Common use of Partial Condemnation Clause in Contracts

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award received by Landlord and necessary to complete such repair or restoration, together with severance and other damages awarded to Landlord for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such portion of the Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (cb) general contractors’ estimates, (ivc) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), ) if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Property Mortgage, and the release of such Award by the applicable Facility Property Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of any portion of the Award by the applicable Facility Property Mortgagee to Landlord.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (ivd) architect’s certificates, (de) conditional lien waivers of general contractors, if available, (ef) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (fg), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (gh) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord.

Partial Condemnation. In the event of a Condemnation of less than the whole of any the Leased Property such that such the Leased Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Leased Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice Notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (ivd) architect’s certificates, (de) conditional lien waivers of general contractors, if available, (ef) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (fg), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (gh) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenceda) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that only a part of the Award necessary Premises shall be taken by Condemnation and Tenant shall have reasonable, convenient access to complete such repair or restorationand from the Premises, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so Term shall expire as to permit payment for that portion of the cost Premises condemned effective as of such repair the date of the vesting of title in the condemning authority, and this Lease shall continue in full force and effect as to the part of the Premises not so taken. (b) In the event that a part of the Project shall be subject to Condemnation (whether or restoration. not the Premises are affected), Landlord may, at its option, condition advancement terminate this Lease as of the date of such Award and other amounts vesting of title, by notifying Tenant in writing of such termination within ninety (90) days following the date on which Landlord shall have received notice of the vesting of title in the condemning authority if in Landlord's reasonable opinion: (ai) a substantial alteration or reconstruction of the Project (or any portion thereof) shall be necessary or appropriate, or (ii) the absence portion of any Event the Project so condemned has the effect of Default, rendering the remainder of the Project uneconomic to maintain. (c) In the event that this Lease is not terminated in accordance with subsection (b) its approval hereof, Landlord shall, upon receipt of plans and specifications of an architect satisfactory the award in condemnation, make all necessary repairs or alterations to the Building in which the Premises are located so as to constitute the remaining Premises a complete architectural unit to the extent feasible, but Landlord (which approval shall not be unreasonably withheldrequired to spend for such work an amount in excess of the amount received by Landlord as damages for the part of the Premises so taken. "Amount received by Landlord" shall mean that part of the award in condemnation which is free and clear to Landlord of any collection by mortgagees and after payment of all costs involved in collection, delayed or conditioned)including but not limited to attorney's fees. Tenant, (c) general contractors’ estimatesat is own cost and expense shall, (iv) architect’s certificatesrestore all exterior signs, (d) conditional lien waivers of general contractorstrade fixtures, if availableequipment, (e) evidence of approval by all governmental authorities furniture, furnishings and other regulatory bodies whose approval is requiredinstallations of personalty of Tenant which are not taken to as near its former condition as the circumstances will permit. In the event of a partial taking, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord all provisions of this Lease shall remain in full force and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordeffect.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to regardless of the extent of the Award and any additional amounts disbursed by Landlord as hereinafter providedAward, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If Subject to the cost of the repair or restoration of the affected Property exceeds terms hereof and after Tenant has funded any deficiency in the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement Award received by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make complete such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award received by Landlord and necessary to complete such repair or restoration, together with severance and other damages awarded to Landlord for the taken Leased Improvements and any deficiency Landlord has agreed to disburseImprovements, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, reasonably condition advancement of such portion of the Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (cb) general contractors’ estimates, (ivc) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, and (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Property Mortgage, and the release of such Award by the applicable Facility Property Mortgagee. Tenant’s obligation to restore the Leased Property pursuant to this Article 11 shall be subject to the release of any portion of the Award by Landlord (as provided above) and, if applicable, by the applicable Facility Property Mortgagee to LandlordLandlord or directly to Tenant.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property a Hotel such that such Property Hotel is still suitable not rendered Unsuitable for its Its Permitted Use, Tenant Manager shall, to the extent of the Award and any additional amounts disbursed by Tenant or Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements such Hotel so that such Leased Improvements Hotel shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements the Hotel located thereon existing immediately prior to such Condemnation, in material full compliance with all Legal Requirements, subject to the provisions of this Section 11.26.05. Manager shall, at Tenant’s request, provide general supervisory services with respect to completion of such work as part of the services provided hereunder in consideration of the management fees paid to Manager, however, Manager shall not be obligated to provide additional services unless Tenant and Manager enter into separate arrangements to provide such services and for stated additional consideration. If the cost of the repair or restoration of the affected Property Hotel exceeds the amount of the Award, Tenant then Manager shall give Landlord Notice thereof and Tenant written notice thereof, which notice shall set forth in reasonable detail the nature of such deficiency deficiency, and Tenant shall promptly thereafter advise Manager in writing whether Tenant shall will pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice notice to Tenant and Manager given within sixty (60) days after Tenant’s Notice notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord Manager or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to LandlordHotel.

Partial Condemnation. In If, during the event of Term, there is a partial Condemnation of less than but the whole of any Property such that such Property Hotel is still suitable not rendered Unsuitable for its Its Permitted Use, Tenant shallsubject to Section 6.07.A and 6.07.B, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or Manager shall cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements Hotel to be repaired and restored, in compliance with all Legal Requirements and Insurance Requirements and so that such Leased Improvements the untaken portion of the Hotel shall constitute a complete architectural unit of the same general character and condition (condition, to the extent practicable, as nearly as may be possible under the circumstances) as such Leased Improvements existing Hotel immediately prior to such Condemnation, partial Condemnation and in material compliance with all Legal Requirements, subject to System Standards in consideration of the provisions Procurement and Construction Supervision Fee. A. If the amount of this Section 11.2. If the Award is less than the cost of the repair or and restoration of the affected Property exceeds the amount of the AwardHotel, Tenant Manager shall give notice to Owner and Landlord Notice thereof which notice shall set setting forth the deficiency in reasonable detail detail. Owner shall have the nature of such right without any obligation and in its sole discretion, to fund the deficiency and whether Tenant shall pay give Manager and assume the amount of such deficiency Landlord notice within twenty (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement)20) days after notice from Manager. In the event Tenant shall elect If Owner elects not to pay and assume fund the amount of such deficiency, Landlord shall have the right without obligation and in its sole discretion, to fund the deficiency and shall give Manager and Owner notice within twenty (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (6020) days after Tenant’s Notice of notice from Owner. If neither Landlord nor Owner elect to fund the deficiency, this Agreement shall terminate and Owner and Landlord shall be entitled to elect retain the Award. B. If Owner or Landlord elects to make the funds necessary to cause the Hotel to be repaired and restored available for application to the cost of repair Manager, Owner shall (or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by shall cause Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of to) advance the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency additional amounts payable by Owner or Landlord has agreed to disburse, to Tenant Manager regularly during the repair and restoration period so period. Any such advances shall be made not more frequently than monthly within ten (10) Business Days after Manager submits to Owner a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to permit payment for the cost of such repair Owner and Landlord. Owner or restoration. Landlord may, at its option, may condition advancement of such Award the insurance proceeds and other amounts on (ai) the absence of any Event an event of Defaultdefault under the Lease, (bii) its approval of plans and specifications of an architect satisfactory to Landlord and Owner (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ estimates, (iv) architect’s certificates, (dv) conditional unconditional lien waivers of general contractors, if available, (evi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord required and (gvii) such other certificates as Landlord and Owner may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award The Procurement and such other amounts Construction Supervision Fee shall be subject to (x) paid on the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release last Business Day of the Award by calendar month following the applicable Facility Mortgagee calendar quarter to Landlordwhich the Procurement and Construction Supervision Fee relates, in arrears, based upon requisitions submitted in such calendar quarter.

Partial Condemnation. In the event of a Condemnation of less than the whole of If any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so Premises is taken by condemnation during the Lease Term, whether by exercise of governmental power or the sale or transfer by Lessor to an condemnor under threat of condemnation or while proceedings for condemnation are pending, this Lease shall remain in full force and effect except that such Leased Improvements shall constitute in the event a complete architectural unit partial taking (i) is more than thirty-three percent (33%) of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost Rentable square footage of the repair Premises; or restoration (ii) leaves the Premises unfit for the conduct of the affected Property exceeds the amount business of the AwardLessee, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord then Lessee shall have the right to terminate this Lease effective upon the date transfer of possession is required. Moreover, Lessor shall have the right to terminate this Lease effective on the date transfer of possession is required if more than thirty three percent (but not 33%) of the obligation), exercisable at Landlord’s sole election total square footage of the Premises is taken by Notice condemnation. Lessee and Lessor may elect to Tenant given exercise their respective rights to terminate this Lease pursuant to this Section by serving written notice to the other within sixty thirty (6030) days after Tenant’s Notice receipt of notice of condemnation (i.e., 30 days from the deficiency, to elect to make available date on which Lessor received such notice from the condemning authority for application to purposes of calculating the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement 30 days with respect to Lessor, and 30 days from the affected Property and date on which Lessee received a copy of such notice from Lessor for purposes of calculating the entire Award 30 days with respect to Lessee. All rent shall be allocated as set forth in Section 11.5. Subject paid up to the terms hereofdate of termination, Landlord and Lessee shall contribute have no claim against Lessor for the value of any unexpired portion of the Lease Term. If this Lease shall not be terminated, then Base Rent after such partial taking shall be that percentage of the adjusted Base Rent specified herein, equal to the cost percentage which the rentable square footage of restoration that the untaken part of the Award necessary Premises, immediately after the taking, bears to complete the rentable square footage of the entire Premises immediately before the taking. If Lessee’s continued use of the Premises requires alterations and repair by reason of a partial taking, all such alterations and repair shall be made by Lessor at Lessor’s expense. Lessee waives all rights it may have under California Code of Civil Procedure Section 1265.130 or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburseotherwise, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts terminate this Lease based on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordpartial condemnation.

Partial Condemnation. In If any part of the Farm shall be acquired or condemned by compulsory acquisition for any public or quasi-public use or purpose, and in the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant partial acquisition or condemnation shall, to in the extent opinion of the Award Landlord and any additional amounts disbursed by Landlord as hereinafter providedthe Tenant, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) render the untaken portion Farm unsuitable for the business of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of Tenant, then the same general character Landlord and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall each have the right (but not to terminate this Lease by notice given to the obligation), exercisable at Landlord’s sole election by Notice to Tenant given other within sixty (60) days after Tenant’s Notice the date of title vesting in any governmental authority and the deficiency, to elect to make available Tenant shall have no claim against the Landlord for application to the cost value of repair or restoration the amount any unexpired term of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c)this Lease. In the event that neither Landlord nor Tenant shall elect of a partial acquisition or condemnation which is not extensive enough to make such deficiency available render the Farm unsuitable for restorationthe business of the Tenant, either Landlord or Tenant may terminate this Agreement with respect to then the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute promptly restore the Farm (exclusive of the Tenant's machinery and equipment) to a condition comparable to its condition at the cost time of such condemnation; provided that the Landlord shall not in any event be required to spend for such repair, restoration that or alteration work an amount in excess of the respective amounts received by the Landlord as damages for the acquisition of such part of the Award necessary Farm. As used herein, the amount “received by the Landlord” shall mean that portion of the award or damages in condemnation received by the Landlord from the condemning authority which is free and clear of all prior claims or collections by the holders of any mortgages or deeds of trust, and this Lease shall continue in force and effect except that the fixed minimum annual rent shall be reduced in proportion to complete such repair the portion of the Farm lost in the acquisition. If more than twenty (20%) percent of the arable area of the Farm shall be acquired as aforesaid (whether or restorationnot the Farm shall be affected by the acquisition), together with severance the Landlord and the Tenant shall have the right to terminate this Lease by notice given to the other damages awarded within sixty (60) days after the date of title vesting in any governmental authority and the Tenant shall have no claim against the Landlord for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release value of the Award by the applicable Facility Mortgagee to Landlordunexpired term of this Lease.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property of the Collective Leased Properties such that such Leased Property is still suitable for its Permitted Primary Intended Use, Tenant shall, to the extent of the Award at its sole cost and any additional amounts disbursed by Landlord as hereinafter providedexpense, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements on such Leased Property so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such the Leased Improvements existing immediately prior to such Condemnation, in material full compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburseImprovements, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (ai) the absence of any continuing Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ ' estimates, (iv) architect’s 's certificates, (dv) conditional unconditional lien waivers of general contractors, if available, (evi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord required and (gvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s 's obligation to restore the applicable Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord. If the cost of the restoration of the applicable Leased Property exceeds that part of the Award necessary to complete such restoration, together with severance and other damages awarded for the taken Leased Improvements, Tenant shall contribute upon the demand of Landlord any excess amounts needed to restore such Leased Property. Such difference shall be paid by Tenant to Landlord and held by Landlord, together with such part of the Award and such severance and other damages, for application to the cost of restoration.

Partial Condemnation. In Except as otherwise provided in this Section 13.02, if any portion of the event of a Condemnation of Premises (less than the whole entire portion) is taken by condemnation during the Lease Term (whether by exercise of governmental power or the sale or transfer by Landlord to any Property such that such Property is still suitable condemnor under threat of condemnation or while proceedings for its Permitted Usecondemnation are pending), Tenant shall, to the extent then this Lease shall remain in full force and effect. If more than fifty percent (50%) of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion total Rentable Area of the applicable Leased Improvements so that Premises is taken by condemnation, and such Leased Improvements taking leaves the Premises unfit for the conduct of Tenant’s business, then Tenant shall constitute a complete architectural unit have the right to terminate this Lease effective as of the same general character and condition date transfer of possession is required. In addition, if more than fifty percent (as nearly as may be possible under the circumstances50%) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration total Rentable Area of the affected Property exceeds the amount of the AwardPremises is taken by condemnation, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, then Landlord shall have the right to terminate this Lease effective as of the date transfer of possession is required. Tenant and Landlord may elect to exercise their respective rights to terminate this Lease pursuant to this Section 13,02, if at all, by delivering written notice to the other party within thirty (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (6030) days after Tenant’s Notice receipt of the deficiency, to elect to make available for application to the cost of repair or restoration the amount notice of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum condemnation. All Rent shall be adjusted as provided in Section 3.1.1(c). In paid up to the event that neither Landlord nor date of effective termination, and Tenant shall elect to make such deficiency available for restoration, either have no claim against Landlord or Tenant may terminate this Agreement with respect to the affected Property and award for the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part value of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for unexpired portion of the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restorationLease Term. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval If this Lease shall not be unreasonably withheldterminated, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers then the Rent reserved herein shall be prorated on the basis the of general contractors, if available, (e) evidence the Rentable Area of approval the portion of the Premises retained by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant in proportion to the preceding paragraphRentable Area contained in the Premises immediately prior to the partial taking. If Tenant’s continued use of the Premises requires alterations and repair by reason of a partial taking, Tenant depositing the amount thereof with Landlord all such alterations and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts repair shall be subject to (x) the collection thereof made by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant at Tenant’s obligation sole cost and expense. Tenant waives all rights it may have under California Code of Civil Procedure Section 1265.130, or otherwise, to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordterminate this Lease based on partial condemnation.

Partial Condemnation. In If a (i) portion of the event Property that is not improved by buildings or structures as of the date of this Lease or (ii) a Condemnation portion of less than the whole improvements portion of the Property is so taken so that no termination of this lease occurs according to subsection 12.1.1, then Landlord is entitled to collect from such condemning authority the entire amount of any Property award in any such that proceeding or as consideration for any such Property is still suitable for its Permitted Useconveyance, Tenant this lease shall not terminate and Landlord shall, upon its receipt of such award in condemnation, restore said building improvements to as complete a building as is reasonably and practically possible in design, character and quality of the conditions of the building immediately prior to the extent condemnation; provided however, in any event, Landlord shall not be required to spend for any such repair, restoration or alteration work an amount in excess of the Award and any additional amounts disbursed received by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) damage for the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature taking of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that building improvements part of the Award necessary to complete such repair or restoration, together with severance Property and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord mayTenant, at its optionown cost and expense shall make all necessary repairs and alterations to its trade fixtures, condition advancement decoration, signs, machinery and contents. During the term of this Lease, unless Tenant terminates this Lease according to subsection 12.1.1, partial condemnation of the Property shall, during the period when the same are being repaired, restored and altered, serve to xxxxx the base rent to be paid to Landlord by Tenant hereunder and the payment of any other sums, monies, costs, charges or expenses required to be paid by Tenant hereunder with such abatements to be calculated by multiplying such amount by a fraction, the numerator of which is the square footage of the Demised Property that is being repaired, restored and altered and the denominator of which is the total square footage of the Demised Premises. Base Rent payable after any such taking and after all such repairs and restoration are effected by Landlord will thereafter be reduced in the same proportion as the gross leaseable area of the improvements is reduced and not repaired and restored as provided for above by or as a consequence of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordcondemnation.

Partial Condemnation. In the event of a Condemnation of less than the whole of If any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so Premises is taken by condemnation during the term, whether by exercise of governmental power or the sale or transfer by Landlord to any condemnor under threat of condemnation or while proceedings for condemnation are pending, this Lease shall remain in full force and effect; except that such Leased Improvements shall constitute in the event a complete architectural unit of partial taking leaves the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such CondemnationPremises unsuitable for occupation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, then Tenant shall give have the right to terminate this Lease effective upon the date transfer of possession is required unless Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement)makes other comparable arrangements for Tenant's space. In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not to terminate this Lease effective on the obligation), exercisable at Landlord’s sole election by Notice date transfer of possession is required if more than 33% of the total square footage of the Premises allocated to Tenant given is taken by condemnation. Tenant and Landlord may elect to exercise their respective rights to terminate this Lease pursuant to this paragraph by serving written notice to the other within sixty (60) 30 calendar days of their receipt of notice of condemnation, except that Tenant's notice shall be ineffective if Landlord serves notice upon Tenant of Landlord's election to provide alternate space equivalent to that condemned within ten calendar days of Tenant's delivery of notice to Landlord pursuant to this paragraph. All rent and other obligations of Tenant under this Lease shall be paid up to the date of termination, and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. If this Lease shall not be canceled, the rent after Tenant’s Notice such partial taking shall be that percentage of the deficiencyadjusted base rent provided for by this Lease, equal to elect to the percentage which the square footage of the untaken part of the Premises immediately after the taking plus such replacement square footage as Landlord may make available for application to Tenant bears to the cost square footage of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated Premises immediately before the taking. Any sums owing hereunder which are calculated on the basis of Tenant's pro rata share (as set forth in Section 11.5. Subject paragraph 1.4) shall also be adjusted to reflect any decrease in square footage of the Premises due to the terms hereof, Landlord shall contribute to the cost of restoration that part condemnation. If Tenant's continued use of the Award necessary to complete Premises requires alterations and repairs by reason of a partial taking, all such repair or restoration, together with severance alterations and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts repairs shall be subject to (x) the collection thereof made by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant at Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord's expense.

Partial Condemnation. In the event of a Condemnation of less than the whole of any the Leased Property such that such the Leased Property is still suitable for its Permitted Primary Intended Use, as reasonably determined by Landlord, Tenant shall, to the extent of that the Award and any additional amounts disbursed by Landlord as hereinafter providedare sufficient therefor, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements Facility so that such Leased Improvements the Facility shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements the Facility existing immediately prior to such Condemnation, in material full compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements portion of the Facility (provided, however, that the amount of such contribution shall not exceed such cost), and any deficiency Landlord has agreed to disburse, such amounts shall be advanced to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (ai) the absence of any continuing Event of Default, (bii) its approval of plans and specifications of an architect reasonably satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ ' estimates, (iv) architect’s 's certificates, (dv) conditional unconditional lien waivers of general contractors, contractors (if available), (evi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord required and (gvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof of the Award by Landlord and (y) the satisfaction of any applicable requirements of any the Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s 's obligation to restore the Leased Property shall be subject to the release of the Award and any additional funds to be disbursed by Landlord pursuant hereto required for restoration. Subject to Section 21.3.3, if Landlord has received the applicable Award, but elects not to make the Award available to Tenant for restoration, then Tenant shall have the right to terminate this Lease and Landlord shall pay to Tenant a termination fee equal to the amount of Tenant's Operating Profit for the immediately preceding Fiscal Year. Subject to Section 21.3.3, if Landlord has not received the Award, or the Award is insufficient to restore the untaken portion of the Facility Mortgagee as provided above, then Landlord, in its sole discretion, shall have the right to Landlordterminate this Lease and neither Landlord nor Tenant shall have any further liability hereunder, except for any liabilities which have arisen or occurred prior to such termination and those which expressly survive termination of this Lease, and Landlord shall be entitled to retain the entire Award; provided that Tenant shall be permitted to seek a separate award for the value of Tenant's Personal Property that was taken in such Condemnation; and provided further that if Landlord elects to terminate this Lease in accordance with this Section 11.2, then Landlord shall not be permitted to commence restoration of the untaken portion of the Leased Property for a period of one (1) year after the date of the Condemnation.

Partial Condemnation. In the event of a Condemnation of less than all of the whole Premises shall be taken for any public use or purpose by the right or the exercise of any Property the power of eminent domain, or shall be conveyed by the Lessor and Lessee acting jointly to avoid proceedings of such taking, and Lessee shall be of the good faith opinion that such Property it is still suitable for its Permitted Useeconomically feasible to effect restoration thereof, Tenant shallthen this Lease and all the covenants, conditions and provisions hereunder shall be and remain in full force and effect as to the Premises not so taken or conveyed. Lessee shall to the extent the proceeds of the Gross Condemnation Award are made available to it, pursuant to the terms hereof, remodel, repair and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken remaining portion of the applicable Leased Improvements Premises so that such Leased Improvements it shall constitute a complete architectural unit of be comparable to the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately Premises prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiencycondemnation; provided, however, that in such eventso doing, upon Lessee shall not be required to expend more than the amount of any disbursement Gross Condemnation Award actually received by Landlord thereof, the Minimum Rent Lessee. The Gross Condemnation Award allowed to Lessor and Lessee shall be adjusted paid to and received by the Parties as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on follows: (a) There shall be paid to the absence Lessor the value of any Event the portion of Defaultthe land so taken and Lessor’s reversionary interest in the improvements so taken, which land and reversionary improvements shall be valued as if unencumbered. Lessor shall further be paid an amount by which the Rent has been reduced by the taking; (b) its approval There shall be paid to the Lessee any amount by which Lessee’s profits and value of plans Lessee’s interest in the Lease and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), the Premises have been reduced by the taking after any payment required by the Lease; (c) general contractors’ estimates, There shall be paid to the Lessee the amount required to complete the remodeling and repairs to the Premises pursuant to (iva) architect’s certificates, above; (d) conditional lien waivers The Lessor and Lessee shall be paid portions of general contractorsthe balance of the Gross Condemnation Award or awards, if availableany, (e) evidence of approval by all governmental authorities which are allocable to and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award represented by the applicable Facility Mortgagee. Tenant’s obligation to restore value of their respective interest in the Leased Property shall be subject to the release of the Award Premises as found by the applicable Facility Mortgagee to Landlordcourt in its condemnation award.

Partial Condemnation. In the event of a Condemnation of less than the whole of If any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so Premises is taken by condemnation during the term, whether by exercise of governmental power or the sale or transfer by Lessor to a condemnor under threat of condemnation or while proceedings for condemnation are pending, this Lease shall remain in full force and effect except that in the event such Leased Improvements shall constitute a complete architectural unit taking leaves the Premises unfit for normal and proper conduct of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnationbusiness of Lessee, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord then Lessee shall have the right to terminate this Lease effective upon the date transfer of possession is required. Moreover, Lessor and Lessee shall have the right to terminate this Lease effective on the date transfer of possession is required if more than thirty-three percent (but not 33%) of the obligation), exercisable at Landlord’s sole election total square footage of the Premises is taken by Notice condemnation. Lessee and Lessor may elect to Tenant given exercise their respective rights to terminate this Lease pursuant to this Section by serving written notice to the other within sixty one hundred twenty (60120) days of their receipt of notice of condemnation. All rent shall be paid up to the date of termination, and Lessee shall have no claim against Lessor for the leasehold value, or the value of any unexpired term of this Lease. If this Lease shall not be canceled, the rent after Tenant’s Notice such partial taking shall be that percentage of the deficiencyadjusted base rent specified herein, to elect to make available for application equal to the cost percentage which the square footage of repair or restoration the amount untaken part of such deficiency; providedthe Premises, howeverimmediately after taking, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect bears to the affected Property and square footage of the entire Award shall be allocated Premises immediately before the taking. Any sums owing hereunder which are calculated on the basis of Lessee’s pro rata share (as set forth in Section 11.5. Subject 8.02) shall also be adjusted to reflect the decreased square footage of the Premises due to the terms hereof, Landlord shall contribute to the cost of restoration that part condemnation. If Lessee’s continued use of the Award necessary to complete Premises requires alterations and repair by reason of a partial taking, all such alterations and repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof made by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. TenantLessee at Lessee’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordexpense.

Partial Condemnation. In the event proceedings be taken, on one or more occasions, by any lawful authority to condemn or otherwise acquire by eminent domain, a substantial part of the Premises or, in the aggregate, in excess of twenty-five (25%) percent of the parking area available to, or reserved for OPERATOR, the OPERATOR shall have the option at any time after such proceedings are instituted, and prior to thirty (30) days after such taking of acquisition, to terminate this Agreement upon giving fifteen (15) days notice in writing to CITY. Said termination shall be effective as of the date possession of the building or Premises is taken by the condemning authority. In the event of such termination, any unearned payment shall be refunded to OPERATOR and the award for the condemnation shall be appropriated in the manner set forth in Section 16.1 hereof. 16.2.A. CITY may avoid a Condemnation termination by OPERATOR by supplying comparable additional parking in replacement of less than the whole of parking taken. Should OPERATOR not elect to so terminate this Agreement, or should any Property taking not be sufficient to allow OPERATOR such that such Property is still suitable for option to terminate, thin Agreement shall continue in full force and effect, and OPERATOR, at its Permitted Useown cost and expense, Tenant shall, but only to the extent the condemnation award is made available therefor, shall restore, repair and remodel the improvements to the Premises to a condition suitable for the business of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause OPERATOR permitted to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible conducted therein under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2Agreement. If Provided OPERATOR demonstrates that the revenue production capabilities of the Facility are reduced by the taking, OPERATOR shall be entitled to a reasonable reduction in the annual minimum payment provided for in the Agreement, thereafter required to be paid hereunder taking into consideration the potential revenue loss. OPERATOR shall also be entitled to a reasonable suspension or diminution of the payment required to be paid hereunder during the time required for any restoration and repair required by reason of the exercise of eminent domain according to the portion of the Premises rendered unusable, taking into consideration the time and extent of interference with OPERATOR'S business therein. Should OPERATOR not elect to terminate this Agreement, or should any taking not be Sufficient to allow OPERATOR the option to terminate, all sums, including damages and interest awarded shall be deposited promptly with a federally insured depository and shall be distributed and disbursed in the following order of priority: First, to OPERATOR the cost of restoring the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiencyimprovements; Second, to elect to make available for application to OPERATOR, the cost of repair or restoration restoring any and all improvements originally installed by OPERATOR, plus any amount awarded for detriment to business and/or for the amount reduction in the value of such deficiencyOPERATOR'S Agreement; providedThird, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect CITY a sum equal to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part value of the Award necessary to complete such repair or restorationPremises taken, together with severance valued as land exclusive of improvements and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburseunburdened by all Agreements; Fourth, to Tenant regularly during CITY any expenses or disbursements reasonably and necessarily incurred or paid by or on behalf of CITY or in connection with the restoration period so as condemnation proceedings; Fifth, to permit payment OPERATOR any expenses or disbursements reasonably and necessarily incurred or paid by or on behalf of OPERATOR for or in connection with the cost of such repair or restoration. Landlord maycondemnation proceedings; Sixth, at its option, condition advancement of such Award and other amounts on (a) the absence of to CITY any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordresidue.

Partial Condemnation. In the event of a Condemnation of (i) If less than the whole but more than twentyten percent (20%)(10%) of any Property the Leased Premises or more than fifty percent (50%) of the Common Areas shall be so taken under eminent domain, or sold to public authority under threat or in lieu of such that such Property is still suitable for its Permitted Usea taking, Tenant shall, shall have the right either to terminate this Lease and declare the extent same null and void as of the Award and any additional amounts disbursed day possession is taken by Landlord as hereinafter providedpublic authority, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirementsor, subject to the provisions Landlord’s right of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall termination as set forth in reasonable detail Section 18.02(b) of this Article, to continue in the nature possession of the remainder of the Leased Premises, upon notifying Landlord in writing within ten (10) days after such deficiency and whether Tenant shall pay and assume the amount taking of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement)Tenant’s intention. In the event Tenant elects to remain in possession, all of the terms herein provided shall elect not continue in effect, except that, as of the day possession of such percentage of the Leased Premises is taken by public authority, the minimum rent and other charges payable by Tenant to Landlord (to the extent that such charges are based upon the square foot area of the Leased Premises) shall be reduced in proportion to the floor area of the Leased Premises taken and the Minimum Gross Sales above which percentage rent is computed and payable shall likewise be proportionately reduced; thereafter, Landlord shall, at its own cost and expense, make all necessary repairs or alterations to the basic building, so as to constitute the remaining Leased Premises a complete architectural unit, and Tenant, at Tenant’s sole cost, shall similarly act with respect to Tenant’s improvements, trade fixtures, furnishings and equipment. S23 COMMON AREA CHARGE (ii) If twentyten percent (20%)(10%) or less of the Leased Premises shall be so taken, the lease term shall cease only on the part so taken, as of the day possession shall be taken by such public authority, and Tenant shall pay rent and assume other charges up to that day, with appropriate credit by Landlord (toward the next installment of such rent or charges due from Tenant) of such rent or charges as may have been paid in advance for a period subsequent to the date of the taking; thereafter, the minimum rent and other charges payable to Landlord (to the extent that such charges are based upon the square foot area of the Leased Premises) shall be reduced in proportion to the amount of such deficiencythe Leased Premises taken and the Minimum Gross Sales above which percentage rent is computed and payable shall likewise be proportionately reduced. Landlord shall, Landlord shall have at its expense, make all necessary repairs or alterations to the right (but not basic building, so as to constitute the obligation)remaining Leased Premises a complete architectural unit, exercisable and Tenant, at LandlordTenant’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiencycost, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement similarly act with respect to Tenant’s improvements, trade fixtures, furnishings and equipment. (b) If more than fifty percent (50%) of the affected Property and building in which the entire Award Leased Premises are located, or more than fifty percent (50%) of the Leased Premises, or more than fifty percent (50%) of the Shopping Center or of the Common Areas, shall be allocated as set forth taken under power of eminent domain, or sold to public authority under the threat or in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost lieu of such repair or restoration. a taking, Landlord may, at its optionby written notice to Tenant delivered on or before the tenth (10th) day following the date of surrendering possession to the public authority, condition advancement terminate this Lease as of the day possession is taken by public authority. The rent and other charges shall be paid up to the day possession is taken by public authority, with an appropriate refund by Landlord of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory rent as may have been paid in advance for a period subsequent to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordthat date.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section SECTION 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; providedPROVIDED, howeverHOWEVER, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(cSECTION 3.1.1(b). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section SECTION 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award received by Landlord and necessary to complete such repair or restoration, together with severance and other damages awarded to Landlord for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such portion of the Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (cb) general contractors’ estimates, (ivc) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), ) if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section SECTION 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Property Mortgage, and the release of such Award by the applicable Facility Property Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of any portion of the Award by the applicable Facility Property Mortgagee to Landlord.

Partial Condemnation. In i) If there is a partial condemnation and Landlord decides to terminate pursuant to subsection 18(a)(iii) hereof then Tenant may require Landlord, except during the event last two (2) years of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shallTerm, to withdraw its notice of termination by: [A] giving Landlord written notice thereof within ten (10) days from transmission of Landlord's notice to Tenant of Landlord's intention to terminate, [B] agreeing to pay the extent cost of restoration in excess of the Award and any additional amounts disbursed condemnation proceeds reduced by those sums expended by Landlord as hereinafter providedin collecting the condemnation proceeds, commence and [C] giving Landlord adequate security for such payment within such ten (or cause 10) day period. ii) If there is a partial condemnation and this Lease has not been terminated pursuant to be commencedsubsection (a) promptly hereof, Landlord shall restore the Building and continue diligently to restore (or cause to be restored) the untaken portion improvements which are part of the applicable Leased Improvements so that such Leased Improvements shall constitute Premises to a complete architectural unit of the same general character condition and condition (size as nearly comparable as may be reasonably possible under to the circumstances) as such Leased Improvements existing condition and size thereof immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof date upon which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord possession shall have been taken by the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiencycondemnor; provided, however, that Landlord shall only be obligated to restore such damage from condemnation to the extent possible with the award damage. If the condemnation proceeds are more than adequate to cover the cost of restoration and the Landlord's expenses in such eventcollecting the condemnation proceeds, upon any disbursement excess proceeds shall be retained by Landlord thereofor applied to repayment of any mortgage secured by the Premises. iii) If there is a partial condemnation and this Lease has not been terminated by the date upon which the condemnor obtains possession, the Minimum Rent obligations of Landlord and Tenant under this Lease shall be adjusted as provided in Section 3.1.1(c)unaffected by such condemnation except that there shall be an equitable abatement for the balance of the Term of the Fixed Basic Rent according to the value of the Premises before and after the date upon which the condemnor takes possession. In the event that neither Landlord nor Tenant shall elect the parties are unable to make agree upon the amount of such deficiency available for restorationabatement, either Landlord or Tenant party may terminate this Agreement with respect submit the issue to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordarbitration.

Partial Condemnation. In the event of a Condemnation of less than the whole of any the Leased Property such that such the Leased Property is still suitable not rendered Unsuitable for its Its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such the Leased Improvements existing immediately prior to such Condemnation, in material full compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Leased Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this AgreementLease). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon following any disbursement by Landlord thereofthereof and upon completion of such repairs, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord.3.1

Partial Condemnation. In If only a part of the event Demised Premises shall be taken by any condemning authority under the power of eminent domain or conveyed in lieu of any such taking, then, except as otherwise provided in this Section, this Lease and the term shall continue in full force and effect and there shall be no reduction in the Rent. From and after the date actual physical possession of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that building or parking area on the Demised Premises is transferred to such Leased Improvements condemning authority, the Rent shall constitute a complete architectural unit be reduced in the proportion which the floor area of the same general character and condition (as nearly as may be possible under part of the circumstances) as such Leased Improvements existing building on the Demised Premises so acquired, if any, bears to the total floor area of the building on the Demised Premises immediately prior to the date such Condemnationactual physical possession is transferred. If (a) more than thirty-five percent (35%) of the floor area of all buildings on the Demised Premises or such other portion of the Demised Premises as shall materially interfere with Tenant's use of the Demised Premises as permitted hereunder shall be taken under eminent domain or conveyed in lieu of any such taking, or (b) more than thirty-five percent (35%) of the parking spaces on the Demised Premises shall be taken under eminent domain or conveyed in material compliance with all Legal Requirements, subject lieu of any such taking and Landlord is unable to provide parking spaces on land immediately contiguous to the provisions of this Section 11.2. If the cost Demised Premises equal to one-half of the repair or restoration number of the affected Property exceeds the amount of the Awardparking spaces taken, Landlord and Tenant shall give Landlord Notice thereof which each have the right to terminate this Lease and declare the same null and void, by written notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant intention to the other party within thirty (30) days after the date the order is entered in such eminent domain proceeding establishing the date upon which actual physical possession shall pay and assume be transferred to the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement)condemning authority. In the event neither party exercises said right of termination, the Lease Term shall cease only on the part of the Demised Premises so taken as of the date actual physical possession is transferred to the condemning authority and Tenant shall elect not pay Annual Base Rent and Additional Rent up to pay and assume the amount that day, with appropriate refund by Landlord of such deficiency, Landlord shall Rent as may have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available been paid in advance for application a period subsequent to the cost of repair or restoration date actual physical possession is transferred, and thereafter all the amount of such deficiency; providedterms herein provided shall continue in effect, however, in such event, upon any disbursement by Landlord thereof, except that the Minimum Rent shall be adjusted as provided reduced in Section 3.1.1(c). In the event that neither proportion stated above and Landlord nor Tenant shall elect to shall, at its own cost and expense, make such deficiency available for restoration, either Landlord all the necessary repairs or Tenant may terminate this Agreement with respect alterations to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period remaining Demised Premises so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory cause it to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlorda complete architectural unit.

Partial Condemnation. In If any part (but not all) of the event Premises is -------------------- Condemned and such partial Condemnation renders the balance of a the Premises not reasonably usable for the normal business or operations of Tenant at the Premises, as reasonably determined by Landlord and Tenant, then this Lease shall terminate as of the date of title vesting in such proceeding (or such earlier date as the Premises are rendered not reasonably usable for the normal business of Tenant at the Premises) and Rent shall be adjusted to such date. If such Condemnation is not sufficiently extensive to render the balance of less than the whole Premises not reasonably usable for the normal business of any Property such that such Property is still suitable for its Permitted UseTenant as reasonably determined by Landlord and Tenant, Tenant then Landlord shall, to the extent of available Condemnation proceeds from the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute Premises Condemned, restore the Premises to a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing comparable to its condition immediately prior to such Condemnation less the portion thereof lost in such Condemnation, and this Lease shall continue in material compliance with all Legal Requirementsfull force and effect and, subject as of the date of such title vesting, the Rent shall be equitably reduced as reasonably determined by Landlord. If any parking areas within the Premises are Condemned to such an extent that the Premises are not reasonably useable for the normal business of Tenant as reasonably determined by Landlord and Tenant, then Tenant may elect to terminate this Lease upon written notice to Landlord. Additionally, (i) if in the reasonable opinion of Landlord the remaining portion of the Premises not Condemned cannot reasonably or practicably be repaired or converted so as to permit substantially the same use for which the Premises was used immediately prior to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiencyCondemnation, Landlord shall have the right (but not to terminate this Lease by giving the obligation), exercisable Tenant at Landlord’s sole election by Notice to Tenant given within least sixty (60) days after Tenant’s Notice days' written notice of such termination, and (ii) if the Condemnation has a material adverse effect upon the means of access to the Premises or twenty-five percent (25%) or more of the deficiencyPremises will be taken through Condemnation, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor then Tenant shall elect have the right to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Lease by giving Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on least sixty (a60) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlorddays' notice thereof.

Partial Condemnation. In the event of a Condemnation of less than the whole of any the Leased Property such that such the Leased Property is still suitable for its Permitted Primary Intended Use, as reasonably determined by Landlord, Tenant shall, to the extent of that the Award and any additional amounts disbursed by Landlord as hereinafter providedare sufficient therefor, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements Facility so that such Leased Improvements the Facility shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements the Facility existing immediately prior to such Condemnation, in material full compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements portion of the Facility (provided, however, that the amount of such contribution shall not exceed such cost), and any deficiency Landlord has agreed to disburse, such amounts shall be advanced to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (ai) the absence of any continuing Event of Default, (bii) its approval of plans and specifications of an architect reasonably satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ ' estimates, (iv) architect’s 's certificates, (dv) conditional unconditional lien waivers of general contractors, contractors (if available), (evi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord required and (gvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof of the Award by Landlord and (y) the satisfaction of any applicable requirements of any the Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s 's obligation to restore the Leased Property shall be subject to the release of the Award and any additional funds to be disbursed by Landlord pursuant hereto required for restoration. Subject to Section 21.3.3, if Landlord has received the applicable Award, but elects not to make the Award available to Tenant for restoration, then Tenant shall have the right to terminate this Lease and Landlord shall pay to Tenant a termination fee equal to the amount of Tenant's Operating Profit for the immediately preceding Fiscal Year. Subject to Section 21.3.3, if Landlord has not received the Award, or the Award is insufficient to restore the untaken portion of the Facility Mortgagee as provided above, then Landlord, in its sole discretion, shall have the right to Landlordterminate this Lease and neither Landlord nor Tenant shall have any further liability hereunder, except for any liabilities which have arisen or occurred prior to such termination and those which expressly survive termination of this Lease, and Landlord shall be entitled to retain the entire Award; provided that Tenant shall be permitted to seek a separate award for the value of Tenant's Personal Property that was taken in such Condemnation.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award actually received by Tenant and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such the Leased Improvements existing immediately prior to such Condemnation, in material full compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected such Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s 's sole election by Notice to Tenant given within sixty (60) days after Tenant’s 's Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and Property, whereupon, the entire Award shall be allocated as set forth in Section 11.5retained by Landlord and Tenant shall thereafter have no obligation to pay Rent for periods arising after the effective date of termination. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ ' estimates, (iv) architect’s 's certificates, (dv) conditional unconditional lien waivers of general contractors, if available, (evi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord required and (gvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) during the satisfaction last two (2) years of any applicable requirements of any Facility Mortgagethe Term, and the release of such Award by the applicable Facility Hotel Mortgagee; otherwise each such Hotel Mortgagee shall be obligated to make such funds available for Landlord's use in accordance with the terms of this Agreement. If any Hotel Mortgagee shall be unwilling to disburse Award proceeds in accordance with the terms of this Agreement, by the giving of Notice thereof to Landlord within ten (10) Business Days after Tenant learns of such unwillingness, to treat such Property as rendered Unsuitable for its Permitted Use for purposes of Section 11.1. Tenant’s 's obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Hotel Mortgagee to LandlordLandlord or directly to Tenant.

Partial Condemnation. If any part of the Leased Premises shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose, and in the event that such partial taking or condemnation shall, in the opinion of Landlord and Tenant render the Leased Premises unsuitable for the business of the Tenant, then Landlord and Tenant shall each have the right to terminate this Lease by notice given to the other within sixty (60) days after the date of title vesting in such proceeding and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. In the event of a Condemnation partial taking or condemnation which is not extensive enough to render the premises unsuitable for the business of the Tenant, then Landlord shall promptly restore the Leased Premises (exclusive of Tenant's equipment and trade fixtures) to a condition comparable to its condition at the time of such condemnation less than the whole portion lost in the taking and the building of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, which the Leased Premises forms a part to the extent necessary to constitute the portion of the Award and building not so taken as a complete architectural unit; provided that Landlord shall not in any additional event be required to spend for such repair, restoration or alteration work an amount in excess of the respective amounts disbursed received by Landlord as hereinafter provideddamages for the taking of such part of the Leased Premises and of the building of which the same forms a part. As used herein, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken amount "received by Landlord shall mean that portion of the applicable Leased Improvements so award or damages in condemnation received by Landlord from the condemning authority which is free and clear of all prior claims or collections by the holders of any mortgages or deeds of trust or any ground or underlying lessors, and this Lease shall continue in full force and effect except that such Leased Improvements the fixed minimum annual rental shall constitute a complete architectural unit be reduced in proportion to the portion of the same general character and condition (as nearly as may be possible under Leased Premises lost in the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2taking. If the cost more than twenty (20%) of the repair or restoration floor area of the affected Property exceeds buildings in the amount of Shopping Center shall be taken as aforesaid (whether or not the Award, Tenant Leased Premises shall give Landlord Notice thereof which notice shall set forth in reasonable detail be effected by the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreementtaking). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not to terminate the obligation), exercisable at Landlord’s sole election Lease by Notice to Tenant given within sixty (60) days after Tenant’s Notice the date of title vesting in such proceedings and Tenant shall have no claim against Landlord for the value of the deficiency, to elect to make available for application to the cost unexpired term of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to LandlordLease.

Partial Condemnation. In the event of a Condemnation of If less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent all or substantially all of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to Demised Premises shall be commenced) promptly and continue diligently to restore (or cause to be restored) taken in the untaken portion exercise of the applicable Leased Improvements power of eminent domain by any sovereign, municipality or other public or private authority, then this Lease shall continue in force and effect and Lessor shall proceed with reasonable diligence to carry out any necessary repair and restoration so that such Leased the remaining Improvements shall constitute a complete architectural structural unit or units which can be operated as a health care facility on an economically feasible basis under the provisions hereof. If Lessor shall fail or neglect to supply sufficient workmen or sufficient materials of proper quality, or shall fail in any other respect to prosecute such work of repair or restoration with diligence and promptness, then Lessee may give Lessor written notice of such failure or neglect, and, if such failure or neglect continues for twenty (20) days after such notice, then Lessee, in addition to all rights which Lessee may have, including, without limitation, the same general character right to cancel and condition (terminate this Lease, may enter upon the Demised Premises, provide labor and/or materials, cause the performance of any contract, and/or do such other acts and things as nearly as Lessee may deem advisable to prosecute such work. All costs and expenses incurred by Lessee in carrying out such work shall be borne by Lessor and shall be payable by Lessor to Lessee upon demand, which demand may be possible under the circumstances) made by Lessee from time to time as such Leased Improvements existing immediately prior to such Condemnationcosts and expenses are incurred, in material compliance with addition to any and all Legal Requirementsdamages to which Lessee may be entitled hereunder. The award(s) for any such partial taking shall be paid to Lessor or Lessee, subject as their interests may appear; provided, however, that Lessor shall be excused from obligation to repair and restore the provisions of this Section 11.2. If Improvements if Lessee shall fail to make any such award available to Lessor to pay the cost of the repair or and restoration work required of Lessor hereunder. The Rent shall, as of the affected Property exceeds date of taking of possession by such authority, be decreased by an amount equal to that proportion of such Rent which the amount value of that portion so taken has to the value of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of Demised Premises immediately prior to such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement)taking. In the event Tenant shall that, by reason of subordination of this Lease to any Fee Mortgage, any such award for any such taking is not paid or made available for restoration of the Improvements as hereinbefore provided, then Lessee, at Lessee's option, may elect not to pay and assume the amount of such deficiency, Landlord shall have the right terminate this Lease by giving ten (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (6010) days after Tenant’s Notice of the deficiencynotice in writing to Lessor, electing to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility MortgageLease, and the release Term hereof shall expire by limitation at the expiration of such Award by said ten (10) days notice as fully and completely as if said date were the applicable Facility Mortgagee. Tenant’s obligation to restore date herein originally fixed for the Leased Property shall be subject to the release expiration of the Award by the applicable Facility Mortgagee to Landlordterm hereof.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord.,

Partial Condemnation. If any part of the Premises shall be so taken or conveyed, and in the event that such partial taking or conveyance shall render the Premises unsuitable for the business of Tenant in Tenant's , then the term of this Lease shall terminate as of the date on which possession of the Premises is required to be surrendered to the condemning authority, all rent and other charges shall be paid up to that date, and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. In the event of a Condemnation partial taking or conveyance which is not extensive enough to render the Premises unsuitable for the business of less than Tenant, then Landlord shall promptly restore the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, Premises to the extent of condemnation proceeds available for such purpose to a condition comparable to their condition at the Award time of such condemnation less the portion lost in the taking, Tenant shall promptly make all necessary repairs, restoration and any additional amounts disbursed by Landlord as hereinafter providedalterations of Tenant's fixtures, equipment and furnishings and shall promptly reenter the Premises and commence (or cause to doing business in accordance with the provisions of this Lease and this Lease shall continue in full force and effect. In such event, the Fixed Minimum Rent shall be commenced) promptly and continue diligently to restore (or cause to be restored) reduced in the untaken portion same proportion that the floor area of the applicable Leased Improvements Premises so that such Leased Improvements shall constitute a complete architectural unit taken or conveyed bears to the floor area of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing Premises immediately prior to such Condemnationtaking or conveyance, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost such reduction commencing as of the repair or date Tenant is required to surrender possession of such portion. For purposes of determining the amount of funds available for restoration of the affected Property exceeds Premises from the condemnation award, said amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect deemed to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements award which remains after payment of Landlord's reasonable expenses incurred in recovering same and any deficiency Landlord has agreed amounts due to disburseany Mortgagee, to Tenant regularly during and which represents a portion of the restoration period total sum so as to permit payment available (excluding any award or other compensation for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (aland) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant equitably allocable to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to LandlordPremises.

Partial Condemnation. In If only a part of the event Leased Premises shall be taken by any public authority under the power of a Condemnation eminent domain, then, except as otherwise provided in this Section 13.2, this Lease and the Term shall continue in full force and effect, but, from and after the date possession shall be taken by such public authority, the Base Rent shall be reduced in the proportion which the area or the part of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, Leased Premises so acquired bears to the extent total area of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing Premises immediately prior to such Condemnationcondemnation. If, in material compliance with all Legal Requirementsby reason of such condemnation, subject Tenant’s ability to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Awardcontinue to operate its business shall be materially impaired, Tenant shall give have the right to terminate this Lease by written notice of termination to Landlord Notice thereof which notice shall set forth in reasonable detail the nature of within thirty (30) days after such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement)taking. In the event Tenant does not exercise said right of termination, the Term shall elect not cease only as to the part so taken as of the date possession shall be taken by such public authority and Tenant shall pay Rent for such part up to such date, with an appropriate refund by Landlord of such Rent as may have been paid in advance for such part for a period subsequent to the date of the taking, and assume thereafter all the terms herein provided shall continue in effect, except that Base Rent shall be reduced in proportion to the amount of such deficiencythe Leased Premises taken, and Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice make condemnation proceeds available to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application all the necessary repairs or alterations to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property Leased Premises and the entire Award shall be allocated Improvements as set forth in Section 11.5. Subject to the terms hereoforiginally constructed, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment constitute the remaining Leased Premises and the Improvements as a complete architectural unit sufficient for the cost operation of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to LandlordUse.

Partial Condemnation. If less than all or substantially all of the Leased Premises or any portion of the Shopping Center shall be permanently taken or condemned for any public purpose, then Landlord shall have the option of terminating this Lease by written notice to Tenant within ten (10) days from the date of such condemnation or taking. If this Lease is terminated as provided above, this Lease shall cease and expire as if the date of transfer of possession of the Leased Premises, the Shopping Center, or any portion thereof, was the expiration date of this Lease. In the event that this Lease is not terminated by either Landlord or Tenant as aforesaid, Tenant shall pay the Rental up to the date of transfer of possession of such portion of the Leased Premises so taken or condemned and this Lease shall thereupon cease and terminate with respect to such portion of the Leased Premises so taken or condemned as if the date of transfer of possession of the Leased Premises was the expiration date of the Lease term relating to such portion of the Leased Premises. Thereafter the Base Rent and Additional Rent shall be adjusted on a pro rata, Rentable Square Foot basis. In the event of a Condemnation any such condemnation or taking and this Lease is not so terminated, Landlord shall promptly repair the Leased Premises so that the remaining portion of less than the whole of any Property such Leased Premises or Building, as the case may be, shall constitute an architectural unit, fit for Tenant’s occupancy and business; provided, however, that such Property is still suitable for its Permitted Use, Tenant shall, Landlord’s obligation to repair hereunder shall be limited to the extent of the Award and net proceeds made available to Landlord for such repair from any additional amounts disbursed by Landlord as hereinafter provided, commence (such condemnation or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement)taking. In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice any temporary taking or condemnation for any public purpose of the deficiency, to elect to make available for application to the cost of repair Leased Premises or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord portion thereof, the Minimum then this Lease shall continue in full force and effect except that Base Rent and Additional Rent, shall be adjusted on a pro rata rentable square foot basis for the period of time that the Leased Premises are so taken as provided in Section 3.1.1(c). In of the event that neither date of transfer of possession of the Leased Premises and Landlord nor Tenant shall elect be under no obligation to make such deficiency available for restoration, either Landlord any repairs or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordalterations.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property of the Collective Leased Properties such that such Leased Property is still suitable for its Permitted Primary Intended Use, Tenant shall, to the extent of the Award at its sole cost and any additional amounts disbursed by Landlord as hereinafter providedexpense, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements on such Leased Property so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such the Leased Improvements existing immediately prior to such Condemnation, in material full compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburseImprovements, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, ; (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), ; (c) general contractors’ ' estimates, (iv) architect’s certificates, ; (d) conditional architect's certificates; (e) unconditional lien waivers of general contractors, if available, ; (ef) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord ; and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s 's obligation to restore the applicable Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord and Landlord's release of the Award to Tenant in accordance with the terms of this Agreement. If the cost of the restoration of the applicable Leased Property exceeds that part of the Award necessary to complete such restoration, together with severance and other damages awarded for the taken Leased Improvements, Tenant shall contribute upon the demand of Landlord any excess amounts needed to restore such Leased Property. Such difference shall be paid by Tenant to Landlord and held by Landlord, together with such part of the Award and such severance and other damages, for application to the cost of restoration.

Partial Condemnation. In the event of a Condemnation of (i) If less than the whole but more than twentyten percent (20%)(10%) of any Property the Leased Premises or more than fifty percent (50%) of the Common Areas shall be so taken under eminent domain, or sold to public authority under threat or in lieu of such that such Property is still suitable for its Permitted Usea taking, Tenant shall, shall have the right either to terminate this Lease and declare the extent same null and void as of the Award and any additional amounts disbursed day possession is taken by Landlord as hereinafter providedpublic authority, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirementsor, subject to the provisions Landlord’s right of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall termination as set forth in reasonable detail Section 18.02(b) of this Article, to continue in the nature possession of the remainder of the Leased Premises, upon notifying Landlord in writing within ten (10) days after such deficiency and whether Tenant shall pay and assume the amount taking of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement)Tenant’s intention. In the event Tenant elects to remain in possession, all of the terms herein provided shall elect not continue in effect, except that, as of the day possession of such percentage of the Leased Premises is taken by public authority, the minimum rent and other charges payable by Tenant to Landlord (to the extent that such charges are based upon the square foot area of the Leased Premises) shall be reduced in proportion to the floor area of the Leased Premises taken and the Minimum Gross Sales above which percentage rent is computed and payable shall likewise be proportionately reduced; thereafter, Landlord shall, at its own cost and expense, make all necessary repairs or alterations to the basic building, so as to constitute the remaining Leased Premises a complete architectural unit, and Tenant, at Tenant’s sole cost, shall similarly act with respect to Tenant’s improvements, trade fixtures, furnishings and equipment. (ii) If twentyten percent (20%)(10%) or less of the Leased Premises shall be so taken, the lease term shall cease only on the part so taken, as of the day possession shall be taken by such public authority, and Tenant shall pay rent and assume other charges up to that day, with appropriate credit by Landlord (toward the next installment of such rent or charges due from Tenant) of such rent or charges as may have been paid in advance for a period subsequent to the date of the taking; thereafter, the minimum rent and other charges payable to Landlord (to the extent that such charges are based upon the square foot area of the Leased Premises) shall be reduced in proportion to the amount of such deficiencythe Leased Premises taken and the Minimum Gross Sales above which percentage rent is computed and payable shall likewise be proportionately reduced. Landlord shall, Landlord shall have at its expense, make all necessary repairs or alterations to the right (but not basic building, so as to constitute the obligation)remaining Leased Premises a complete architectural unit, exercisable and Tenant, at LandlordTenant’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiencycost, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement similarly act with respect to Tenant’s improvements, trade fixtures, furnishings and equipment. (b) If more than fifty percent (50%) of the affected Property and building in which the entire Award Leased Premises are located, or more than fifty percent (50%) of the Leased Premises, or more than fifty percent (50%) of the Shopping Center or of the Common Areas, shall be allocated as set forth taken under power of eminent domain, or sold to public authority under the threat or in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost lieu of such repair or restoration. a taking, Landlord may, at its optionby written notice to Tenant delivered on or before the tenth (10th) day following the date of surrendering possession to the public authority, condition advancement terminate this Lease as of the day possession is taken by public authority. The rent and other charges shall be paid up to the day possession is taken by public authority, with an appropriate refund by Landlord of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory rent as may have been paid in advance for a period subsequent to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordthat date.

Partial Condemnation. In If any portion of the Premises is taken by Condemnation during the Term, this Lease shall remain in full force and effect; except that if a partial taking leaves the Premises unsuitable for occupancy, Tenant may terminate this Lease effective on the date transfer of possession is required unless Landlord makes other comparable arrangements for Tenant's space. Landlord and Tenant shall each have the right to terminate this Lease effective on the date transfer of possession is required in the event of a Condemnation of less more than 25% of the whole Floor Area of any Property such that such Property is still suitable for the Premises. Either party may exercise its Permitted Use, Tenant shall, right to terminate this Lease by serving 30 Days written notice to the extent other within 30 Days of their receipt of notice of condemnation, except that Tenant's notice shall be ineffective if Landlord serves written notice upon Tenant of Landlord's election to provide alternate space equivalent to that condemned within 10 Days of Tenant's deliver of notice to Landlord pursuant to this Paragraph. Tenant shall have the Award right of reasonable approval of replacement space. Landlord shall be required to deliver the alternate space to Tenant within 60 Days of Landlord's notice to Tenant of its election to provide alternate space. All rent and other obligations of Tenant under this Lease shall be paid to the date of Termination; Tenant shall have no claim against Landlord for any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken unexpired portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of Term if the same general character and condition (as nearly as may be possible Lease is terminated under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2Paragraph. If the cost of the repair or restoration of the affected Property exceeds the amount of the Awardthis Lease is not canceled after a partial taking, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency Base Monthly Rent and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent 's Pro Rata Share shall be adjusted as provided to reflect the net change in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part Floor Area of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restorationPremises. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to LandlordTENANT WAIVES CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1265.130.

Partial Condemnation. (a) If there is a partial taking of the Premises during the Lease Term or Lease Term Extension, under the power of eminent domain, this Lease shall terminate as to the portion of the Premises so taken on the date title or possession vests in the condemnor, or the purchaser, whichever is earlier (the “termination date”). For the remainder of the Premises not taken under the power of eminent domain, this Lease shall continue in full force and effect. Lessee shall, with reasonable diligence, repair the portion of the Premises so as to restore it to a condition reasonably suitable for Xxxxxx's continued occupancy and business use. All restoration shall be at the expense of Xxxxxx and subject to all provisions of this Lease, and Xxxxxx shall be entitled to the portion of any award of damages attributable to restoration of the Premises. During the restoration period, if Xxxxxx is able to continue the full and normal operation of the Facilities, there shall be no abatement of rent. If, however, the Facilities cannot continue to be operated during the restoration period, the payment of rent shall be abated and the term extended for the period of business disruption. If, during the restoration period, the Facilities cannot continue to be fully and normally operated in a manner similar to that prior to the taking, the payment of rent shall be abated to the extent and in proportion which the income generated by the portion of the Facilities which has been disrupted bears to the overall gross income from the Facilities for the Lease year preceding the taking. (b) Xxxxxx and Lessee agree that this Lease shall govern the rights and obligations of the parties in the event of a partial taking by eminent domain and that they each waive the provisions of Code of Civil Procedure Section 1265.130, permitting a party to a lease to petition the Superior Court for termination of a lease in the event of a partial taking of the Premises. (c) In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent partial taking of the Award and any additional amounts disbursed by Landlord as hereinafter providedPremises, commence (or cause Lessee shall be entitled to be commenced) promptly and continue diligently to restore (or cause to be restored) receive the untaken following: the value of Xxxxxx’s Lease term of the portion of the applicable Leased Improvements so Premises taken; any award that such Leased Improvements may be made for Lessee’s trade fixtures and improvements made by Lessee to the Premises that Lessee does not remove but has the right to remove under this Lease; a reasonable amount for removal and relocation expenses if Lessee removes the fixtures or improvements provided that amount shall constitute a complete architectural unit not exceed the market value of the same general character improvements and condition (fixtures. If this Lease is continued as nearly as to the portion of the Premises not condemned, Xxxxxx shall also be entitled to receive any award made for alterations, modifications or repairs that may be possible under reasonably required in order to place the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost remaining portion of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth Premises not taken in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded a suitable condition for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost continuance of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architectXxxxxx’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordtenancy.

Partial Condemnation. In i) If there is a partial condemnation and Landlord decides to terminate pursuant to subsection 18(a)(iii) hereof then Tenant may require Landlord, except during the event last two (2) years of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shallTerm, to withdraw its notice of termination by: [A] giving Landlord written notice thereof within ten (10) days from transmission of Landlord's notice to Tenant of Landlord's intention to terminate, [B] agreeing to pay the extent cost of restoration in excess of the Award and any additional amounts disbursed condemnation proceeds reduced by those out of pocket costs reasonably expended by Landlord as hereinafter providedin collecting the condemnation proceeds, commence and [C] giving Landlord adequate security for such payment within such ten (or cause 10) day period. ii) If there is a partial condemnation and this Lease has not been terminated pursuant to be commencedsubsection (a) promptly hereof, Landlord shall restore the Building and continue diligently to restore (or cause to be restored) the untaken portion improvements which are part of the applicable Leased Improvements so that such Leased Improvements shall constitute Premises to a complete architectural unit of the same general character condition and condition (size as nearly comparable as may be reasonably possible under to the circumstances) as such Leased Improvements existing condition and size thereof immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2date upon which possession shall have been taken by the condemnor. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation condemnation proceeds are adequate to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to cover the cost of repair or restoration and the amount of such deficiency; providedLandlord's expenses in collecting the condemnation proceeds, however, in such event, upon any disbursement excess proceeds shall be retained by Landlord thereofor applied to repayment of any mortgage secured by the Premises. iii) If there is a partial condemnation and this Lease has not been terminated by the date upon which the condemnor requires possession, the Minimum Rent obligations of Landlord and Tenant under this Lease shall be adjusted as provided in Section 3.1.1(c)unaffected by such condemnation except that there shall be an equitable abatement for the balance of the Term of the Fixed Basic Rent according to the value of the Premises before and after the date upon which the condemnor takes possession. In the event that neither Landlord nor Tenant shall elect the parties are unable to make agree upon the amount of such deficiency available for restorationabatement, either Landlord or Tenant party may terminate this Agreement with respect submit the issue to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordarbitration.

Partial Condemnation. In the event of a Condemnation of less -------------------- than the whole of any the Leased Property such that such the Leased Property is still suitable for its Permitted Use, Tenant shall, or shall direct the Manager to, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such the Leased Improvements existing immediately prior to such Condemnation, in material full compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If ------------ the cost of the repair or restoration of the affected Leased Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s 's sole election by Notice to Tenant given within sixty (60) days after Tenant’s 's Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord -------- ------- thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). In ---------------- the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5retained by Landlord. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ ' estimates, (iv) architect’s 's certificates, (dv) conditional unconditional lien waivers of general contractors, if available, (evi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord required and (gvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation under this Section 11.2 to disburse the Award and such ------------ other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Hotel Mortgage, and the release of such Award by the applicable Facility Hotel Mortgagee. Tenant’s 's obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Hotel Mortgagee to Landlord.

Partial Condemnation. In the event of a Condemnation of (i) If less than the whole but more than five percent (5%) of any Property the leased premises or more than fifty percent (50%) of the common areas shall be so taken under eminent domain, or sold to public authority under threat or in lieu of such that such Property is still suitable for its Permitted Usea taking, Tenant shall, shall have the right either to terminate this Lease and declare the extent same null and void as of the Award and any additional amounts disbursed day possession is taken by Landlord as hereinafter providedpublic authority, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirementsor, subject to the provisions Landlord's right of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall termination as set forth in reasonable detail Section 18.02(b) of this Article, to continue in the nature possession of the remainder of the leased premises, upon notifying Landlord in writing within twenty (20) days after such deficiency and whether Tenant shall pay and assume the amount taking of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement)Tenant's intention. In the event Tenant elects to remain in possession, all of the terms herein provided shall elect not continue in effect, except that, as of the day possession of such percentage of the leased premises is taken by public authority, the minimum rent and other charges payable by Tenant to Landlord (to the extent that such charges are based upon the square foot area of the leased premises) shall be reduced in proportion to the floor area of the leased premises taken and the Minimum Gross Sales above which percentage rent is computed and payable shall likewise be proportionately reduced; thereafter, Landlord shall, at its own cost and expense, make all necessary repairs or alterations to the basic building, so as to constitute the remaining leased premises a complete architectural unit, and Tenant, at Tenant's sole cost, shall similarly act with respect to Tenant's improvements, trade fixtures, furnishings and equipment. (ii) If five percent (5%) or less of the leased premises shall be so taken, the lease term shall cease only on the part so taken, as of the day possession shall be taken by such public authority, and Tenant shall pay rent and assume other charges up to that day, with appropriate credit by Landlord (toward the next installment of such rent or charges due from Tenant) of such rent or charges as may have been paid in advance for a period subsequent to the date of the taking; thereafter, the minimum rent and other charges payable to Landlord (to the extent that such charges are based upon the square foot area of the leased premises) shall be reduced in proportion to the amount of such deficiencythe leased premises taken and the Minimum Gross Sales above which percentage rent is computed and payable shall likewise be proportionately reduced. Landlord shall, Landlord shall have the right (but not the obligation)at its expense, exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application all necessary repairs or alterations to the cost of repair or restoration basic building, so as to constitute the amount of such deficiency; providedremaining leased premises a complete architectural unit, howeverand Tenant, in such eventat Tenant's sole cost, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement similarly act with respect to Tenant's improvements, trade fixtures, furnishings and equipment. (b) If more than fifty percent (50%) of the affected Property and building in which the entire Award leased premises are located, or more than fifty percent (50%) of the leased premises, or more than fifty percent (50%) of the Shopping Center or of the common areas, shall be allocated as set forth taken under power of eminent domain, or sold to public authority under the threat or in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost lieu of such repair or restoration. a taking, Landlord may, at its optionby written notice to Tenant delivered on or before the tenth (both) day following the date of surrendering possession to the public authority, condition advancement terminate this Lease as of the day possession is taken by public authority. The rent and other charges shall be paid up to the day possession is taken by public authority, with an appropriate refund by Landlord of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory rent as may have been paid in advance for a period subsequent to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordthat date.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the - 43 - cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s 's sole election by Notice to Tenant given within sixty (60) days after Tenant’s 's Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property by Notice to the other and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ ' estimates, (ivd) architect’s 's certificates, (de) conditional lien waivers of general contractors, if available, (ef) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (fg), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (gh) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (xi) the collection thereof by Landlord and Landlord, (yii) the satisfaction of any applicable requirements of any applicable Facility Mortgage, and (iii) the release of such Award by the applicable Facility MortgageeMortgagee to Landlord. Tenant’s 's obligation to restore the applicable Leased Property Improvements shall be subject to the release of the Award by the any applicable Facility Mortgagee to or by Landlord.

Partial Condemnation. In the event of a Condemnation of less than the whole of any the Property such that such the Property is still suitable for its Permitted Primary Intended Use, Tenant shall, to the extent of the Award at its sole cost and any additional amounts disbursed by Landlord as hereinafter providedexpense, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements on the Property so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased the Improvements existing immediately prior to such Condemnation, in material full compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburseImprovements, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Default or Event of Default, ; (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), ; (c) general contractors’ ' estimates, (iv) architect’s certificates, ; (d) conditional architect's certificates; (e) unconditional lien waivers of general contractors, if available, ; (ef) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord ; and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation under this Section SECTION 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility MortgageeLandlord. Tenant’s 's obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord and Landlord=s release of the Award to Tenant in accordance with the terms of this Agreement. If the cost of the restoration of the Property exceeds that part of the Award necessary to complete such restoration, together with severance and other damages awarded for the taken Improvements, Tenant shall contribute upon the demand of Landlord any excess amounts needed to restore the Property. Such difference shall be paid by Tenant to Landlord and held by Landlord, together with such part of the Award and such severance and other damages, for application to the cost of restoration.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property a Hotel such that such Property Hotel is still suitable not rendered Unsuitable for its Its Permitted Use, Tenant Manager shall, to the extent of the Award and any additional amounts disbursed by Tenant or Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements such Hotel so that such Leased Improvements Hotel shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements the Hotel located thereon existing immediately prior to such Condemnation, in material full compliance with all Legal Requirements, subject to the provisions of this Section 11.26.06. Manager shall, at Tenant’s request, provide general supervisory services with respect to completion of such work as part of the services provided hereunder in consideration of the management fees paid to Manager, however, Manager shall not be obligated to provide additional services unless Tenant and Manager enter into separate arrangements to provide such services and for stated additional consideration. If the cost of the repair or restoration of the affected Property Hotel exceeds the amount of the Award, Tenant Manager shall give Landlord Notice thereof and Tenant written notice thereof, which notice shall set forth in reasonable detail the nature of such deficiency deficiency, and Tenant shall promptly thereafter advise Manager in writing whether Tenant shall will pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant and Manager given within sixty (60) days after Tenant’s Notice notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord Manager or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to LandlordHotel.

Partial Condemnation. In the event of a Condemnation of less than the whole of any the applicable Leased Property such that such Leased Property is still suitable for its Permitted Primary Intended Use, Tenant shallwill, to the extent of the Award at its sole cost and any additional amounts disbursed by Landlord as hereinafter providedexpense, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements on such Leased Property so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such the Leased Improvements existing immediately prior to such Condemnation, in material full compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburseImprovements, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such said Award and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ ' estimates, (iv) architect’s 's certificates, (dv) conditional unconditional lien waivers of general contractors, if available, (evi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord required and (gvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x1) the collection thereof by Landlord and (y2) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s 's obligation to restore the applicable Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord. If the cost of the restoration of the applicable Leased Property exceeds that part of the Award necessary to complete such restoration, together with severance and other damages awarded for the taken Leased Improvements, Tenant shall contribute upon the demand of Landlord any excess amounts needed to restore such Leased Property. Such difference shall be paid by Tenant to Landlord and held by Landlord, together with such part of the Award and such severance and other damages, for application to the cost of restoration.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Leased Property such that such Leased Property is still suitable for its Permitted Use, Tenant shall, or shall direct the Manager to, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such the Leased Improvements existing immediately prior to such Condemnation, in material full compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected such Leased Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s 's sole election by Notice to Tenant given within sixty (60) days after Tenant’s 's Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected such Leased Property and the entire Award shall be allocated as set forth in Section 11.5retained by Landlord. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ ' estimates, (iv) architect’s 's certificates, (dv) conditional unconditional lien waivers of general contractors, if available, (evi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord required and (gvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord.under

Partial Condemnation. If any part of the leased Premises shall be so taken or conveyed and if such partial taking or conveyance shall render the leased Premises unsuitable for the business of the lessee, then the term of this Lease shall cease and terminate as of the date on which possession of the Leased Premises is required to be surrendered to the condemning authority and Lessee shall have no claim against Lessor or the condemning authority for the value of any expired term of this lease. In the event such partial taking of a Condemnation conveyance is not extensive enough to render the leased Premises unsuitable for the business of less than Lessee, this Lease shall continue in full force and effect except that the whole Basic Monthly rent shall be reduced in the same portion that the floor area of any Property the Leased Premises so taken or conveyed bears to such that floor area immediately prior to such Property taking or conveyance such reduction commencing as of the date Lessee is still suitable for its Permitted Use, Tenant shallrequired to surrender possession of such portion. Lessor shall promptly restore the leased Premises, to the extent of condemnation proceeds available for such purpose, as neatly as practicable to a condition comparable to their condition at the Award time of such condemnation less the portion lost in the taking or conveyance and any additional amounts disbursed by Landlord as hereinafter providedLessee shall promptly make all necessary repairs, restoration and alterations of Lessee's fixtures, equipment and furnishings and shall promptly reenter the leased Premises and commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) doing business in accordance with the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions provision of this Section 11.2Lease. If For purposes of determining the cost amount of the repair or funds available for restoration of the affected Property exceeds Leased Premise from the condemnation award said amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation will be deemed to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance awarded which remains after payment of Lessor's reasonable expenses incurred in recovering same and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event amounts due to any mortgagee of Defaultlessor, and which represents a portion of the the total sum so available (bexcluding any award or other compensation for land) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant equitably allocable to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordleased premises.

Partial Condemnation. In the event of a Condemnation of less than the whole of any the Leased Property such that such the Leased Property is still suitable and the Resort Personal Property collectively are not rendered Unsuitable for its Its Permitted Use, in the reasonable judgment of Landlord, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord or TRS Corp. as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements Property and/or the Resort Personal Property so that such Leased Improvements Property and Resort Personal Property shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such the Leased Improvements Property and Resort Personal Property existing immediately prior to such Condemnation, in material full compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Leased Property and/or the Resort Personal Property exceeds the amount of the Award, Tenant shall give Landlord and TRS Corp. Notice thereof which notice Notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord and TRS Corp. shall have the right (but not the obligation), exercisable at Landlord’s and TRS Corp.’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon following any disbursement by Landlord thereofand/or TRS Corp. thereof and upon completion of such repairs, the Minimum Rent Lease Basis hereunder and under the Personal Property Lease, as applicable, shall be adjusted increased in an amount equal to the out-of-pocket costs reasonably incurred by Landlord and/or TRS Corp., as provided the case may be, pursuant hereto (except to the extent that Tenant is obligated to, and does in Section 3.1.1(cfact, reimburse Landlord and/or TRS Corp. for such expenses pursuant to the terms hereof). In the event that neither Landlord nor none of Landlord, TRS Corp. or Tenant shall elect to make such deficiency available for restoration, either Landlord and TRS Corp. or Tenant may terminate this Agreement with respect and the Personal Property Lease upon Notice to the affected Property other and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof retained by Landlord and (y) the satisfaction of any applicable requirements of any Facility MortgageTRS Corp., provided, however, that if Landlord and TRS Corp. terminate this Agreement and the release Personal Property Lease, Tenant shall have the right to nullify such termination by irrevocably agreeing, within ten (10) days following Landlord’s and TRS Corp.’s Notice of termination, to make such Award by the applicable Facility Mortgagee. Tenantdeficiency available for 1240817 restoration in which case Landlord’s obligation to restore the Leased Property and TRS Corp.’s Notice of termination shall be subject to the release of null and void ab initio and the Award by the applicable Facility Mortgagee shall be made available to LandlordTenant for repair and restoration.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenceda) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that only a part of the Award necessary Premises shall be taken by Condemnation and Tenant shall have reasonable, convenient access to complete such repair or restorationand from the Premises, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so Term shall expire as to permit payment for that portion of the cost Premises condemned effective as of such repair the date of the vesting of title in the condemning authority, and this Lease shall continue in full force and effect as to the part of the Premises not so taken. (b) In the event that a part of the Project shall be subject to Condemnation (whether or restoration. not the Premises are affected), Landlord may, at its option, condition advancement terminate this Lease as of the date of such Award and other amounts vesting of title, by notifying Tenant in writing of such termination within ninety (90) days following the date on which Landlord shall have received notice of the vesting of title in the condemning authority if in Landlord's reasonable opinion: (ai) a substantial alteration or reconstruction of the Project (or any portion thereof) shall be necessary or appropriate, or (ii) the absence portion of any Event the Project so condemned has the effect of Default, rendering the remainder of the Project uneconomic to maintain. (c) In the event that this Lease is not terminated in accordance with subsection (b) its approval hereof, Landlord shall, upon receipt of plans and specifications of an architect satisfactory the award in condemnation, make all necessary repairs or alterations to the Building in which the Premises are located so as to constitute the remaining Premises a complete architectural unit to the extent feasible, but Landlord (which approval shall not be unreasonably withheldrequired to spend for such work an amount in excess of the amount received by Landlord as damages for the part of the Premises so taken. "Amount received by Landlord" shall mean that part of the award in condemnation, delayed or conditioned)which is free and clear to Landlord of any collection by mortgagees and after payment of all costs, (c) general contractors’ estimatesinvolved in collection, (iv) architect’s certificatesincluding but not limited to attorney's fees. Tenant, (d) conditional lien waivers of general contractorsat is own cost and expense shall, if availablerestore all exterior signs, (e) evidence of approval by all governmental authorities trade fixtures, equipment, furniture, furnishings and other regulatory bodies whose approval is requiredinstallations of personalty of Tenant which are not taken to as near its former condition as the circumstances will permit. In the event of a partial taking, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord all provisions of this Lease shall remain in full force and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordeffect.

Partial Condemnation. In If, during the event of a Condemnation of less than the whole of Term, any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent portion of the Award Premises is condemned or taken by the United States or any other legal entity having the power of eminent domain with respect thereto and any additional amounts disbursed the remaining portion of the Premises is of some commercial value for the conduct of the Permitted Business (as reasonably determined by Landlord as hereinafter providedTenant), commence (or then Tenant shall forthwith cause to be commenced) promptly and continue diligently to restore (or cause the Improvements to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of , by effecting Restoration as provided in Section 9.02 hereof, to as nearly the same general character and architectural condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately that which existed prior to such Condemnationtaking. Tenant shall not be entitled to an abatement of Rent or Additional Rent during any such period of Restoration. Upon the date of completion of such Restoration, and not before, Minimum Rent shall be reduced in material compliance with all Legal Requirements, subject proportion to the provisions of this Section 11.2. If the cost square footage of the repair or restoration Site existing prior to such taking compared to the square footage of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of Site that exists following such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiencytaking; provided, however, there shall be no reduction whatsoever in such event, upon any disbursement by Landlord thereof, the Minimum Rent in the event of a taking if such taking shall be adjusted as provided in Section 3.1.1(c)not adversely affect the business operations of Tenant at the Premises, including takings which are limited to landscape or buffer areas and other takings which do not involve the building or reduce the parking on the Site. In the event that neither Landlord nor such partial condemnation occurs within the last two (2) years of the Term, Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to have the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord mayright, at its optionelection and in lieu of fulfilling its obligations under this Section 16.02, condition advancement to terminate this Lease upon thirty (30) days prior written notice to Landlord and satisfaction of such Award and other amounts on the following conditions: (a) by paying to Landlord, on the absence effective date of any Event of Defaultsuch termination, a sum equal to all Minimum Rent and Additional Rent due from Tenant to Landlord to such date; (b) its approval of plans and specifications of an architect satisfactory by releasing to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), all of the right and interest of Xxxxxx in and to any condemnation award made in connection with such condemnation proceeding; and (c) general contractors’ estimatesby surrendering the Premises to Landlord on the effective date of such termination in a clean and sightly condition, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction free of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordall debris.

Partial Condemnation. In (i) If there is a partial condemnation and Landlord decides to terminate pursuant to Paragraph (a) hereof, except during the event last two (2) years of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Useterm, Tenant shallmay require Landlord to withdraw its notice of termination by: [A] giving Landlord written notice thereof within ten (10) days from transmission of Landlord's notice to Tenant of Landlord's intention to terminate, [B] agreeing to pay the cost of restoration in excess of the condemnation proceeds reduced by those sums expanded by Landlord in collecting the condemnation proceeds, and [C] giving Landlord adequate security for such payment within such ten (10) day period. (ii) If there is a partial condemnation and this lease has not been terminated pursuant to Paragraph (a) hereof, Landlord shall restore the Building and the improvements which are part of the Premises to a condition and size as nearly comparable as reasonably possible to the extent of the Award condition and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing size thereof immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2date upon which possession shall have been taken by the condemnor. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation condemnation proceeds are more than adequate to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to cover the cost of repair or restoration and the amount of such deficiency; providedLandlord's expenses in collecting the condemnation proceeds, however, in such event, upon any disbursement excess proceeds shall be retained by Landlord thereofor applied to repayment of any mortgage secured by the Premises. (iii) If there is a partial condemnation and this lease has not been terminated on the date upon which the condemnor shall have obtained possession, the Minimum Rent obligations of Landlord and Tenant under the lease shall be adjusted as provided in Section 3.1.1(c)unaffected by such condemnation except that there shall be an equitable abatement for the balance of the term of the minimum annual rent according to the value of the Premises before and after the date upon which the condemnor shall have taken possession. In the event that neither Landlord nor Tenant shall elect the parties are unable to make agree upon the amount of such deficiency available for restorationabatement, either Landlord or Tenant party may terminate this Agreement with respect submit the issue to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordarbitration.

Partial Condemnation. In (i) If there is a partial condemnation and Landlord decides to terminate pursuant to Subsection 21(a)(iii) hereof, then Tenant may require Landlord, except during the event last two (2) years of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shallTerm, to withdraw its notice of termination by: [A] giving Landlord written notice thereof within ten (10) days from transmission of Landlord's notice to Tenant of Landlord's intention to terminate, [B] agreeing to pay the extent cost of restoration in excess of the Award and any additional amounts disbursed condemnation proceeds reduced by those sums expended by Landlord as hereinafter providedin collecting the condemnation proceeds, commence and [C] giving Landlord adequate security for such payment within such ten (or cause 10) day period. (ii) If there is a partial condemnation and this Lease has not been terminated pursuant to be commencedsubsection (a) promptly hereof, Landlord shall restore the Building and continue diligently to restore (or cause to be restored) the untaken portion improvements which are part of the applicable Leased Improvements so that such Leased Improvements shall constitute Premises to a complete architectural unit of the same general character condition and condition (size as nearly comparable as may be reasonably possible under to the circumstances) as such Leased Improvements existing condition and size thereof immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject the date upon which possession shall have been taken by the condemnor and shall likewise cause the Project (including the parking facilities) to be restored to a condition as nearly comparable as reasonably possible to the provisions of this Section 11.2. If condition thereof immediately prior to the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof date upon which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord possession shall have been taken by the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiencycondemnor; provided, however, that Landlord shall only be obligated to restore such damage from condemnation to the extent possible with the award damage. If the condemnation proceeds are more than adequate to cover the cost of restoration and the Landlord's expenses in such eventcollecting the condemnation proceeds, upon any disbursement excess proceeds shall be retained by Landlord thereofor applied to repayment of any mortgage secured by the Building. (iii) If there is a partial condemnation and this Lease has not been terminated by the date upon which the condemnor obtains possession, the Minimum Rent obligations of Landlord and Tenant under this Lease shall be adjusted as provided in Section 3.1.1(c)unaffected by such condemnation except that there shall be an equitable abatement for the balance of the Term of the Fixed Basic Rent according to the value of the Premises before and after the date upon which the condemnor takes possession. In the event that neither Landlord nor Tenant shall elect the parties are unable to make agree upon the amount of such deficiency available for restorationabatement, either Landlord or Tenant party may terminate this Agreement with respect submit the issue to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordarbitration.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property the Leased Property, such that such the Leased Property is still suitable and Ski Personal Property collectively are not rendered Unsuitable for its Its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord Landlord, as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements Property and/or the Ski Personal Property so that such Leased Improvements Property and/or the Ski Personal Property shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such the Leased Improvements Property and/or the Ski Personal Property existing immediately prior to such Condemnation, in material full compliance with all Legal Requirements, subject to the provisions of this Section 11.2. All salvage resulting from any Condemnation shall be handled as set forth in Section 6.4. If the cost of the repair or restoration of the affected Leased Property and the Ski Personal Property exceeds the amount of the Award, Tenant shall give Landlord and TRS. Corp. Notice thereof thereof, which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, . Landlord and TRS Corp. shall have the right (but not the obligation), exercisable at Landlord’s and TRS Corp.’s sole election by Notice to Tenant Tenant, given within sixty thirty (6030) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord and TRS Corp. thereof, the Minimum Rent Lease Basis (under this Agreement or under the Personal Property Lease, as applicable) shall be adjusted as provided increased in Section 3.1.1(c)an amount equal to such costs incurred by Landlord and/or TRS Corp. pursuant hereto. In the event that neither If Landlord nor Tenant shall elect and/or TRS Corp. elects not to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute application to the cost of repair or restoration the amount of such deficiency, Tenant shall have the right (but not the obligation), exercisable at Tenant’s sole election by Notice to Landlord and/or TRS Corp., given within thirty (30) days after Landlord’s or TRS Corp.’s Notice to Tenant of Landlord’s election not to make available for application to the cost of repair or restoration the amount of such deficiency, to make such funds available. If Tenant elects to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement, and such costs and expenses shall not be Property Operating Expenses nor shall they in any way reduce the amount of Guarantor’s liability under the Guaranty. Provided, however, and notwithstanding any term or provision in this Agreement to the contrary, if the Award proceeds received by Landlord and/or TRS Corp. in connection with a Condemnation of less that part the whole of the Leased Property and/or the Ski Personal Property equals or exceeds the cost of the repair or restoration of the Leased Property and/or the Ski Personal Property, Landlord and/or TRS Corp. shall make the amount of the Award necessary to complete such proceeds available for the repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject and/or the Ski Personal Property (irrespective of any provisions to the release of the Award by the applicable Facility Mortgagee to Landlordcontrary in any Mortgage documents).

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property the Leased Premises such that such Property the Leased Premises is still suitable for its Permitted Primary Intended Use, Tenant shallas reasonably determined by Landlord, to the extent of that the Award and any additional amounts disbursed by is sufficient therefor, Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently shall proceed with reasonable diligence to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements Premises so that such the Leased Improvements Premises shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such the Leased Improvements Premises existing immediately prior to such Condemnation, in material full compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts its restoration on (a) the absence of any continuing Event of Default, (b) its approval of plans Default and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of the approval by all governmental authorities Government Agencies and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation under this Section 11.2 10.02 to disburse restore the Award and such other amounts Leased Premises shall be subject to (xi) the collection thereof of the Award by Landlord and (yii) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable any Facility Mortgagee. Tenant’s obligation If Landlord has not received the Award, or the Award is insufficient to restore the untaken portion of the Leased Property Premises as provided above, then Landlord, in its sole discretion, shall have the right to terminate this Lease and neither Landlord nor Tenant shall have any further liability hereunder, except for any liabilities which have arisen or occurred prior to such termination and those which expressly survive termination of this Lease, and Landlord shall be subject entitled to retain the release entire Award; provided that Tenant shall be permitted to seek a separate award for the value of the Award by the applicable Facility Mortgagee to LandlordTenant's Personal Property that was taken in such Condemnation.

Partial Condemnation. In i) If there is a partial condemnation and Landlord decides to terminate pursuant to subsection 1 8(a)(iii) hereof then Tenant may require Landlord, except during the event last two (2) years of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shallTerm, to withdraw its notice of termination by: [A] giving Landlord written notice thereof within ten (10) days from transmission of Landlord's notice to Tenant of Landlord's intention to terminate, [B] agreeing to pay the extent cost of restoration in excess of the Award and any additional amounts disbursed condemnation proceeds reduced by those sums expended by Landlord as hereinafter providedin collecting the condemnation proceeds, commence and [C] giving Landlord adequate security for such payment within such ten (or cause 10) day period. ii) If there is a partial condemnation and this Lease has not been terminated pursuant to be commencedsubsection (a) promptly hereof, Landlord shall restore the Building and continue diligently to restore (or cause to be restored) the untaken portion improvements which are part of the applicable Leased Improvements so that such Leased Improvements shall constitute Premises to a complete architectural unit of the same general character condition and condition (size as nearly comparable as may be reasonably possible under to the circumstances) as such Leased Improvements existing condition and size thereof immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof date upon which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord possession shall have been taken by the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiencycondemnor; provided, however, that Landlord shall only be obligated to restore such damage from condemnation to the extent possible with the award damage. If the condemnation proceeds are more than adequate to cover the cost of restoration and the Landlord's expenses in such eventcollecting the condemnation proceeds, upon any disbursement excess proceeds shall be retained by Landlord thereofor applied to repayment of any mortgage secured by the Premises. iii) If there is a partial condemnation and this Lease has not been terminated by the date upon which the condemnor obtains possession, the Minimum Rent obligations of Landlord and Tenant under this Lease shall be adjusted as provided in Section 3.1.1(c)unaffected by such condemnation except that there shall be an equitable abatement for the balance of the Term of the Fixed Basic Rent according to the value of the Premises before and after the date upon which the condemnor takes possession. In the event that neither Landlord nor Tenant shall elect the parties are unable to make agree upon the amount of such deficiency available for restorationabatement, either Landlord or Tenant party may terminate this Agreement with respect submit the issue to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordarbitration.

Partial Condemnation. In the event of a Condemnation of less than the whole of Except as otherwise provided in this Section 13.02, if any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements Premises is taken by condemnation during the Lease Term (whether by exercise of governmental power or the sale or transfer by Landlord to any condemnor under threat of condemnation or while proceedings for condemnation are pending), then this Lease shall constitute remain in full force and effect as to the portion not taken. If a complete architectural unit partial taking leaves the Premises unfit for the conduct of Tenant’s business, then Tenant shall have the right to terminate this Lease effective as of the same general character and condition date transfer of possession is required. In addition, if more than fifty percent (as nearly as may be possible under the circumstances50%) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration total Rentable Area of the affected Property exceeds the amount of the AwardPremises is taken by condemnation, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, then Landlord shall have the right to terminate this Lease effective as of the date transfer of possession is required. Tenant and Landlord may elect to exercise their respective rights to terminate this Lease pursuant to this Section 13.02, if at all, by delivering written notice to the other party within thirty (but 30) days after receipt of notice of such condemnation. All Rent shall be paid up to the date of termination, and Tenant shall have no claim against Landlord for the value of the unexpired portion of the Lease Term. If this Lease shall not be terminated, then the obligation)Rent reserved herein shall be prorated on the basis the of the Rentable Area of the portion of the Premises retained by Tenant in proportion to the Rentable Area contained in the Premises immediately prior to the partial taking. If Tenant’s continued use of the Premises requires alterations and repair by reason of a partial taking, exercisable all such alterations and repair shall be made by Landlord at Landlord’s sole election by Notice to expense. Tenant given within sixty (60) days after Tenant’s Notice waives all rights it may have under California Code of the deficiencyCivil Procedure Section 1265.130 or otherwise, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts Lease based on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordpartial condemnation.

Partial Condemnation. In If only a part of the event Demised Premises shall be taken by any condemning authority under the power of eminent domain, then, except as otherwise provided in this Section, this Lease and the term shall continue in full force and effect and there shall be no reduction in the Rent, except as provided in this Section 14.2. From and after the date Tenant loses use or possession of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements Demised Premises, the Rent and Tenant’s Pro Rata Share shall constitute a complete architectural unit each be reduced in the proportion which the floor area of the same general character and condition (as nearly as may be possible under part of the circumstances) as such Leased Improvements existing Demised Premises so acquired bears to the total floor area of the Demised Premises immediately prior to the date such Condemnationphysical possession is transferred. If (a) more than thirty-five (35%) percent of the Demised Premises or the building in which the Demised Premises are located shall be taken under eminent domain, in material compliance with all Legal Requirements, subject or (b) more than thirty-five (35%) percent of the parking spaces on the Demised Premises shall be taken under eminent domain and Landlord is unable to provide parking spaces on land immediately contiguous to the provisions Demised Premises equal to one-half of the number of parking spaces taken, the Landlord and Tenant shall each have the right to terminate this Lease and declare the same null and void, by written notice of termination to the other party within thirty (30) days after the date the order is entered in such eminent domain proceeding establishing the date upon which actual physical possession shall be transferred to the condemning authority. Termination of this Section 11.2. If the cost Lease shall be effective as of the repair date Tenant loses use or restoration possession of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement)Demised Premises. In the event Tenant shall elect not to pay and assume the amount neither party exercises said right of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereoftermination, the Minimum Rent Lease Term shall be adjusted as provided in Section 3.1.1(c). In cease only on the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award Demised Premises so taken as of the date Tenant loses use or possession of the Demised Premises and Tenant shall pay Rent up to that day, with appropriate refund by Landlord of such Rent as may have been paid in advance, and thereafter all the terms herein provided shall continue in effect, except that the Annual Base Rent and Tenant’s Pro Rata Share shall be reduced in the proportion stated above and Landlord shall, at its own cost and expense, make all the necessary repairs or alterations to complete such repair or restoration, together with severance the remaining Building and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period remaining Demised Premises so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory cause each to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlorda complete architectural unit.

Partial Condemnation. In If there is a partial condemnation and Landlord decides to terminate pursuant to Paragraph (a) hereof, except during the event last two years of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Useterm, Tenant shallmay require Landlord to withdraw its notice of termination by: (A) giving Landlord written notice thereof within ten (10) days from transmission of Landlord's notice to Tenant of Landlord's intention to terminate, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commencedB) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not agreeing to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that in excess of the net condemnation proceeds received by Landlord as reduced by those sums expended by Landlord in collecting the condemnation proceeds, and (C) giving Landlord adequate security for such payment within such ten (10) day period. If there is a partial condemnation and this lease has not been terminated pursuant to Paragraph (a) hereof Landlord shall restore the Building and the improvements which are part of the Award necessary Premises to complete such repair or restoration, together with severance a condition and other damages awarded for size as nearly comparable as reasonably possible to the condition and size thereof immediately prior to the date upon which possession shall have been taken Leased Improvements and any deficiency Landlord has agreed by the condemnor. If the condemnation proceeds are more than adequate to disburse, to Tenant regularly during the restoration period so as to permit payment for cover the cost of restoration and Landlord's expenses in collecting the condemnation proceeds, any excess proceeds shall be retained by Landlord. If there is a partial condemnation and Landlord has not exercised its right to terminate on the date upon which the condemnor shall have obtained possession, the obligations of Landlord and Tenant under the lease shall be unaffected by such repair or restoration. Landlord may, at its option, condition advancement condemnation except that there shall be an equitable abatement for the balance of such Award and other amounts on (a) the absence Term of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant the rent according to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release value of the Award by Premises before and after the applicable Facility Mortgagee to Landlorddate upon which the condemnor shall have taken possession.

Partial Condemnation. (a) In the event that only a part of the Premises shall be taken by Condemnation and the remaining Premises are suitable for general office use without material interference with Tenant's business operations and Tenant shall have reasonable, convenient access to and from the Premises, the Term shall expire as to that portion of the Premises condemned effective as of the date of the vesting of title in the condemning authority, and this Lease shall continue in full force and effect as to the part of the Premises not so taken. In the event of a partial Condemnation of less than the whole Premises which results in a lack of any Property such that such Property is still suitable reasonable, convenient access to and from the Premises or which results in insufficient space for Tenant to carry on its Permitted Usebusiness without material interference with its business, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but to terminate this Lease if Landlord cannot relocate Tenant to comparable space elsewhere in the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice Building following the effective date of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Condemnation. (b) In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that a part of the Award necessary Property shall be subject to complete such repair Condemnation (whether or restorationnot the Premises are affected), together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement terminate this Lease as of the date of such Award and other amounts on <PAGE> 21 (i) a substantial alteration or reconstruction of the Property (or any portion thereof) shall be necessary or appropriate, or (ii) the portion of the Property so condemned has the effect of rendering the remainder of the Property uneconomic to maintain. (c) In the event that this Lease is not terminated in accordance with subsection (a) the absence of any Event of Default, or (b) its approval hereof, Landlord shall, upon receipt of plans the award in condemnation, make all necessary repairs or alterations to the Building in which the Premises are located so as to constitute the remaining Premises a complete architectural unit to the extent feasible and specifications of an architect satisfactory to permitted by applicable law, but Landlord (which approval shall not be unreasonably withheldrequired to spend for such work an amount in excess of the amount received by Landlord as damages for the part of the Premises so taken. "Amount received by Landlord" shall mean that part of the award in condemnation which is free and clear to Landlord of any collection by mortgagees and after payment of all costs involved in collection, delayed or conditioned)including but not limited to attorney's fees. Tenant, (c) general contractors’ estimatesat is own cost and expense shall, (iv) architect’s certificatesrestore all exterior signs, (d) conditional lien waivers of general contractorstrade fixtures, if availableequipment, (e) evidence of approval by all governmental authorities furniture, furnishings and other regulatory bodies whose approval is requiredinstallations of personalty of Tenant which are not taken to as near its former condition as the circumstances will permit. In the event of a partial taking, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord all provisions of this Lease shall remain in full force and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordeffect.

Partial Condemnation. In the event of a Condemnation of less than partial taking which -------------------- leaves the whole of any Property such that such Property is still suitable Premises or applicable parking areas reasonably unfit for its Permitted Use, Tenant shall, to the extent normal and proper conduct of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion business of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition Tenant (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnationreasonably determined by Tenant), in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, then Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right to terminate this Lease effective upon the date of the actual partial taking. Tenant must exercise such option to terminate by providing Landlord with written notice thereof no later than thirty (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (6030) business days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount date of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum partial taking. All Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect paid up to the affected Property date of termination specified in Tenant's notice, whereupon all future obligations on the part of both parties hereto shall cease. If this Lease shall not be terminated as above provided, it shall continue in effect and the entire Award rental after such partial taking shall be allocated as set forth in Section 11.5. Subject prorated to the terms hereof, Landlord shall contribute to the cost of restoration be that part of the Award Rent which the value of the untaken part of the Premises, immediately after the taking, bears to the value of the entire Premises immediately before the taking. If Tenant's continued use of the Premises requires alterations and repairs by reason of a partial taking, or if any other part of a Building other than the Premises be taken so that alterations and repairs must be made, Landlord may elect to terminate this Lease within thirty (30) calendar days after the date of the actual taking, or, subject to Tenant's right of termination above provided, may elect to continue it, in which event the Landlord shall promptly make all necessary to complete alterations and repairs at its expense which are required because of such repair or restorationpartial taking. Until such alterations and repairs are completed, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, an equitable abatement of Rent shall be made to Tenant regularly during for any portion of the restoration period so Premises unfit for occupancy and use in the conduct of Tenant's business (as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof mutually agreed by Landlord and (yTenant) for the satisfaction of any applicable requirements of any Facility Mortgage, period during which same is unfit for such occupancy and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlorduse.

Partial Condemnation. (a) If there is a partial taking of the Premises during the Lease Term, under the power of eminent domain, this Lease shall terminate as to the portion of the Premises so taken on the date title or possession vests in the condemnor, or the purchaser, whichever is earlier (the “termination date”). For the remainder of the Premises not taken under the power of eminent domain, this Lease shall continue in full force and effect. Lessee shall, with reasonable diligence, repair the portion of the Premises so as to restore it to a condition reasonably suitable for Lessee's continued occupancy and business use. All restoration shall be at the expense of Lessee and subject to all provisions of this Lease, and Lessee shall be entitled to the portion of any award of damages attributable to restoration of the Premises. During the restoration period, if Lessee is able to continue the full and normal operation of the Facilities, there shall be no abatement of rent. If, however, the Facilities cannot continue to be operated during the restoration period, the payment of rent shall be abated and the term extended for the period of business disruption. If, during the restoration period, the Facilities cannot continue to be fully and normally operated in a manner similar to that prior to the taking, the payment of rent shall be abated to the extent and in proportion which the income generated by the portion of the Facilities which has been disrupted bears to the overall gross income from the Facilities for the Lease year preceding the taking. (b) Lessor and Lessee agree that this Lease shall govern the rights and obligations of the parties in the event of a partial taking by eminent domain and that they each waive the provisions of Code of Civil Procedure Section 1265.130, permitting a party to a lease to petition the Superior Court for termination of a lease in the event of a partial taking of the Premises. (c) In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent partial taking of the Award and any additional amounts disbursed by Landlord as hereinafter providedPremises, commence (or cause Lessee shall be entitled to be commenced) promptly and continue diligently to restore (or cause to be restored) receive the untaken following: the value of Lessee’s Lease term of the portion of the applicable Leased Improvements so Premises taken; any award that such Leased Improvements may be made for Lessee’s trade fixtures and improvements made by Lessee to the Premises that Lessee does not remove but has the right to remove under this Lease; a reasonable amount for removal and relocation expenses if Lessee removes the fixtures or improvements provided that amount shall constitute a complete architectural unit not exceed the market value of the same general character improvements and condition (fixtures. If this Lease is continued as nearly as to the portion of the Premises not condemned, Lessee shall also be entitled to receive any award made for alterations, modifications or repairs that may be possible under reasonably required in order to place the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost remaining portion of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth Premises not taken in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded a suitable condition for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost continuance of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architectLessee’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordtenancy.

Partial Condemnation. In i) If there is a partial condemnation and Landlord decides to terminate pursuant to subsection 19(a)(iii) hereof then Tenant may require Landlord, except during the event last two (2) years of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shallTerm, to withdraw its notice of termination by: [A] giving Landlord written notice thereof within ten (10) days from transmission of Landlord's notice to Tenant of Landlord's intention to terminate, [B] agreeing to pay the extent cost of restoration in excess of the Award and any additional amounts disbursed condemnation proceeds reduced by those sums expended by Landlord as hereinafter providedin collecting the condemnation proceeds, commence and [C] giving Landlord adequate security for such payment within such ten (or cause 10) day period. ii) If there is a partial condemnation and this Lease has not been terminated pursuant to be commencedsubsection (a) promptly hereof, Landlord shall restore the Building and continue diligently to restore (or cause to be restored) the untaken portion improvements which are part of the applicable Leased Improvements so that such Leased Improvements shall constitute Premises to a complete architectural unit of the same general character condition and condition (size as nearly comparable as may be reasonably possible under to the circumstances) as such Leased Improvements existing condition and size thereof immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof date upon which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord possession shall have been taken by the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiencycondemnor; provided, however, that Landlord shall only be obligated to restore such damage from condemnation to the extent possible with the award damage. If the condemnation proceeds are more than adequate to cover the cost of restoration and the Landlord's expenses in such eventcollecting the condemnation proceeds, upon any disbursement excess proceeds shall be retained by Landlord thereofor applied to repayment of any mortgage secured by the Premises. iii) If there is a partial condemnation and this Lease has not been terminated by the date upon which the condemnor obtains possession, the Minimum Rent obligations of Landlord and Tenant under this Lease shall be adjusted as provided in Section 3.1.1(c)unaffected by such condemnation except that there shall be an equitable abatement for the balance of the Term of the Fixed Basic Rent according to the value of the Premises before and after the date upon which the condemnor takes possession. In the event that neither Landlord nor Tenant shall elect the parties are unable to make agree upon the amount of such deficiency available for restorationabatement, either Landlord or Tenant party may terminate this Agreement with respect submit the issue to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordarbitration.

Partial Condemnation. In the event of a Condemnation of less than the whole of If any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so Premises is ------------- -------------------- taken by condemnation during the term, whether by exercise of governmental power or the sale or transfer by Lessor to a condemnor under threat of condemnation or while proceedings for condemnation are pending, this Lease shall remain in full force and effect except that in the event such Leased Improvements shall constitute a complete architectural unit taking leaves the Premises unfit for normal and proper conduct of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnationbusiness of Lessee, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord then Lessee shall have the right to terminate this Lease effective upon the date transfer of possession is required. Moreover, Lessor and Lessee shall have the right to terminate this Lease effective on the date transfer of possession is required if more than thirty-three percent (but not 33%) of the obligation), exercisable at Landlord’s sole election total square footage of the Premises is taken by Notice condemnation. Lessee and Lessor may elect to Tenant given exercise their respective rights to terminate this Lease pursuant to this Section by serving written notice to the other within sixty one hundred twenty (60120) days of their receipt of notice of condemnation. All rent shall be paid up to the date of termination, and Lessee shall have no claim against Lessor for the leasehold value, or the value of any unexpired term of this Lease. If this Lease shall not be canceled, the rent after Tenant’s Notice such partial taking shall be that percentage of the deficiencyadjusted base rent specified herein, to elect to make available for application equal to the cost percentage which the square footage of repair or restoration the amount untaken part of such deficiency; providedthe Premises, howeverimmediately after taking, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect bears to the affected Property and square footage of the entire Award shall be allocated Premises immediately before the taking. Any sums owing hereunder which are calculated on the basis of Lessee's pro rata share (as set forth in Section 11.5. Subject 8.02) shall also be adjusted to reflect the decreased square footage of the Premises due to the terms hereof, Landlord shall contribute to the cost of restoration that part condemnation. If Lessee's continued use of the Award necessary to complete Premises requires alterations and repair by reason of a partial taking, all such alterations and repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof made by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to LandlordLessee at Lessee's expense.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s 's sole election by Notice to Tenant given within sixty (60) days after Tenant’s 's Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property by Notice to the other and the entire Award shall be allocated as set forth in Section 11.5. -43- Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ ' estimates, (ivd) architect’s 's certificates, (de) conditional lien waivers of general contractors, if available, (ef) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (fg), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (gh) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (xi) the collection thereof by Landlord and Landlord, (yii) the satisfaction of any applicable requirements of any applicable Facility Mortgage, and (iii) the release of such Award by the applicable Facility MortgageeMortgagee to Landlord. Tenant’s 's obligation to restore the applicable Leased Property Improvements shall be subject to the release of the Award by the any applicable Facility Mortgagee to or by Landlord.

Partial Condemnation. In If, during the event of Term, there is a partial Condemnation of less than but the whole of any Property such that such Property Hotel is still suitable not rendered Unsuitable for its Its Permitted Use, Tenant shallsubject to Section 6.07.A and 6.07.B, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or Manager shall cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements Hotel to be repaired and restored, in compliance with all Legal Requirements and Insurance Requirements and so that such Leased Improvements the untaken portion of the Hotel shall constitute a complete architectural unit of the same general character and condition (condition, to the extent practicable, as nearly as may be possible under the circumstances) as such Leased Improvements existing Hotel immediately prior to such Condemnation, partial Condemnation and in material compliance with all Legal Requirements, subject to System Standards. A. If the provisions amount of this Section 11.2. If the Award is less than the cost of the repair or and restoration of the affected Property exceeds the amount of the AwardHotel, Tenant Manager shall give notice to Owner and Landlord Notice thereof which notice shall set setting forth the deficiency in reasonable detail detail. Owner shall have the nature of such right without any obligation and in its sole discretion, to fund the deficiency and whether Tenant shall pay give Manager and assume the amount of such deficiency Landlord notice within twenty (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement)20) days after notice from Manager. In the event Tenant shall elect If Owner elects not to pay and assume fund the amount of such deficiency, Landlord shall have the right without obligation and in its sole discretion, to fund the deficiency and shall give Manager and Owner notice within twenty (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (6020) days after Tenant’s Notice of notice from Owner. If neither Landlord nor Owner elect to fund the deficiency, this Agreement shall terminate and Owner and Landlord shall be entitled to elect retain the Award. B. If Owner or Landlord elects to make the funds necessary to cause the Hotel to be repaired and restored available for application to the cost of repair Manager, Owner shall (or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by shall cause Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of to) advance the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency additional amounts payable by Owner or Landlord has agreed to disburse, to Tenant Manager regularly during the repair and restoration period so period. Any such advances shall be made not more frequently than monthly within ten (10) Business Days after Manager submits to Owner a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to permit payment for the cost of such repair or restorationOwner. Landlord may, at its option, Owner may condition advancement of such Award the insurance proceeds and other amounts on (ai) the absence of any Event an event of Defaultdefault under the Lease, (bii) its approval of plans and specifications of an architect satisfactory to Landlord Owner (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ estimates, (iv) architect’s certificates, (dv) conditional unconditional lien waivers of general contractors, if available, (evi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord required and (gvii) such other certificates as Landlord Owner may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord.

Partial Condemnation. In (i) If there is a partial condemnation and Landlord decides to terminate pursuant to subsection (a)(iii) hereof then Tenant may require Landlord, except during the event last two (2) years of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shallthis Term, to withdraw its notice of termination by: [A] giving Landlord written notice thereof within ten (10) days from transmission of Landlord's notice to Tenant of Landlord's intention to terminate, [B] agreeing to pay the extent cost of restoration in excess of the Award and any additional amounts disbursed condemnation proceeds reduced by those sums expended by Landlord as hereinafter providedin collecting the condemnation proceeds, commence and [C] giving Landlord adequate security for such payment within such ten (or cause 10) day period. (ii) If there is a partial condemnation and this Lease has not been terminated pursuant to be commencedsubsection (a) promptly hereof. Landlord shall restore the Building and continue diligently to restore (or cause to be restored) the untaken portion improvements which are part of the applicable Leased Improvements so that such Leased Improvements shall constitute Premises to a complete architectural unit of the same general character condition and condition (size as nearly comparable as may be reasonably possible under to the circumstances) as such Leased Improvements existing condition and size hereof immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof date upon which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord possession shall have been taken by the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiencycondemnor; provided, however, in that Landlord shall only be obligated to restore such eventdamage from condemnation to the extent possible with the award damage. If the compensation proceeds are more than adequate to cover the cost of restoration and the Landlord's expenses to collecting the condemnation proceeds, upon any disbursement excess proceeds shall be retained by Landlord thereofor applied to repayment of any mortgage secured by the Premises. (iii) If there is a partial condemnation and this Lease has not been terminated by the date upon which the condemnor obtains possession, the Minimum Rent obligations of Landlord and Tenant under this Lease shall be adjusted as provided in Section 3.1.1(c)unaffected by such condemnation except that there shall be an equitable abatement for the balance of the Term of the Minimum Annual Rent according to the value of the Premises before and after the date upon which the condemnor takes possession. In the event that neither Landlord nor Tenant shall elect the parties are unable to make agree upon the amount of such deficiency available for restorationabatement, either Landlord or Tenant party may terminate this Agreement with respect submit the issue to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordarbitration.

Partial Condemnation. In the event of a Condemnation of Except as otherwise provided in this Section 13.02, if less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent all of the Award and any additional amounts disbursed Premises is taken by condemnation during the Lease Term (whether by exercise of governmental power or the sale or transfer by Landlord as hereinafter providedto any condemnor under threat of condemnation or while proceedings for condemnation are pending), commence (or cause to be commenced) promptly then this Lease shall remain in full force and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2effect. If a partial taking leaves the cost Premises unfit for the conduct of the repair or restoration of the affected Property exceeds the amount of the AwardTenant’s business, then Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right to terminate this Lease effective as of the earlier of the date (but a) title vests in the condemnor, or (b) on which Tenant is dispossessed by the condemnor. Tenant may elect to exercise its right to terminate this Lease pursuant to this Section 13.02, if at all, by delivering written notice to Landlord within thirty (30) days after receipt of notice of such condemnation. All Rent shall be paid up to the date of termination, and Tenant shall have no claim against Landlord for the value of the unexpired portion of the Lease Term. If this Lease shall not be terminated, then the obligation)Rent reserved herein shall be prorated on the basis the of the Rentable Area of the portion of the Premises retained by Tenant in proportion to the Rentable Area contained in the Premises immediately prior to the partial taking. If Tenant’s continued use of the Premises requires alterations and repair by reason of a partial taking, exercisable all such alterations and repair shall be made by Landlord at Landlord’s sole election by Notice to expense. Tenant given within sixty (60) days after Tenant’s Notice waives all rights it may have under California Code of the deficiencyCivil Procedure Section 1265.130 or otherwise, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts Lease based on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordpartial condemnation.

Partial Condemnation. In the event of a Condemnation of less than the whole of If any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so Premises is taken by condemnation during the Lease Term, whether by exercise of governmental power or the sale for transfer by Lessor to an condemnor under threat of condemnation or while proceedings for condemnation are pending, this Lease shall remain in full force and effect except that such Leased Improvements shall constitute in the event a complete architectural unit partial taking (i) is more than thirty-three percent (33%) of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost total square footage of the repair Premises; or restoration (ii) leaves the Premises unfit for the conduct of the affected Property exceeds the amount business of the AwardLessee, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord then Lessee shall have the right to terminate this Lease effective upon the date transfer of possession is required. Moreover, Lessor shall have the right to terminate this Lease effective on the date transfer of possession is required if more than thirty-three percent (but not 33%) of the obligation), exercisable at Landlord’s sole election total square footage of the Premises is taken by Notice condemnation. Lessee and Lessor may elect to Tenant given exercise their respective rights to terminate this Lease pursuant to this Section by serving written notice to the other within sixty thirty (6030) days after Tenant’s Notice receipt of notice of condemnation. All rent shall be paid up to the date of termination, and Lessee shall have no claim against Lessor for the value of any unexpired portion of the deficiencyLease Term. If this Lease shall not be terminated, to elect to make available for application the rent after such partial taking shall be that percentage of the adjusted Base Rent specified herein, equal to the cost percentage which the square footage of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that untaken part of the Award necessary Premises, immediately after the taking, bears to complete the square footage of the entire Premises immediately before the taking. If Lessee's continued use of the Premises requires alterations and repair by reason of a partial taking, all such alterations and repair shall be made by Lessee at Lessee's expense. Lessee waives all rights it may have under California Code of Civil Procedure Section 1265.130 or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburseotherwise, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts terminate this Lease based on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordpartial condemnation.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(d). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property by Notice to Tenant and the entire Award shall be allocated as set forth in Section 11.5retained by Landlord. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ estimates, (iv) architect’s certificates, (dv) conditional unconditional lien waivers of general contractors, if available, (evi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (gvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility MortgageeLandlord. Tenant’s obligation to restore the applicable Leased Property Improvements and operate therein shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord.

Partial Condemnation. (a) In the event of a Condemnation of less than all of the whole Property shall be taken for any public use or purpose by the right or the exercise of any the power of eminent domain, or shall be conveyed by the Lessor and Lessee acting jointly to avoid proceedings of such taking, and Lessee shall be of the good faith opinion that it is economically feasible to effect restoration thereof, then this Lease and all the covenants, conditions and provisions hereunder shall be and remain in full force and effect as to all of the Property such that such Property is still suitable for its Permitted Use, Tenant shall, not so taken or conveyed (except as provided in Section 15.5). Lessee shall to the extent the proceeds of the Net Condemnation Award are made available to it, pursuant to the terms hereof, remodel, repair and any additional amounts disbursed by Landlord as hereinafter providedrestore the Property so that it shall be comparable to the Property prior to the condemnation, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) taking into consideration the untaken portion fact of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiencycondemnation; provided, however, that in such eventso doing, upon Lessee shall not be required to expend more than the amount of any disbursement Net Condemnation Award actually received by Landlord thereof, the Minimum Rent Lessee. (b) The Net Condemnation Award allowed to Lessor and Lessee shall be adjusted paid to and received by the Parties as provided follows: (i) There shall be paid to the Lessor the value of the portion of the land so taken and Lessor‟s reversionary interest in the improvements so taken, which land and reversionary improvements shall be valued as if unencumbered. Lessor shall further be paid an amount by which Lessor‟s Rent and Additional Rent have been reduced by the taking; (ii) There shall be paid to the Lessee any amount by which Lessee‟s profits and value of Lessee‟s interest in the Lease and the Property have been reduced by the taking after any payment required by the Lease; (iii) There shall be paid to the Lessee the amount required to complete the remodeling and repairs to the Property pursuant to Section 3.1.1(c)14.2 above; (iv) The Lessor and Lessee shall be paid portions of the balance of the Net Condemnation Award or awards, if any, which are allocable to and represented by the value of their respective interest in the Property as found by the court in its condemnation award. In the event that neither Landlord nor Tenant a court shall elect make a single Net Condemnation Award without separately determining the respective interests of Lessor and Lessee, and if Lessor and Lessee shall not agree in writing as to make their respective portions of such deficiency available for restorationaward within twenty (20) days after the date of the final determination by the court of the amount of it, either Landlord or Tenant may terminate this Agreement with respect Lessor and Lessee agree to submit the matter to the affected Property court on stipulation for the purpose of a judgment determinative of their respective shares. In the event for any reason the trial judge refuses to permit a determination by judgment, then the respective interests of Lessor and the entire Award Lessee shall be allocated as determined by the arbitration provisions set forth in under Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost 16.6 of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to LandlordLease.

Partial Condemnation. In If any portion of the event Premises is condemned by eminent domain, inversely condemned, or sold in lieu of a Condemnation condemnation for any public or quasi-public use or purpose and the partial condemnation renders the Premises unusable for Tenant's business, this Lease will terminate as of the earlier of the date that possession is taken of the Premises or the date of title vesting in the acquiring agency and the Rent will be abated to the date of termination. If the partial condemnation does not render the Premises unusable for the business of Tenant and less than a substantial portion of the whole of any Property such that such Property Premises is still suitable for its Permitted Usecondemned, Tenant shall, Landlord must promptly restore the Premises to the extent of any condemnation proceeds recovered by Landlord, excluding the Award portion lost in the condemnation, and this Lease will continue in full force, except that after the date of the title vesting, the Rent will be reduced as follows: if the partial condemnation affects only the Premises and not the Common Area, Rent shall be reduced proportionately to the area of the Premises taken, or if any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements Common Area is taken then the Rent and any Common Area Expenses shall constitute a complete architectural unit of the same general character and condition (be equitably reduced, as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2reasonably determined by Landlord. If the cost condemnation of Common Area reduces the repair or restoration number of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice parking spaces available to Tenant given within sixty (60) days after below the minimum number of spaces required by the City of Redwood City for the Premises, unless Landlord provides reasonably satisfactory alternate parking for the lost spaces, Tenant’s Notice of the deficiency's annual rent shall be reduced, to elect to make available compensate for application such loss, in an amount equal to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award award paid by the applicable Facility Mortgagee. Tenant’s obligation to restore condemning authority for that number of parking spaces below the Leased Property shall be subject to the release minimum number of the Award spaces required by the applicable Facility Mortgagee to LandlordCity of Redwood City which are taken, amortized over a thirty (30) year period using a nine percent (9%) interest rate.

Partial Condemnation. In If at any time during the event Demised Term of a Condemnation of this Lease, title to less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent or materially all of the Award Premises shall be taken as aforesaid, and any additional amounts disbursed by Landlord as hereinafter provideda result of such taking, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnationdemolition, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds building is required, the amount award or proceeds shall be paid over to Landlord and applied toward the cost of demolition, repair and restoration, all of which shall be completed promptly. Any balance remaining in the hands of Landlord after payment of such costs of demolition, repair and restoration as aforementioned shall be the sole property of Landlord. From and after the date of such partial condemnation (i) the Lease Year Base Rent payable by Tenant hereunder shall be reduced in the ratio which the diminution, if any in the total floor area of the Awardbuilding or buildings constituting the Leased Premises as restored or rebuilt following such condemnation, shall bear to the total floor area of the building or buildings erected on the Premises at the time of such condemnation, or (ii) if Tenant reasonably determines that the remaining leasable area is unsuitable for Tenant's business purposes, Tenant may, upon at least thirty (30) days prior written notice, terminate this Lease; such notice to contain the basis for Tenant's determination that the Leased Premises are no longer suitable for Tenant's purposes. If Tenant terminates the Lease as aforesaid, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature pay rent until such date of such deficiency termination and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord thereafter neither party shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair further rights or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordobligations hereunder.

Partial Condemnation. In the event of a Condemnation of less than the whole of If any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so Premises is taken by condemnation during the Lease Term, whether by exercise of governmental power or the sale for transfer by Lessor to an condemnor under threat of condemnation or while proceedings for condemnation are pending, this Lease shall remain in full force and effect except that such Leased Improvements shall constitute in the event a complete architectural unit partial taking (i) is more than twenty percent (20%) of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost total square footage of the repair Premises; or restoration (ii) leaves the Premises unfit for the conduct of the affected Property exceeds the amount business of the AwardLessee, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord then Lessee shall have the right to terminate this Lease effective upon the date transfer of possession is required. Moreover, Lessor shall have the right to terminate this Lease effective on the date transfer of possession is required if more than twenty percent (but not 20%) of the obligation), exercisable at Landlord’s sole election total square footage of the Premises or Project is taken by Notice condemnation. Lessee and Lessor may elect to Tenant given exercise their respective rights to terminate this Lease pursuant to this Section by serving written notice to the other within sixty thirty (6030) days after Tenant’s Notice receipt of notice of condemnation. All rent shall be paid up to the date of termination, and Lessee shall have no claim against Lessor for the value of any unexpired portion of the deficiencyLease Term. If this Lease shall not be terminated, to elect to make available for application the rent after such partial taking shall be that percentage of the adjusted Base Rent specified herein, equal to the cost percentage which the square footage of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that untaken part of the Award necessary Premises, immediately after the taking, bears to complete the square footage of the entire Premises immediately before the taking. If Lessee’s continued use of the Premises requires alterations and repair by reason of a partial taking, all such alterations and repair shall be made by Lessee at Lessee’s expense, provided that any condemnation award for such alterations and repair shall be paid over to Lessee. Lessee waives all rights it may have under California Code of Civil Procedure Section 1265.130 or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburseotherwise, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts terminate this Lease based on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordpartial condemnation.

Partial Condemnation. In the event of If there is a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements Premises which does not result in a termination of this Lease under Section 14.2 or Section 14.3(a) (a “Partial Condemnation”), this Lease shall constitute a complete architectural unit terminate only as to the portion of the same general character and condition (as nearly as may be possible under the circumstances) as Premises taken in such Leased Improvements existing immediately prior to such Partial Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost effective as of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement)Condemnation Date. In the event Tenant shall elect case of a Partial Condemnation, or in the case of a Substantial Condemnation which does not to pay and assume the amount result in a termination of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereofthis Lease, the Minimum Rent for the remainder of the Premises shall be adjusted in an equitable amount to reflect the diminution in value of the remaining portion of the Premises as provided of the Condemnation Date. Such Minimum Rent adjustment shall be separately computed with respect to (i) the temporary period during which any necessary Restoration will be performed; and (ii) the period following completion of any necessary Restoration. The Parties shall first negotiate in good faith in an attempt to determine by agreement the appropriate adjustment. If the Parties do not reach agreement within thirty (30) days following the Condemnation Date, the adjustment(s) shall be arbitrated, at the election of either Party, pursuant to Section 3.1.1(c19.5 hereof (except that the estimators or arbitrators used for this purpose shall have at least ten (10) years experience in major construction projects and commercial real estate projects in San Francisco), and thereafter, either Party may elect to submit the final determination thereof to the same court of law that establishes the Condemnation Award. In the event that neither Landlord nor case of a Partial Condemnation, this Lease shall remain in full force and effect as to the portion of the Premises (or of Tenant’s Leasehold Estate) remaining immediately after such Condemnation, and Tenant shall elect promptly commence and complete, subject to make such deficiency available for restorationevents of Force Majeure, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part any necessary Restoration of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for remaining portion of the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord mayPremises, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord.no cost to

Partial Condemnation. In the event of a Condemnation of (i) If less than the whole but more than twentyten percent (20%)(10%) of any Property the Leased Premises or more than fifty percent (50%) of the Common Areas shall be so taken under eminent domain, or sold to public authority under threat or in lieu of such that such Property is still suitable for its Permitted Usea taking, Tenant shall, shall have the right either to terminate this Lease and declare the extent same null and void as of the Award and any additional amounts disbursed day possession is taken by Landlord as hereinafter providedpublic authority, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirementsor, subject to the provisions Landlord's right of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall termination as set forth in reasonable detail Section 18.02(b) of this Article, to continue in the nature possession of the remainder of the Leased Premises, upon notifying Landlord in writing within ten (10) days after such deficiency and whether Tenant shall pay and assume the amount taking of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement)Tenant's intention. In the event Tenant elects to remain in possession, all of the terms herein provided shall elect not continue in effect, except that, as of the day possession of such percentage of the Leased Premises is taken by public authority, the minimum rent and other charges payable by Tenant to Landlord (to the extent that such charges are based upon the square foot area of the Leased Premises) shall be reduced in proportion to the floor area of the Leased Premises taken and the Minimum Gross Sales above which percentage rent is computed and payable shall likewise be proportionately reduced; thereafter, Landlord shall, at its own cost and expense, make all necessary repairs or alterations to the basic building, so as to constitute the remaining Leased Premises a complete architectural unit, and Tenant, at Tenant’s sole cost, shall similarly act with respect to Tenant’s improvements, trade fixtures, furnishings and equipment. (ii) If twentyten percent (20%)(10%) or less of the Leased Premises shall be so taken, the lease term shall cease only on the part so taken, as of the day possession shall be taken by such public authority, and Tenant shall pay rent and assume other charges up to that day, with appropriate credit by Landlord (toward the next installment of such rent or charges due from Tenant) of such rent or charges as may have been paid in advance for a period subsequent to the date of the taking; thereafter, the minimum rent and other charges payable to Landlord (to the extent that such charges are based upon the square foot area of the Leased Premises) shall be reduced in proportion to the amount of such deficiencythe Leased Premises taken and the Minimum Gross Sales above which percentage rent is computed and payable shall likewise be proportionately reduced. Landlord shall, Landlord shall have at its expense, make all necessary repairs or alterations to the right (but not basic building, so as to constitute the obligation)remaining Leased Premises a complete architectural unit, exercisable and Tenant, at LandlordTenant’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiencycost, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement similarly act with respect to Tenant’s improvements, trade fixtures, furnishings and equipment. (b) If more than fifty percent (50%) of the affected Property and building in which the entire Award Leased Premises are located, or more than fifty percent (50%) of the Leased Premises, or more than fifty percent (50%) of the Shopping Center or of the Common Areas, shall be allocated as set forth taken under power of eminent domain, or sold to public authority under the threat or in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost lieu of such repair or restoration. a taking, Landlord may, at its optionby written notice to Tenant delivered on or before the tenth (10th) day following the date of surrendering possession to the pub c au ho ity, condition advancement terminate this Lease as of the day possession is taken by public authority. The rent and other charges shall be paid up to the day possession is taken by public authority, with an appropriate refund by Landlord of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory rent as may have been paid in advance for a period subsequent to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordthat date.

Partial Condemnation. In the event of a Condemnation of (a) If less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent but more than twenty percent (20%) of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence Premises or more than twenty percent (or cause to be commenced20%) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements common facilities shall be so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible taken under the circumstances) as such Leased Improvements existing immediately prior eminent domain, or sold to such Condemnation, public authority under threat or in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature lieu of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do soa taking, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord Lessee shall have the right (but not either to terminate this Lease and declare the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice same null and void as of the deficiencyday possession is taken by public authority, or, subject to elect to make available for application to the cost Lessor's right of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated termination as set forth in Section 11.516.02(b), to continue in the possession of the remainder of the Premises. Subject Lessee shall notify Lessor in writing within ten (10) days after such taking of Lessee's intention either to terminate this Lease or to continue in possession of the remainder of the Premises. In the event Lessee elects to remain in possession, all of the terms herein provided shall continue in effect, except that as of the day possession is taken by public authority, the annual Minimum Rent shall be reduced in proportion to the terms hereofamount of the Premises taken. Thereafter, Landlord shall contribute Lessor shall, at its own cost and expense, make all the necessary repairs or alterations to the cost of restoration that part of the Award necessary to complete such repair or restorationBuilding and Premises, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for constitute the cost remaining Premises a complete architectural unit, and Lessee, at Lessee's sole cost, shall similarly act with respect to Lessee's improvements, trade fixtures, furnishings and equipment. (b) If twenty percent (20%) or less of the Premises shall be so taken, the Lease term shall cease only with respect to the part so taken as of the day possession shall be taken by such public authority, and Lessee shall pay rent up to that day, with appropriate refund by Lessor of such repair or restorationrent and other charges as may have been paid in advance for a period subsequent to the date of the taking; and thereafter the annual Minimum Rent shall be reduced in proportion to the amount of the Premises taken. Landlord mayLessor shall, at its optionexpense, condition advancement of such Award make all necessary repairs or alterations to the Building and other amounts on (a) Premises, so as to constitute the absence of any Event of Defaultremaining Premises a complete architectural unit, (b) its approval of plans and specifications of an architect satisfactory Lessee, at Lessee's sole cost, shall similarly act with respect to Landlord (which approval shall not be unreasonably withheldLessee's improvements, delayed or conditioned)trade fixtures, furnishings and equipment. (c) general contractors’ estimatesIf more than fifty percent (50%) of the Building in which the Premises are located, or more than fifty percent (iv50%) architect’s certificatesof the Premises, or more than fifty percent (d50%) conditional lien waivers of general contractorsthe common facilities, if availableshall be taken under power of eminent domain, or sold to public authority under threat or in lieu of such a taking, Lessor may, by written notice to Lessee delivered on or before the tenth (e10th) evidence day following the date of approval surrendering possession to the public authority, terminate this Lease as of the day possession is taken by all governmental authorities public authority. The rent shall be paid up to the day possession is taken by the public authority, with an appropriate refund by Lessor of such rent and other regulatory bodies whose approval is required, (f), if Tenant has elected charges as may have been paid in advance for a period subsequent to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordthat date.

Partial Condemnation. In the event of a taking which is not a Total Condemnation of less than (a “Partial Condemnation”), Tenant’s obligations as to the whole of any Property such that such Property is still suitable for its Permitted UsePremises shall not terminate, Rent shall not axxxx or be reduced, and Tenant shall, at its sole cost and expense but subject to the extent proceeds made available to Tenant as a result of such Partial Condemnation, restore the balance of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause Premises to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (condition, as nearly as may be possible under the circumstances) practicable, as such Leased Improvements existing immediately prior to such Partial Condemnation, in material compliance with all Legal Requirements, subject to under the provisions of this Section 11.2Lease. If The Award resulting from such taking or conveyance shall be payable to Landlord. Landlord shall use commercially reasonable efforts in good faith to cause such proceeds to be made available to Tenant for such purpose. Upon the written request of Txxxxx (accompanied by evidence reasonably satisfactory to Landlord that such amount has been paid or is due and payable and is properly part of such costs), Landlord shall promptly make available in installments, an amount up to but not exceeding the amount of any Award received by Landlord with respect to such Partial Condemnation. Landlord shall be entitled to keep any portion of the Award which may be in excess of the cost of the repair or restoration, and Tenant shall bear all additional costs of such restoration of the affected Property exceeds the amount in excess of the Award. Notwithstanding anything to the contrary contained herein, if fewer than two (2) years remain in the Term at the time of the Partial Condemnation, then Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not to cancel and terminate this Lease upon written notice to Landlord, provided within 60 days of the obligation)date of the Partial Condemnation, exercisable at Landlordin which case Landlord shall be entitled to such condemnation proceeds. Upon Txxxxx’s sole election by Notice notice to Tenant given within sixty (60) days after Landlord of Tenant’s Notice of the deficiency, election to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereofterminate this Lease, the Minimum Rent Lease shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgageautomatically terminate, and the release Term hereof shall come to an end with the same force and effect as if the Term of such Award the Lease, by the applicable Facility Mortgagee. Tenant’s obligation terms and provisions hereof, were to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordexpire on such date.

Partial Condemnation. In the event of a Condemnation of less than the whole of Except as otherwise provided in this Section 13.02, if any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit Premises is taken by condemnation during the Lease Term (whether by exercise of governmental power or the sale or transfer by Landlord to any condemnor under threat of condemnation or while proceedings for condemnation are pending) and Tenant cannot reasonably conduct its business, then Tenant may terminate this Lease. In addition, if more than thirty-three percent (33%) of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost total Rentable Area of the repair or restoration of the affected Property exceeds the amount of the AwardPremises is taken by condemnation, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, then Landlord shall have the right to terminate this Lease effective as of the date transfer of possession is required. Tenant and Landlord may elect to exercise their respective rights to terminate this Lease pursuant to this Section 13.02, if at all, by delivering written notice to the other party within thirty (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (6030) days after Tenant’s Notice receipt of the deficiency, to elect to make available for application to the cost of repair or restoration the amount notice of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum condemnation. All Rent shall be adjusted as provided in Section 3.1.1(c). In paid up to the event that neither Landlord nor date of termination, and Tenant shall elect to make such deficiency available have no claim against Landlord for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part value of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for unexpired portion of the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restorationLease Term. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval If this Lease shall not be unreasonably withheldterminated, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers then the Rent reserved herein shall be prorated on the basis the of general contractors, if available, (e) evidence the Rentable Area of approval the portion of the Premises retained by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant in proportion to the preceding paragraphRentable Area contained in the Premises immediately prior to the partial taking. If Tenant’s continued use of the Premises requires alterations and repair by reason of a partial taking, Tenant depositing the amount thereof with Landlord all such alterations and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts repair shall be subject to (x) the collection thereof made by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant at Tenant’s obligation expense. Tenant waives all rights it may have under California Code of Civil Procedure Section 1265.130 or otherwise, to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordterminate this Lease based on partial condemnation.

Partial Condemnation. In the event of a Condemnation of (i) If less than the whole but more than twenty percent (20%) of any Property the leased premises or more than fifty percent (50%) of the common areas shall be so taken under eminent domain, or sold to public authority under threat or in lieu of such that such Property is still suitable for its Permitted Usea taking, Tenant shall, shall have the right either to terminate this Lease and declare the extent same null and void as of the Award and any additional amounts disbursed day possession is taken by Landlord as hereinafter providedpublic authority, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirementsor, subject to the provisions Landlord's right of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall termination as set forth in reasonable detail Section 18.02(0) of this Article, to continue in the nature possession of the remainder of the leased premises, upon notifying Landlord in writing within ten (10) days after such deficiency and whether Tenant shall pay and assume the amount taking of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement)Tenant's intention. In the event Tenant elects to remain in possession, all of the terms herein provided shall elect not continue in effect, except that, as of the day possession of such percentage of the leased premises is taken by public authority, the minimum rent and other charges payable by Tenant to Landlord (to the extent that such charges are based upon the square foot area of the leased premises) shall be reduced in proportion to the floor area of the leased premises taken and the Minimum Gross Sales above which percentage "ent is computed and payable shall likewise be proportionately reduced; thereafter, Landlord shall, at its own cost and expense, make all necessary repairs or alterations to the basic building, so as to constitute the remaining leased premises a complete architectural unit, and Tenant, at Tenant's sole cost, shall similarly act with respect to Tenant's improvements, trade fixtures, furnishings and equipment. (ii) If twenty percent (20%) or less of the leased premises shall be so taken, the lease term shall cease only on the part so taken, as of the day possession shall be taken by such public authority, and Tenant shall pay rent and assume other charges up to that day, with appropriate credit by Landlord (toward the next installment of such rent or charges due from Tenant) of such rent or charges as may have been paid in advance for a period subsequent to the date of the taking; thereafter, the minimum rent and other charges payable to Landlord (to the extent that such charges are based upon the square foot area of the leased premises) shall be reduced in proportion to the amount of such deficiencythe leased premises taken and the Minimum Gross Sales above which percentage rent is computed and payable shall likewise be proportionately reduced. Landlord shall, Landlord shall have the right (but not the obligation)at its expense, exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application all necessary repairs or alterations to the cost of repair or restoration basic building, so as to constitute the amount of such deficiency; providedremaining leased premises a complete architectural unit, howeverand Tenant, in such eventat Tenant's sole cost, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement similarly act with respect to Tenant's improvements, trade fixtures, furnishings and equipment. (b) If more than fifty percent (50%) of the affected Property and building in which the entire Award leased premises are located, or more than fifty percent (50%) of the leased premises, or more than fifty percent (50%) of the Shopping Center or of the common areas, shall be allocated as set forth taken under power of eminent domain, or sold to public authority under the threat or in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost lieu of such repair or restoration. a taking, Landlord may, at its optionby written notice to Tenant delivered on or before the tenth (lOth) day following the date of surrendering possession to the public authority, condition advancement terminate this Lease as of the day possession is taken by public authority. The rent and other charges shall be paid up to the day possession is taken by public authority, with an appropriate refund by Landlord of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory rent as may have been paid in advance for a period subsequent to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordthat date.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section SECTION 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s 's sole election by Notice to Tenant given within sixty (60) days after Tenant’s 's Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; providedPROVIDED, howeverHOWEVER, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section SECTION 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5SECTION 11.6. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ ' estimates, (iv) architect’s 's certificates, (dv) conditional lien waivers of general contractors, if available, (evi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (fvii), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (gviii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation under this Section SECTION 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s 's obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord.

Partial Condemnation. In (i) If there is a partial condemnation and Landlord decides to terminate pursuant to Paragraph (a) hereof, except during the event last two (2) years of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Useterm, Tenant shallmay require Landlord to withdraw its notice of termination by: (A) giving Landlord written notice thereof within ten (10) days from transmission of Landlord's notice to Tenant of Landlord's intention to terminate, (B) agreeing to pay the cost of restoration in excess of the condemnation proceeds reduced by those sums expended by Landlord in collecting the condemnation proceeds, and [C] giving Landlord adequate security for such payment within such ten (10) day period. (ii) If there is a partial condemnation and this lease has not been terminated pursuant to Paragraph (a) hereof, Landlord shall restore the Building and the improvements which are part of the Premises to a condition and size as nearly comparable as reasonably possible to the extent of the Award condition and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing size thereof immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2date upon which possession shall have been taken by the condemnor. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation condemnation proceeds are more than adequate to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to cover the cost of repair or restoration and the amount of such deficiency; providedLandlord's expenses in, howevercollecting the condemnation proceeds, in such event, upon any disbursement excess proceeds shall be retained by Landlord thereofor applied to repayment of any mortgage secured by the Premises. (iii) If there is a partial condemnation and this lease has not been terminated by the date upon which the condemnor shall have obtained possession, the Minimum Rent obligations of Landlord and Tenant under this lease shall be adjusted as provided in Section 3.1.1(c)unaffected by such condemnation except that there shall be an equitable abatement for the balance of the term of the minimum annual rent according to the value of the Premises before and after the date upon which the condemnor shall have taken possession. In the event that neither Landlord nor Tenant shall elect the parties are unable to make agree upon the amount of such deficiency available for restorationabatement, either Landlord or Tenant party may terminate this Agreement with respect submit the issue to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordarbitration.

Partial Condemnation. In i) If there is a partial condemnation and Landlord decides to terminate pursuant to subsection 18(a)(iii) hereof then Tenant may require Landlord, except during the event last year of a Condemnation the Term (unless Tenant elects to extend the Term of less than this Lease in accordance with any right to renew, pursuant to the whole terms of any Property this Lease that Tenant may have at the time of such that condemnation, or if no such Property is still suitable right exists, unless Tenant elects to extend the Lease for its Permitted Use, Tenant shallan additional five (5) year period upon the terms and conditions provided in Rider A as if such five (5) year period were an option period thereunder), to withdraw its notice of termination by: [A] giving Landlord written notice thereof within ten (10) days from transmission of Landlord’s notice to Tenant of Landlord’s intention to terminate, [B] agreeing to pay the extent cost of restoration in excess of the Award and any additional amounts disbursed condemnation proceeds reduced by those sums reasonably expended by Landlord as hereinafter providedin collecting the condemnation proceeds, commence and [C] giving Landlord adequate security for such payment within such ten (or cause 10) day period. ii) If there is a partial condemnation and this Lease has not been terminated pursuant to be commencedsubsection (a) promptly hereof, Landlord shall restore the Building and continue diligently to restore (or cause to be restored) the untaken portion improvements which are part of the applicable Leased Improvements so that such Leased Improvements shall constitute Premises to a complete architectural unit of the same general character condition and condition (size as nearly comparable as may be reasonably possible under to the circumstances) as such Leased Improvements existing condition and size thereof immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof date upon which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord possession shall have been taken by the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiencycondemnor; provided, however, that Landlord shall only be obligated to restore such damage from condemnation to the extent possible with the award damage. If the condemnation proceeds are more than adequate to cover the cost of restoration and the Landlord’s expenses in such eventcollecting the condemnation proceeds, upon any disbursement excess proceeds shall be retained by Landlord thereofor applied to repayment of any mortgage seured by the Premises. iii) If there is a partial condemnation and this Lease has not been terminated by pursuant to subsection (a) hereof, the Minimum Rent obligations of Landlord and Tenant under this Lease shall be adjusted as provided in Section 3.1.1(c)unaffected by such condemnation except that there shall be an equitable abatement for the balance of the Term of the Fixed Basic Rent proportionate to he Premises so taken and taking into account the nature and effect of any taking of the Common Areas on the Premises, and Tenant’s Proportionate Share shall be recalculated, if necessary. In the event that neither Landlord nor Tenant shall elect the parties are unable to make agree upon the amount of such deficiency available for restorationabatement, either Landlord or Tenant party may terminate this Agreement with respect submit the issue to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordarbitration.

Partial Condemnation. (A) In the event of that only a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements Premises and/or the Air Park is taken or condemned by any condemning authority, Landlord shall constitute a complete architectural unit immediately send written notice thereof to Tenant. If said portion of the same general character and condition Premises and/or the Air Park so taken or condemned constitutes a “substantial portion of the Premises” as defined in Section 15.02 (C) below, then Tenant shall have the right to elect, by written notice to Landlord within 20 days after receipt from Landlord of the aforesaid notice of condemnation, either: (i) to terminate this Lease Agreement as nearly as may be possible under of the circumstances) as such Leased Improvements existing immediately prior to such Condemnationdate of the taking of possession by the condemning authority, in material compliance with which event the Base Rent and all Legal Requirements, subject other charges shall be apportioned and paid to the provisions of this Section 11.2. If the cost date of the repair taking, or restoration (ii) to terminate this Lease Agreement only with respect to the portion of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth Premises taken by such condemning authority and otherwise to continue this Lease Agreement in reasonable detail the nature of such deficiency full force and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement)effect. In the event that any such taking or condemnation involves less than a “substantial portion of the Premises”, or if it does involve a “substantial portion of the Premises” but Tenant makes the election set forth in clause 15.02(A)(ii) above, then Base Rent will be reduced to reflect the reduced area of the Premises and will be determined by multiplying the annual Base Rent then in effect by a fraction, the numerator of which shall elect not to pay be the number of square feet contained in the Project after the taking and assume the amount denominator of which shall be 100,000 and such reduced Base Rent will become effective upon the date of such deficiencytaking. (B) If this Lease Agreement is not terminated as set forth in Section 15.01 or 15.02(A)(i) hereof, then the award or payment for the taking that is related to the Premises shall be paid to and used by Tenant to restore, with reasonable dispatch, the portion of the Premises remaining, after the taking, to substantially the same condition and tenantability as existed immediately preceding the taking. (C) A “substantial portion of the Premises” shall be deemed to have been condemned if such condemnation relates to a portion of the Premises and/or the Air Park the absence of which would reasonably result in a permanent substantial adverse impact upon Tenant’s business conducted on or from the Premises. (D) Termination of this Lease Agreement because of condemnation shall be without prejudice to the rights of either Landlord or Tenant to recover from the condemning authority compensation and damages for the injury and loss sustained by them as a result of the taking. Landlord shall have the right (but not to recover from the obligation), exercisable at Landlord’s sole election condemning authority compensation and damages for the injury and loss sustained by Notice to Tenant given within sixty (60) days after Tenant’s Notice Landlord as a result of the deficiencytaking of the Premises, to elect including land and any improvements. Tenant shall have the right to make available an independent claim against the condemning authority for application to the cost Fixtures, interruption or dislocation of repair or restoration business in the Premises, loss of good will, and for moving expenses as long as such claim by Tenant does not reduce the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee payable to Landlord.

Partial Condemnation. In the event of a Condemnation of less than the whole of any the applicable Leased Property such that such Leased Property is still suitable for its Permitted Primary Intended Use, Tenant shallwill, to the extent of the Award at its sole cost and any additional amounts disbursed by Landlord as hereinafter providedexpense, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements on such Leased Property so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such the Leased Improvements existing immediately prior to such Condemnation, in material full compliance with with, all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such said Award and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ ' estimates, (iv) architect’s 's certificates, (dv) conditional lien waivers of general contractors, if available, (evi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord required and (gvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x1) the collection thereof by Landlord and (y2) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore If the cost of the restoration of the applicable Leased Property shall be subject to the release exceeds that part of the Award necessary to complete such restoration, together with severance and other damages awarded for the taken Leased Improvements, Tenant shall contribute upon the demand of Landlord any excess amounts needed to restore such Leased Property. Such difference shall be paid by Tenant to Landlord and held by Landlord, together with such part of the applicable Facility Mortgagee Award and such severance and other damages, for application to Landlordthe cost of restoration.

Partial Condemnation. In (i) If there is a partial condemnation and Landlord decides to terminate pursuant to Paragraph (a) hereof, except during the event last year of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Useterm, Tenant shallmay require Landlord to withdraw its notice of termination by: (A) giving Landlord written notice thereof within ten (10) days from transmission of Landlord's notice to Tenant of Landlord's intention to terminate, (B) agreeing to pay the cost of restoration in excess of the condemnation proceeds reduced by those sums expended by Landlord in collecting the condemnation proceeds, and (C) giving Landlord adequate security for such payment within such ten (10) day period. (ii) If there is a partial condemnation and this lease has not been terminated pursuant to Paragraph (a) hereof Landlord shall restore the Building and the improvements which are part of the Premises to a condition and size as nearly comparable as reasonably possible to the extent of the Award condition and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing size thereof immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2date upon which possession shall have been taken by the condemnor. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation condemnation proceeds are more than adequate to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to cover the cost of repair or restoration and Landlord's expenses in collecting the amount of such deficiency; providedcondemnation proceeds, however, in such event, upon any disbursement excess proceeds shall be retained by Landlord thereofor applied to repayment of any mortgage secured by the Premises. (iii) If there is a partial condemnation and Landlord has not exercised its right to terminate on the date upon which the condemnor shall have obtained possession, the Minimum Rent obligations of Landlord and Tenant under the lease shall be adjusted as provided in Section 3.1.1(c)unaffected by such condemnation except that there shall be an equitable abatement for the balance of the term of the minimum annual rent according to the value of the Premises before and after the date upon which the condemnor shall have taken possession. In the event that neither Landlord nor Tenant shall elect the parties are unable to make agree upon the amount of such deficiency available for restorationabatement, either Landlord or Tenant party may terminate this Agreement with respect submit the issue to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordarbitration.

Partial Condemnation. In the event of If only a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent part of the Award and any additional amounts disbursed by Landlord as hereinafter providedProperty of which the Premises occupies all or a part, commence (is taken or cause to be commenced) promptly and continue diligently to restore (condemned for a public or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiencyquasi-public use, Landlord shall have the option of doing such work as may be reasonably necessary to restore the Property and other improvements upon the Premises to tenantable condition for Tenant's uses, or of terminating this Lease. The Landlord reserves the right (but to enter upon the Premises to carry out such work affecting the Premises or Property of which the Premises are a part, even though the effect of such entry is to render the Premises or a part thereof untenantable. Landlord shall not be liable for any damage compensation or claim by reason of inconvenience or annoyance arising from the obligation)necessity of restoring any portion of the Property, exercisable at Landlord’s sole election damages to Tenant's property, the interruption in the use of the Premises or Tenant's business, or the termination of this Lease by Notice reason of the taking or condemnation of the Premises. In the event that Landlord elects to Tenant given within restore the building and Premises, a minimum of sixty (60) days notice shall be given to the Tenant and the work shall be commenced immediately after Tenant’s Notice the date when Tenant is required to vacate the Premises, or the portion to be restored, and shall be completed with due diligence, except for delays due to governmental regulation, inability to obtain labor or materials, or causes beyond Landlord's reasonable control. The prior paragraph notwithstanding, if the floor area of the deficiency, to elect to make available for application Premises is reduced by more than one-fifth or if more than one-fifth of the parking area allocated to the cost Premises as depicted on Exhibit A attached hereto is so taken and such parking area cannot be replaced, Tenant may by notice to the Landlord, within thirty (30) days after receiving notice of repair the condemnation from Landlord, terminate this Lease as of the date when Tenant is required to vacate the Premises or restoration portion thereof as the result of the condemnation. If this Lease is not terminated after any such taking or condemnation, the Base Rent (and correspondingly the monthly installments thereof) and the Additional Rent shall be equitably adjusted for the balance of the term taking into account the character and amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restorationadjustments, either Landlord or Tenant party may terminate this Agreement with respect to submit the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded issue for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds arbitration pursuant to the preceding paragraph, Tenant depositing rules then in effect of the amount thereof with Landlord American Arbitration Association and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts determination or award rendered by the arbitrator shall be final, conclusive and binding upon the parties and not subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgageappeal, and the release judgment thereon may be entered in any court of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordcompetent jurisdiction.

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s 's sole election by Notice to Tenant given within sixty (60) days after Tenant’s 's Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award received by Landlord and necessary to complete such repair or restoration, together with severance and other damages awarded to Landlord for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such portion of the Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (cb) general contractors’ ' estimates, (ivc) architect’s 's certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), ) if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Property Mortgage, and the release of such Award by the applicable Facility Property Mortgagee. Tenant’s 's obligation to restore the Leased Property shall be subject to the release of any portion of the Award by the applicable Facility Property Mortgagee to Landlord.

Partial Condemnation. In If a Permanent Taking shall involve only a portion of the event Premises or otherwise does not constitute a Total Permanent Taking (any of such takings hereinafter called a Condemnation “Partial Permanent Taking”), then (i) this Lease shall continue as to that portion of less than the whole Premises remaining after such Partial Permanent Taking, (ii) the Rent and other obligations of any Property Tenant under this Lease shall xxxxx equitably as a result of such that such Property is still suitable for its Permitted Use, Partial Permanent Taking and (iii) Landlord shall promptly restore the Premises including the Tenant shall, Improvements hereunder to the extent of the Award feasible given such Partial Permanent Taking, and any additional amounts disbursed by Landlord as hereinafter providedin accordance with all Requirements, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing to its value, condition, character, utility and useful life that existed immediately prior to such Condemnation, in material compliance with all Legal RequirementsPartial Permanent Taking. If Landlord, subject to Force Majeure and subject to delays caused by Tenant, does not promptly commence and thereafter diligently pursue the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds Premises as required in this Section 12.2, and substantially complete such restoration no later than one hundred twenty (120) days after the amount of the Awardtaking, Tenant shall give may either (i) terminate this Lease at any time thereafter prior to the date such restoration is substantially completed upon not less than thirty (30) days notice to Landlord; provided, if Landlord Notice thereof which notice shall set forth in reasonable detail completes the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency restoration within thirty (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (6030) days after Tenant’s Notice notice, subject to Force Majeure and subject to delays caused by Tenant, such termination exercise by Tenant will be deemed null and void and this Lease shall continue in effect as if such right of the deficiency, to elect to make available for application to termination had not been exercised or (ii) perform such repairs at Landlord’s costs and deduct the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for interest thereon at the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord mayDefault Rate, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to LandlordRent payable hereunder.

Partial Condemnation. In (i) If there is a partial condemnation and the event Lease terminates pursuant to Subsection 21(a)(iii) hereof, then Tenant may require Landlord, except during the last two (2) years of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shallTerm, to withdraw its notice of termination by: [A] giving Landlord written notice thereof within ten (10) days from transmission of Landlord's notice to Tenant of Landlord's intention to terminate, [B] agreeing to pay the extent cost of restoration in excess of the Award and any additional amounts disbursed condemnation proceeds reduced by those sums expended by Landlord as hereinafter providedin collecting the condemnation proceeds, commence and [C] giving Landlord adequate security for such payment within such ten (or cause 10) day period. (ii) If there is a partial condemnation and this Lease has not been terminated pursuant to be commencedsubsection (a) promptly hereof, Landlord shall restore the Building and continue diligently to restore (or cause to be restored) the untaken portion improvements which are part of the applicable Leased Improvements so that such Leased Improvements shall constitute Premises to a complete architectural unit of the same general character condition and condition (size as nearly comparable as may be reasonably possible under to the circumstances) as such Leased Improvements existing condition and size thereof immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof date upon which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord possession shall have been taken by the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiencycondemnor; provided, however, that Landlord shall only be obligated to restore such damage from condemnation to the extent possible with the award damage. If the condemnation proceeds are more than adequate to cover the cost of restoration and the Landlord's expenses in such eventcollecting the condemnation proceeds, upon any disbursement excess proceeds shall be retained by Landlord thereofor applied to repayment of any mortgage secured by the Premises. (iii) If there is a partial condemnation and this Lease has not been terminated by the date upon which the condemnor obtains possession, the Minimum Rent obligations of Landlord and Tenant under this Lease shall be adjusted as provided in Section 3.1.1(c)unaffected by such condemnation except that there shall be an equitable abatement for the balance of the Term of the Fixed Basic Rent according to the value of the Premises before and after the date upon which the condemnor takes possession. In the event that neither Landlord nor Tenant shall elect the parties are unable to make agree upon the amount of such deficiency available for restorationabatement, either Landlord or Tenant party may terminate this Agreement with respect submit the issue to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordarbitration.

Partial Condemnation. In If, during the event of Term, there is a partial Condemnation of less than but the whole of any Property such that such Property Hotel is still suitable not rendered Unsuitable for its Its Permitted Use, Tenant shallsubject to Section 6.07.A and 6.07.B, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or Manager shall cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements Hotel to be repaired and restored, in compliance with all Legal Requirements and Insurance Requirements and so that such Leased Improvements the untaken portion of the Hotel shall constitute a complete architectural unit of the same general character and condition (condition, to the extent practicable, as nearly as may be possible under the circumstances) as such Leased Improvements existing Hotel immediately prior to such Condemnation, partial Condemnation and in material compliance with all Legal Requirements, subject to System Standards in consideration of the provisions Procurement and Construction Supervision Fee. A. If the amount of this Section 11.2. If the Award is less than the cost of the repair or and restoration of the affected Property exceeds the amount of the AwardHotel, Tenant Manager shall give notice to Owner and Landlord Notice thereof which notice shall set setting forth the deficiency in reasonable detail detail. Owner shall have the nature of such right without any obligation and in its sole discretion, to fund the deficiency and whether Tenant shall pay give Manager and assume the amount of such deficiency Landlord notice within twenty (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement)20) days after notice from Manager. In the event Tenant shall elect If Owner elects not to pay and assume fund the amount of such deficiency, Landlord shall have the right without obligation and in its sole discretion, to fund the deficiency and shall give Manager and Owner notice within twenty (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (6020) days after Tenant’s Notice of notice from Owner. If neither Landlord nor Owner elect to fund the deficiency, this Agreement shall terminate and Owner and Landlord shall be entitled to elect retain the Award. B. If Owner or Landlord elects to make the funds necessary to cause the Hotel to be repaired and restored available for application to the cost of repair Manager, Owner shall (or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by shall cause Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of to) advance the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency additional amounts payable by Owner or Landlord has agreed to disburse, to Tenant Manager regularly during the repair and restoration period so period. Any such advances shall be made not more frequently than monthly within ten (10) Business Days after Manager submits to Owner a written requisition and substantiation therefor on AIA Forms G702 and G703 (or on such other form or forms as may be reasonably acceptable to permit payment for the cost of such repair Owner and Landlord). Owner or restoration. Landlord may, at its option, may condition advancement of such Award the insurance proceeds and other amounts on (ai) the absence of any Event an event of Defaultdefault under the Lease, (bii) its approval of plans and specifications of an architect satisfactory to Landlord and Owner (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ estimates, (iv) architect’s certificates, (dv) conditional unconditional lien waivers of general contractors, if available, (evi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord required and (gvii) such other certificates as Landlord and Owner may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord.

Partial Condemnation. 19.3.1 If there is a partial condemnation or transfer in lieu of condemnation and Landlord decides to terminate pursuant to Section 19.1 hereof, then, except during the last five (5) years of the Term, Tenant may require Landlord to withdraw its notice of termination by: (i) giving Landlord written notice thereof within ten (10) days from and after its receipt of Landlord's notice to Tenant of Landlord's intention to terminate, (ii) agreeing to pay the cost of restoration in excess of the condemnation proceeds reduced by those sums reasonably expended by Landlord in collecting the condemnation proceeds, and (iii) giving Landlord adequate security for such payment within such ten (10) day period. During the final five (5) years of the Term, Tenant may require Landlord to withdraw its notice of termination by giving written notice of Tenant's election to exercise the Option with ten (10) days from and after its receipt of Landlord's notice to Tenant of Landlord's intention to terminate. In such event, the event condemnation proceeds shall first be applied to the Option Purchase Price, as calculated in accordance with the terms set forth in attached EXHIBIT B, with any remaining proceeds being distributed to Tenant. 19.3.2 If there is a partial condemnation or transfer in lieu of condemnation and this Lease has not been terminated pursuant to Section 19.1 or Section 19.2 hereof, Landlord shall restore the Facility and the improvements which are part of the Premises to a Condemnation condition and size as nearly comparable as reasonably possible to the condition and size thereof immediately prior to the date upon which possession shall have been taken by the condemnor. Except as otherwise set forth herein, if the condemnation proceeds are more than adequate to cover the cost of less than restoration and Landlord's reasonable expenses in collecting the whole condemnation proceeds, any excess proceeds shall be retained by Landlord or applied to repayment of any Property mortgage secured by the Premises. 19.3.3 If there is a partial condemnation and neither Landlord nor Tenant has exercised its right to terminate on the date upon which the condemnor shall have obtained possession, the obligations of Landlord and Tenant under the Lease shall be unaffected by such condemnation except that such Property is still suitable the Basic Rent and the Additional Monetary Obligations provided for its Permitted Use, Tenant shall, herein shall xxxxx proportionately to the extent of the Award and that any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit Premises is not reasonably useable by Tenant in the conduct of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c)its business. In the event that neither Landlord nor Tenant shall elect the parties are unable to make agree upon the amount of such deficiency available for restorationabatement, either Landlord or Tenant party may terminate this Agreement with respect submit the issue to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordarbitration.

Partial Condemnation. In If more than twenty-five percent (25%) of the event Leased Premises at the time, are taken by the exercise of a Condemnation the power of less than eminent domain (herein referred to as “Partial Condemnation”), Tenant shall have the whole of any Property right to terminate this Lease if said Leased Premises (including the Improvements) remaining are such that such Property is still suitable their continued use for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of purpose for which the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing were being used immediately prior to such Condemnation, taking is reasonably impractical or economically imprudent. The option to terminate herein granted shall be exercised in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, writing by Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice Tenant shall have received written notice of the deficiencydate of the taking of possession by the applicable condemning authority. Termination shall be effective on the date of the taking. Upon termination, to elect to make available for application prepaid rent or unpaid rent, and all other amounts due pursuant to the cost provisions of repair this Lease shall be prorated accordingly. Whether this Lease is terminated or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereofnot, the Minimum Rent compensation award shall be adjusted distributed as provided in Section 3.1.1(c)11.01. In However, notwithstanding the event that neither Landlord nor provisions of the preceding sentence, any award or any portion of any award made for the purpose of repairing or demolishing any remaining Improvements shall belong to the party who repairs or demolishes said remaining Improvements. Tenant shall elect promptly undertake to repair, restore (to the extent possible according to the land area so taken to make the building a complete architectural unit) or demolish such deficiency available for restorationremaining Improvements, either Landlord or Tenant may terminate this Agreement all such repairing, restoration and/or demolition to be done in a good and workmanlike manner, in conformity with respect all applicable governmental rules, regulations, ordinances and laws. If less than twenty-five percent (25%) of the Leased Premises at the time are taken by the exercise of the power of eminent domain, the entire compensation award attributable to the affected Property and the entire Award Leased Premises taken shall be allocated as set forth in Section 11.5. Subject belong to the terms hereofLandlord. However, Tenant shall have the right to claim and recover from the condemning authority, such compensation as may be separately awarded and recoverable by Tenant in Tenant’s own right, without impairing the compensation award to Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disbursePremises taken, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence account of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory all damage to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architectXxxxxx’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval business by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction reason of any applicable requirements condemnation and for or on account of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. cost or loss to which Xxxxxx might be put in removing or relocating Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordimprovements, fixtures or personal property.

Partial Condemnation. In the event of a Condemnation of less than the -------------------- whole of any the Leased Property such that such the Leased Property is still suitable for its Permitted Use, Tenant shall, or shall direct the Manager to, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such the Leased Improvements existing immediately prior to such Condemnation, in material full compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If ------------ the cost of the repair or restoration of the affected Leased Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s 's sole election by Notice to Tenant given within sixty (60) days after Tenant’s 's Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord -------- ------- thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). In ---------------- the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5retained by Landlord. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ ' estimates, (iv) architect’s 's certificates, (d) conditional unconditional lien waivers of general contractors, if available, (evi) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord required and (gvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation under this Section 11.2 to disburse the Award and such ------------ other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Hotel Mortgage, and the release of such Award by the applicable Facility Hotel Mortgagee. Tenant’s 's obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Hotel Mortgagee to Landlord.

Partial Condemnation. In the event of a Condemnation of less than -------------------- the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, shall commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to and unless this Agreement is terminated pursuant to the provisions of this Section 11.2. If the ------------ cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s 's sole election by Notice to Tenant given within sixty (60) days after Tenant’s 's Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, -------- ------- -40- in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). In the event that neither Landlord ---------------- nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.511.6. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlord.------------

Partial Condemnation. In the event Sublessor is entitled to terminate the Master Lease under Section 17 of a Condemnation of less the Master Lease, Sublessee shall be entitled to terminate this Sublease by written notice to Sublessor no later than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, five (5) days prior to the extent date Sublessor is required to notify Landlord of such election by Sublessor. Notwithstanding the foregoing, Sublessor's right to terminate the Master Lease pursuant to Section 17 of the Award and Master Lease shall not be conditioned in any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause way upon Sublessee also exercising Sublessee's right to be commenced) promptly and continue diligently terminate this Sublease pursuant to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.211.b. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election Master Lease is terminated by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect Sublessor pursuant to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part 17 of the Award necessary to complete such repair or restorationMaster Lease, together with severance this Sublease shall automatically terminate as of the date of the termination of the Master Lease, unless Landlord and other damages awarded for the taken Leased Improvements Sublessee have theretofore entered into a recognition and any deficiency attornment agreement whereby Landlord has agreed to disburseaccept this Sublease as a direct lease between Landlord and Sublessee. If the Master Lease is not terminated following any such Condemnation, subject to Tenant regularly during any termination of this Sublease by Sublessee in accordance with the restoration period so as first sentence of this Section 11.b, this Sublease shall remain in full force and effect and, upon Sublessee's written request and at Sublessee's cost, Sublessor shall diligently enforce any rights under the Master Lease to permit payment for require Landlord to rebuild the cost of such repair or restorationSublet Space. Landlord may, at its option, condition advancement of such Award and other amounts on (a) Despite anything contained in the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant Master Lease to the preceding paragraphcontrary, Tenant depositing as between Sublessor and Sublessee only, in the amount thereof with Landlord and (g) such other certificates as Landlord may, from time event of Condemnation of the Sublet Space Sublessor will have no obligation to time, reasonably requirerebuild or restore any Alterations made by or on behalf of Sublessee in the Sublet Space. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts Basic Rent shall be subject equitably adjusted to (x) take into account interference with Sublessee's ability to conduct its operations on the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release Sublet Space as a result of the Award by Sublet Space being Condemned. Sublessee hereby waives the applicable Facility Mortgagee to Landlord.provisions of

Partial Condemnation. In the event the operation of a Condemnation the residue of less than the whole Premises is commercially feasible in Sublessee's reasonable opinion, and this Sublease is not terminated pursuant to Paragraph 16.1(a) above, then the Rent otherwise payable throughout the remainder of the Term of this Sublease shall be reduced as follows: the percentage which the value of the residue of the Premises (including all structures and improvements thereon and replacements thereof, but excluding and disregarding any Property such that structures and improvements constructed after the Proration Date) after condemnation bears to the value of the Premises (including all structures and improvements thereon and replacements thereof, but excluding and disregarding any such Property is still suitable for its Permitted Usestructures and improvements constructed after the Proration Date) immediately prior to such condemnation shall be determined by appraisal as hereinafter provided, Tenant shalland the percentage determined by said appraisal shall be multiplied by the amount of Basic Rent otherwise payable under the provisions of Paragraph 4 of this Sublease and the product thereof shall thereafter be payable as the Basic Rent hereunder; and in such event, Sublessee may, but shall not be obligated to, repair or rebuild the improvements remaining on such residue of the Premises, or construct replacement improvements, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation it is economically feasible for Sublessee to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In such event the event Tenant percentage determined by said appraisal shall elect not to pay and assume also be multiplied by the amount of such deficiency, Landlord shall have the right Annual Sales Base (but not the obligationas defined in Exhibit "E" hereto), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by product thereof shall thereafter be deemed to be the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release Annual Sales Base for purposes of the Award by the applicable Facility Mortgagee to Landlordterms and provisions of Exhibit "E" hereto.

Partial Condemnation. In i) If there is a partial condemnation and Landlord decides to terminate pursuant to subsection 18(a)(iii) or if Tenant elects to terminate pursuant to Section 18(a)(ii) hereof then Tenant may require Landlord, except during the event last two (2) years of a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shallTenn, to withdraw its notice of termination by: [A] giving Landlord written notice thereof within ten (10) days from transmission of Landlord's notice to Tenant of Landlord's intention to terminate, [B] agreeing to pay the extent cost of restoration in excess of the Award and any additional amounts disbursed condemnation proceeds reduced by those sums expended by Landlord as hereinafter providedin collecting the condemnation proceeds, commence and [C] giving Landlord adequate security for such payment within such ten (or cause 10) day period. ii) If there is a partial condemnation and this Lease has not been terminated pursuant to be commencedsubsection (a) promptly hereof, Landlord shall restore the Building and continue diligently to restore (or cause to be restored) the untaken portion improvements which are part of the applicable Leased Improvements so that such Leased Improvements shall constitute Premises to a complete architectural unit of the same general character condition and condition (size as nearly comparable as may be reasonably possible under to the circumstances) as such Leased Improvements existing condition and size thereof immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof date upon which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord possession shall have been taken by the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiencycondemnor; provided, however, that Landlord shall only be obligated to restore such damage from condemnation to the extent possible with the award damage. If the condemnation proceeds are more than adequate to cover the cost of restoration and the Landlord's expenses in such eventcollecting the condemnation proceeds, upon any disbursement excess proceeds shall be retained by Landlord thereofor applied to repayment of any mortgage secured by the Premises. iii) If there is a partial condemnation and this Lease has not been terminated by the date upon which the condemnor obtains possession, the Minimum Rent obligations of Landlord and Tenant under this Lease shall be adjusted as provided in Section 3.1.1(c)unaffected by such condemnation except that there shall be an equitable abatement for the balance of the Term of the Fixed Basic Rent according to the value of the Premises before and after the date upon which the condemnor takes possession. In the event that neither Landlord nor Tenant shall elect the parties are unable to make agree upon the amount of such deficiency available for restorationabatement, either Landlord or Tenant party may terminate this Agreement with respect submit the issue to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordarbitration.

Partial Condemnation. In i) If there is a partial condemnation and Landlord decides to terminate pursuant to subsection 18(a)(iii) hereof then Tenant may require Landlord, except during the event last year of a Condemnation the Term (unless Tenant elects to extend the Term of less than this Lease in accordance with any right to renew pursuant to the whole terms of any Property this Lease that Tenant may have at the time of such that condemnation, or if no such Property is still suitable right exists, unless Tenant elects to extend the Lease for its Permitted Use, Tenant shallan additional five (5) year period upon the terms and conditions provided in Rider A as if such five (5) year period were an option period thereunder), to withdraw its notice of termination by: [A] giving Landlord written notice thereof within ten (10) days from transmission of Landlord’s notice to Tenant of Landlord’s intention to terminate, [B] agreeing to pay the extent cost of restoration in excess of the Award and any additional amounts disbursed condemnation proceeds reduced by those sums reasonably expended by Landlord as hereinafter providedin collecting the condemnation proceeds, commence and [C] giving Landlord adequate security for such payment within such ten (or cause 10) day period. ii) If there is a partial condemnation and this Lease has not been terminated pursuant to be commencedsubsection (a) promptly hereof, Landlord shall restore the Building and continue diligently to restore (or cause to be restored) the untaken portion improvements which are part of the applicable Leased Improvements so that such Leased Improvements shall constitute Premises to a complete architectural unit of the same general character condition and condition (size as nearly comparable as may be reasonably possible under to the circumstances) as such Leased Improvements existing condition and size thereof immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof date upon which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord possession shall have been taken by the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiencycondemnor; provided, however, that Landlord shall only be obligated to restore such damage from condemnation to the extent possible with the award damage. If the condemnation proceeds are more than adequate to cover the cost of restoration and the Landlord’s expenses in such eventcollecting the condemnation proceeds, upon any disbursement excess proceeds shall be retained by Landlord thereofor applied to repayment of any mortgage secured by the Premises. iii) If there is a partial condemnation and this Lease has not been terminated by pursuant to subsection (a) hereof, the Minimum Rent obligations of Landlord and Tenant under this Lease shall be adjusted as provided in Section 3.1.1(c)unaffected by such condemnation except that there shall be an equitable abatement for the balance of the Term of the Fixed Basic Rent proportionate to the Premises so taken and taking into account the nature and effect of any taking of the Common Areas on the Premises, and Tenant’s Proportionate Share shall be recalculated, if necessary. In the event that neither Landlord nor Tenant shall elect the parties are unable to make agree upon the amount of such deficiency available for restorationabatement, either Landlord or Tenant party may terminate this Agreement with respect submit the issue to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordarbitration.

Partial Condemnation. In the event thx xxxxt of a Condemnation of less than the whole of any the applicable Leased Property such that such Leased Property is still suitable for its Permitted Primary Intended Use, Tenant shallwill, to the extent of the Award at its sole cost and any additional amounts disbursed by Landlord as hereinafter providedexpense, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements on such Leased Property so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such the Leased Improvements existing immediately prior to such Condemnation, in material full compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburseImprovements, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such said Award and other amounts on (ai) the absence of any Event of Default, (bii) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed withheld or conditioneddelayed), (ciii) general contractors’ ' estimates, (iv) architect’s 's certificates, (dv) conditional unconditional lien waivers of general contractors, if available, (evi,) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord required and (gvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s 's obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x1) the collection thereof by Landlord and (y2) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore If the cost of the restoration of the applicable Leased Property shall be subject to the release exceeds that part of the Award necessary to complete such restoration, together with severance and other damages awarded for the taken Leased Improvements, Tenant shall contribute upon the demand of Landlord any excess amounts needed to restore such Leased Property. Such difference shall be paid by Tenant to Landlord and held by Landlord, together with such part of-the applicable Facility Mortgagee Award and such severance and other damages, for application to Landlordthe cost of restoration.

Partial Condemnation. In the event of a Condemnation of (i) If less than the whole or less than substantially all of the demised premises shall be taken in such proceedings, and the part so taken shall consist only of the property and improvements surrounding the Original Building or any Property such that such Property is still suitable for its Permitted Usepart thereof, Tenant shallbut not the Original Building itself, the Sublease shall terminate only as to the extent portion so taken; this Sublease shall continue for the balance of its term as to the part of the Award demised premises remaining after such taking and any additional amounts disbursed the rents to be paid by Tenant after such taking for the remaining part of the demised premises shall be reduced by an amount agreed upon by Landlord as hereinafter providedand Tenant, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so taking into account all factors that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under are reasonably relevant in the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Landlord and Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume are unable to agree on the amount of such deficiency reduction within thirty (30) days after the mailing by Landlord of a written notice to Tenant having no obligation to do sothat the premises have been so taken, except that if then the reduction shall be an amount as shall be determined by arbitration as provided in this Sublease." (ii) If the part so taken shall include all or substantially all of the Original Building, Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right to cancel and terminate this Sublease as of the date of such taking by giving the Landlord notice in writing of such election within thirty (but not the obligation), exercisable at Landlord’s sole election by Notice to Tenant given within sixty (6030) days after Tenant’s Notice the mailing by Landlord of a written notice to Tenant that the premises have been so taken and the Basic Rent, Additional Rent, and Supplemental Rent and all of the deficiency, sums and charges in this Sublease provided to be paid by Tenant shall be apportioned and paid to the date of such termination. If Tenant shall not elect to make available terminate, this Sublease shall continue for application the balance of its term as to the cost part of repair or restoration the amount of such deficiencydemised premises remaining with no adjustment in rents payable hereunder; provided, however, in such event, upon any disbursement that if the taking shall render the Improvement unusable by Landlord thereof, Tenant for the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to the affected Property and the entire Award shall be allocated as purposes set forth in Section 11.5. Subject to the terms Article 5 hereof, Landlord the Supplemental Rent shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordxxxxx."

Partial Condemnation. In the event of a Condemnation of less than the whole of any Property the Premises such that such Property the Premises is still suitable for its the Permitted UseUses, Tenant shall, to the extent of the Award and any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements not affected by the Condemnation so that such Leased the remaining Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as such Leased Improvements existing immediately prior to such Condemnation, in material compliance with all Legal Requirementsto the extent permitted by applicable Laws, subject to the remaining provisions of this Section 11.27.3. If the cost of the repair or restoration of the affected Property Improvements exceeds the amount of the Award, Tenant shall give Landlord Notice notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this AgreementTenant). In the event Tenant shall elect not to pay and assume the amount of such deficiency, Landlord shall have the right (but not the obligation), exercisable at Landlord’s sole election by Notice notice to Tenant given within sixty (60) days Days after Tenant’s Notice notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiency; provided, however, in such event, upon any disbursement by Landlord thereof, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). In the event that neither Landlord nor Tenant shall elect to make such deficiency available for restoration, then, subject to the provisions of Section 4.5 above, either Landlord or Tenant may terminate this Agreement with respect to the affected Property Lease and the entire Award shall be allocated as set forth in Section 11.57.6. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award necessary to complete such repair or restoration, together with severance and other damages awarded for the taken Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during the restoration period so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (ai) the absence of any Event of Default, (bii) its Landlord’s approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (ciii) general contractors’ estimatesestimates and architect’s certificates of full or partial completion reasonably acceptable to Landlord, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (ev) evidence of approval by all governmental authorities and other regulatory bodies Governmental Authorities whose approval is required, (f), vi) if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and Landlord, (gvii) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord require and (yviii) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release collection of the Award by Landlord. In the applicable Facility event that any First Leasehold Mortgage shall require that such Award or portion thereof (as the case may be) be held by the First Leasehold Mortgagee or a depository designated in accordance with the provisions of the First Leasehold Mortgage, Landlord shall cooperate with Tenant in effecting the parties’ compliance with the requirements of the First Leasehold Mortgage, and shall pay over to Landlordthe First Leasehold Mortgagee or such depository the portion of the Award necessary for such restoration for their disposition thereof in accordance with the provisions of the First Leasehold Mortgage.

Partial Condemnation. In the event of If only a Condemnation of less than the whole of any Property such that such Property is still suitable for its Permitted Use, Tenant shall, to the extent part of the Award and Leased Premises is taken by any additional amounts disbursed by Landlord as hereinafter provided, commence (or cause to be commenced) promptly and continue diligently to restore (or cause to be restored) the untaken portion of the applicable Leased Improvements so that such Leased Improvements shall constitute a complete architectural unit of the same general character and condition (as nearly as may be possible public authority under the circumstances) as such Leased Improvements existing immediately prior to such Condemnationpower of eminent domain, in material compliance with all Legal Requirements, subject to the provisions of this Section 11.2. If the cost of the repair or restoration of the affected Property exceeds the amount of the Award, Tenant shall give Landlord Notice thereof which notice shall set forth in reasonable detail the nature of such deficiency and whether Tenant shall pay and assume the amount of such deficiency (Tenant having no obligation to do so, except that if Tenant shall elect to make such funds available, the same shall become an irrevocable obligation of Tenant pursuant to this Agreement). In the event Tenant shall elect not to pay and assume the amount of such deficiencythen, Landlord shall have the right may (but not the obligation)i) immediately terminate this Lease, exercisable at Landlord’s sole election by Notice or (ii) permit this Lease to Tenant given within sixty (60) days after Tenant’s Notice of the deficiency, to elect to make available for application to the cost of repair or restoration the amount of such deficiencyremain in full force and effect; provided, however, that from and after the date possession is actually delivered to such public authority, the Base Rent shall be reduced in the proportion which the building floor area of the part of the Leased Premises so taken bears to the total floor area of the building immediately prior to such condemnation. Notwithstanding the foregoing, if more than twenty five percent (25%) by useable floor area of the building or value of the Leased Premises is taken under Eminent Domain, and Landlord decides not to terminate this Lease or relocate Tenant as provided above, then, in such event, upon any disbursement Tenant shall have the right to terminate this Lease and declare the same null and void, by written notice of such intention to Landlord thereof, on or before the Minimum Rent shall be adjusted as provided in Section 3.1.1(c)actual date of such taking. In the event that neither Landlord nor Tenant party exercises said right of termination, the Lease Term shall elect to make such deficiency available for restoration, either Landlord or Tenant may terminate this Agreement with respect to cease only on the affected Property and the entire Award shall be allocated as set forth in Section 11.5. Subject to the terms hereof, Landlord shall contribute to the cost of restoration that part of the Award Leased Premises so taken as of the day possession is actually delivered to such public authority and Tenant shall pay Base Rent and Additional Rent up to that day, with appropriate refund by Landlord of such rent as may have been paid in advance for a period subsequent to the date of the taking, and thereafter all the terms herein provided shall continue in effect, except that the Base Rent shall be reduced in proportion to the amount of the Leased Premises taken and Landlord shall make all the necessary repairs or alterations to complete such repair or restoration, together with severance and other damages awarded for the taken remaining Leased Improvements and any deficiency Landlord has agreed to disburse, to Tenant regularly during Premises and/or the restoration period building wherein same are located so as to permit payment for the cost of such repair or restoration. Landlord may, at its option, condition advancement of such Award and other amounts on (a) the absence of any Event of Default, (b) its approval of plans and specifications of an architect satisfactory to Landlord (which approval shall not be unreasonably withheld, delayed or conditioned), (c) general contractors’ estimates, (iv) architect’s certificates, (d) conditional lien waivers of general contractors, if available, (e) evidence of approval by all governmental authorities and other regulatory bodies whose approval is required, (f), if Tenant has elected to advance deficiency funds pursuant to the preceding paragraph, Tenant depositing the amount thereof with Landlord and (g) such other certificates as Landlord may, from time to time, reasonably require. Landlord’s obligation under this Section 11.2 to disburse the Award and such other amounts shall be subject to (x) the collection thereof by Landlord and (y) the satisfaction of any applicable requirements of any Facility Mortgage, and the release of such Award by the applicable Facility Mortgagee. Tenant’s obligation to restore the Leased Property shall be subject to the release of the Award by the applicable Facility Mortgagee to Landlordcreate a complete architectural unit.