not adequate to restore the Leased Property is estimated by an independent architect Property, Lessor may elect within forty five (45) days after the damage or engineer Taking to exceed terminate this Lease unless Lessee agrees to provide the net awards or net proceeds available therefor, Lessee shall expend its own funds necessary to the extent of such excess before making application for receipt of such proceeds or awards as hereinafter provided. In such event, the net proceeds of insurance and the net awards for the Taking received by Lessor shall, if no Event of Default shall have occurred, be paid to Lessee (or as Lessee may direct), from time to time (but not more often than monthly) as the Leased Property is replaced or repaired, in amounts equal to the cost of such replacement and repair, upon delivery to Lessor of an Officer's Certificate and a certificate of an engineer or architect satisfactory to Lessor certifying, in each case, the amount to be paid (which may represent amounts theretofore paid by Lessee in the effectuation of such repairs or replacements and not reimbursed hereunder or amounts due and payable by Lessee therefor, or both)complete repairs. If an Event of Default shall have occurred, Lessor may, at its option, retain all or of any portion of net proceeds of insurance and/or net awards for a Taking. Notwithstanding anything , to the contrary contained herein, upon the occurrence of a casualty, the cost of restoration of which is $200,000 or less, Lessee shall be entitled to receive the net proceeds and apply the same to the restoration extent of the Leased Property in accordance with the terms hereofEvent of Default, and any allowable damages therefrom. Upon completion of construction, Lessee shall deliver to Lessor (i) a copy of a permanent, unconditional certificate of occupancy for the Leased Property and (ii) an Officer's ’s Certificate and a certificate of an engineer or architect satisfactory to Lessor certifying to the completion of the repair or replacement of the Leased Property, the payment of the cost thereof in full, and the amount of such cost, and upon receipt of such certificates by Lessor, any balance of such proceeds and awards or other payments not required to be held or applied in accordance with the preceding sentence, shall if no Event of Default shall have occurred, (1) in the case of insurance proceeds, be paid over to, and retained by Lessee, and (2) in the case of an award for a Taking, be paid over to Lessor. In the event of a Taking of such character as not to require any repair or replacement of the Leased Improvements, and upon delivery to Lessor of an Officer's ’s Certificate certifying that such partial Taking has not materially affected the condition or use of the Leased Property, any net award or other payment for such Taking shall, if no Event of Default shall have occurred, be paid over to Lessor. If an Event of Default shall have occurred prior to the time of Lessor's ’s receipt of any insurance proceeds or awards or other payment for a Taking pursuant to this Section, the same shall be applied in the manner specified in any Indenture.

Other Taking; Damage or Destruction; Repair or Replacement. (a) If Except as otherwise provided in Section 15.2 regarding temporary Takings, Lessee shall have the option to terminate this Lease if as a result of any Taking or Damage, (i) a Taking all of the Leased PropertyProperty is taken, or either the Shrewsbury or Louisville Property in its entirety shall occur or (ii) a Taking of sixtytwenty-six and two-thirds five percent (66 2/325%) or more of the Leased Improvements Property is taken and the part of the Leased Property that remains cannot, within 18 months, be made reasonably suitable for the continued operation of Lessee’s business. If the Lease is not terminated by Lessee hereunder, then (i) this Lease will terminate as to the parts taken by the Taking but shall continue in full force and effect as to that portion of the Leased Property remaining subject, nevertheless, to any, rights of Lessor’s Assignee, and (ii) Lessee shall, using the amount of the insurance proceeds or the net condemnation award, as the case may be, received by Lessee (Lessor hereby agreeing to pay such proceeds and net award, as the case may be to Lessee for such restoration, subject to the rights of Lessor’s Assignee), diligently pursue to completion the restoration of the remaining Leased Improvements located on either the Shrewsbury or Louisville Property shall occur, either party hereto Property. Lessor shall have the right option to terminate this Lease effective if, as a result of any Taking or Damage, (i) all of the next regularly scheduled date upon which Rent Leased Property is required to taken or (ii) the Leased Property cannot, within 18 months, with diligent efforts, be paid hereunder occurring not less than ninety (90) days nor more than one hundred and eighty (180) days after made reasonably suitable for the continued operation of Lessee’s business. Lessee or Lessor, as the case may be, may exercise such Taking (the "Taking-Termination Date") option by giving written notice (of its intent to terminate the "Taking-Termination Notice") Lease to the other party of its intention to terminate not later than ninety (90) days prior after the Taking or Damage (the “Termination Notice”) which termination shall be effective retroactively as of the date of the Damage or Taking. In any event, Lessee’s obligations to pay Rent hereunder shall be subject to a just and reasonable reduction thereto according to the extent and nature of the Taking-Termination Date; provided, however, that any such Taking-. (b) Upon delivery of a Termination Notice delivered by Lessee shall contain an irrevocable offer to purchase Lessor's interest either party in the Leased Property subject to the Taking (or, in the case of the Taking of the entire Leased Property or entire Shrewsbury Property or the entire Louisville Property, Lessor's interest in the proceeds of any Taking payable in connection with such Taking or the right to receive same when made, if payment thereof has yet been made) (the "Taking Purchase Offer") for a Purchase Price (the "Purchase Price") equal to the greater of (i) the Fair Market Value (as hereinafter defined) and (ii) the applicable sum or sums set forth in Exhibit C-1 and C-2. Any such Taking-Termination Notice delivered by Lessee shall also contain an Officer's Certificate stating that the portion of the Leased Property so taken is sufficient to fulfill the condition set forth in this Section. The Taking-Purchase Offer contained in any such Taking-Termination Notice delivered by Lessee may be rejected by Lessor by delivering to Lessee written notice of such rejection not later than forty-five (45) days prior to the Taking-Termination Date, failing which, Lessor shall be conclusively deemed to have accepted such offer. In the event that (x) Lessee delivers a Taking-Termination Notice to Lessor and Lessor rejects the Taking-Purchase Offer contained therein or (y) Lessor delivers a Taking-Termination Notice to Lessee, then, in either eventaccordance herewith, the entire proceeds of any Taking and the right thereto shall be assigned equitably allocated among Lessee and Lessor, subject to and shall belong the rights of Lessor’s Assignee pursuant to Lessor the Loan Documents according to their interests and this Lease shall terminate as of the Taking-Termination Date date of the Taking or Damage at which time the parties shall be released from any and all obligations and liabilities arising up to and including the Taking- Termination Notice. In the event that (x) Lessor shall not have rejected a Taking-Purchase Offer which it has received from Lessee and (y) Lessor shall not have delivered a Taking- Termination Notice to Lessee, the entire proceeds of any Taking and the rights thereto shall be assigned to and belong to Lessee and Lessor shall transfer and convey its remaining interest (if any) in the Leased Property to Lessee on the Taking-Termination Date in accordance with Section 15.4 hereof and shall pay to Lessee the proceeds of any Taking actually received upon payment by Lessee of the Purchase Price, together with all other sums due and payable by Lessee under this Lease, at which time this Lease shall terminate and the parties shall be released from any and all obligations and liabilities that arose up to and including the Taking Termination Datesaid date. (bc) Except as otherwise provided in Subsection (a) hereof, in case of any damage to Damage or destruction of the Leased Property or any part thereof, or in case of any Taking other than for temporary useuse and in the event that this Lease is not terminated as a result thereof, Lessee will, at its expensesubject to receipt of sufficient proceeds or a sufficient award (Lessor hereby agreeing to pay such proceeds and net award, as the case may be to Lessee for such restoration, subject to the rights of Lessor’s Assignee), promptly commence and complete with due diligence (subject to Unavoidable Delays) the replacement and repair of the Leased Property in order to restore it as nearly as practicable to the value and condition thereof immediately prior to such damage, destruction Damage or Taking, whether or not the insurance proceeds or the award for the Taking shall be sufficient for such purpose. If the cost as a result of restoring the Leased Property is estimated by an independent architect or engineer to exceed the net awards or net proceeds available therefor, Lessee shall expend its own funds to the extent of such excess before making application for receipt of such proceeds or awards as hereinafter provided. In such event, the net proceeds of insurance and the net awards for the Taking received by Lessor shall, if no Event of Default shall have occurred, be paid to Lessee (or as Lessee may direct), from time to time (but not more often than monthly) as the Leased Property is replaced or repaired, in amounts equal to the cost of such replacement and repair, upon delivery to Lessor of an Officer's Certificate and a certificate of an engineer or architect satisfactory to Lessor certifying, in each case, the amount to be paid (which may represent amounts theretofore paid by Lessee in the effectuation of such repairs or replacements and not reimbursed hereunder or amounts due and payable by Lessee therefor, or both). If an Event of Default shall have occurredor Material Event of Default, Lessor has terminated the Lease, Lessor may, at its option, retain all or of any portion of net proceeds of insurance for damage or destruction and/or net awards for a Taking. Notwithstanding anything Taking to the contrary contained herein, upon the occurrence extent of a casualty, the cost such Event of restoration Default or Material Event of which is $200,000 or less, Lessee shall be entitled to receive the net proceeds and apply the same to the restoration of the Leased Property in accordance with the terms hereofDefault. Upon completion of construction, Lessee shall deliver to Lessor (i) a copy of a permanent, unconditional certificate of occupancy for the Leased Property restoration work and (ii) an Officer's ’s Certificate and a certificate of an engineer or architect reasonably satisfactory to Lessor certifying to the completion of the repair or replacement of the Leased Property, the payment of the cost costs thereof in full, and the amount of such cost, and upon receipt of such certificates by Lessor, any balance of such proceeds and awards or other payments not required to be held or applied in accordance with the preceding sentence, shall if no Material Event of Default shall have occurredoccurred and not been cured, and subject to the rights of Lessor’s Assignee (1) in the case of insurance proceeds, be paid over to, and retained by Lessee, and (2) in the case of an award for a Taking, be paid over to Lessor. In the event of a Taking of such character as not to require any repair or replacement of the Leased Improvements, and upon delivery by Lessee to Lessor of an Officer's ’s Certificate certifying that such partial Taking has not materially affected the condition or use of the Leased Property, any net award or other payment for such Taking shall, if no Event of Default shall have occurredLessee is not then in default hereunder, be paid over to Lessor. If an Event of Default shall have occurred prior to the time of Lessor's receipt of any insurance proceeds or awards or other payment for a Taking pursuant to this Section, the same shall be applied in the manner specified in any Indenture.