Common use of Substantial Taking Clause in Contracts

Substantial Taking. If more than twenty percent (20%) of the floor area of the Premises should be taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain or by private purchase in lieu thereof, this Lease shall terminate and the Rent (excluding Rent accruing with respect to the period prior to the date of such termination) shall be abated during the unexpired portion of this Lease, effective on the date physical possession is taken by the condemning authority. If less than twenty percent (20%) of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If any part of the Common Area shall be taken as aforesaid, this Lease shall not terminate, nor shall the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall be less than fifty percent (50%) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty (30) days after the date physical possession is taken by the condemning authority. All compensation awarded for any taking for public purposes, whether permanent or temporary (or the proceeds of private sale in lieu thereof), of the Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business, relocation expenses and/or for the taking of Tenant’s fixtures and other personal property of Tenant if a separate award for such items is made to Tenant and does not diminish the award payable to Landlord. Tenant shall in no event be entitled to any award made for the value of the unexpired Term of this Lease.

Substantial Taking. If more than twenty percent (20%a) Upon a Substantial Taking of any Hotel, Tenant shall have the floor area of the Premises should be taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain or by private purchase in lieu thereof, this Lease shall terminate and the Rent (excluding Rent accruing with respect to the period prior to the date of such termination) shall be abated during the unexpired portion of this Lease, effective on the date physical possession is taken by the condemning authority. If less than twenty percent (20%) of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If any part of the Common Area shall be taken as aforesaid, this Lease shall not terminate, nor shall the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall be less than fifty percent (50%) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease with respect to such Hotel by so notifying Landlord not later than the date which is sixty (60) days after the occurrence of such Substantial Taking. If Tenant elects to exercise the right described in accordance the preceding sentence, it shall, simultaneously with this provision shall be evidenced by written notice its delivery of termination delivered its Notice of termination, deliver to Landlord its irrevocable offer to purchase such Hotel for an amount equal to the other party Fair Market Value thereof. (b) Landlord may reject or accept Tenant's irrevocable offer to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance within thirty (30) days after from the date physical possession is taken by the condemning authorityupon which Landlord received Tenant's Notice of termination. All compensation awarded for any taking for public purposes, whether permanent If Landlord fails to send Tenant a Notice of rejection or temporary acceptance within thirty (or the proceeds 30) days of private sale in lieu thereof), its receipt of the Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any Tenant's irrevocable offer to Purchase such award to Landlord; provided, howeverHotel, Landlord shall be deemed to have no rejected such offer. If Landlord accepts Tenant's offer to purchase, this Lease shall terminate with respect to such Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase. Upon such termination, Tenant shall pay Landlord all Rent due with respect to such Hotel through such date in addition to the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in any award made condemnation proceeds payable and shall deliver to Tenant for loss any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Substantial Taking, and Landlord shall convey such Hotel to Tenant in accordance with the provisions of businessArticle XXI. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 15.5(a), relocation expenses and/or for this Lease shall terminate with respect to the taking affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant’s fixtures 's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless and other personal property of Tenant if a separate award for such items is made to Tenant and does not diminish the award payable to Landlord. until Tenant shall in no event be entitled to any award made for the value have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) as of the unexpired Term actual date of this Leasetermination. Upon such termination, all condemnation proceeds shall be delivered to Landlord and Tenant shall vacate such Hotel in accordance with the provisions of Section 3.4.

Substantial Taking. (a) If more than twenty percent (20%) of the floor area all or substantially all of the Premises should shall be taken for any public or quasi-public purposes, and if Tenant determines that such event has rendered the Premises unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant’s business, then Tenant, in lieu of rebuilding as contemplated by paragraph 13(a) with respect to such a taking prior to the Premises Conversion Date, shall, not later than ninety (90) days after such occurrence (including a final determination of the condemnation award associated therewith), deliver to Landlord (i) notice of its intention to terminate this Lease on a date occurring not more than 180 days nor less than 90 days after such notice (the “Termination Date”), (ii) a certificate by the president or a vice president of Tenant describing the event giving rise to such termination, stating that such event has rendered the Premises unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant’s business and that such termination will not violate any operating agreement or covenant then in effect, and (iii) an assignment to Lender and Mortgagee, as their interests may appear, of all of Tenant’s right, title and interest (if any) in any condemnation proceedings for the taking of the Premises; provided, however, that Tenant shall retain all of its right, title and interest, if any, under any governmental applicable law, ordinance for the taking of Tenant’s Trade Fixtures, business relocation and business loss, so long as the same do not diminish the amount of any condemnation proceeds payable to or regulation recoverable by Landlord or by right Mortgagee. Upon delivery of eminent domain or by private purchase in lieu thereofsuch notice, this Lease shall terminate and on the Rent (excluding Rent accruing with respect Termination Date, except for any obligations or liabilities which have accrued prior to the period prior Termination Date or that survive the expiration or termination of this Lease. (b) If, at any time from and after the Premises Conversion Date, any part of the Building is taken for public or quasi-public purposes, then Landlord shall have the right to terminate this Lease (even if Landlord’s entire interest in the Premises may have been divested) by giving notice of Landlord’s election so to do within ninety (90) days after the effective date of such taking, whereupon this Lease shall terminate thirty (30) days after the date of such termination) shall be abated during notice with the unexpired portion of this Lease, effective on same force and effect as if such date were the date physical possession is taken by originally established as the condemning authorityexpiration date hereof. If less than twenty percent (20%) of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired portion of be terminated pursuant to paragraph 14(a) or this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial takingparagraph 14(b), Landlord shall make all thereafter use due diligence to restore the Building (excluding any alterations made by Tenant and any Tenant’s Trade Fixtures) to the extent necessary repairs or alterations within to allow for Tenant’s use and occupation (to the scope of extent practicable), provided that Landlord’s Work as described in Exhibit C necessary obligation shall be limited to make the Premises an architectural whole. If any part amount of the Common Area shall be taken as aforesaidcondemnation award available therefor. If, this Lease for any reason, such restoration shall not terminate, nor shall be substantially completed within six (6) months after the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area expiration of the Common Area remaining following 90-day period referred to above in this paragraph 14(b) (which six-month period may be extended for such taking plus periods of time as Landlord is prevented from proceeding with or completing such restoration for any additional parking area provided by Landlord in cause beyond Landlord's reasonable proximity to control), Tenant shall have the Property shall be less than fifty percent (50%) of the area of the Common Area immediately prior to the taking. Any election right to terminate this Lease in accordance with this provision shall be evidenced by written giving notice of termination delivered to the other party Landlord thereof within thirty (30) days after the date physical possession expiration of such period (as so extended) provided that such restoration is taken not completed within such period. This Lease shall cease and come to an end without further liability or obligation on the part of either party thirty (30) days after such giving of notice by the condemning authority. All compensation awarded Tenant (except for any taking obligations or liabilities which have accrued prior to such termination date or that survive the expiration or termination of this Lease) unless, within such 30-day period, Landlord substantially completes such restoration. Such right of termination shall be Tenant's sole and exclusive remedy at law or in equity for public purposesLandlord's failure so to complete such restoration, whether permanent or temporary (or the proceeds of private sale in lieu thereof), and time shall be of the Premises or Common Area essence with respect thereto. Landlord shall be the property of Landlordhave and hereby reserves and excepts, and Tenant hereby grants and assigns its interest in any such award to Landlord, all rights to recover for damages to the Premises and the leasehold interest hereby created, and to compensation accrued or hereafter to accrue by reason of such taking, damage or destruction, and by way of confirming the foregoing, Tenant hereby grants and assigns, and covenants with Landlord to grant and assign to Landlord, all rights to such damages or compensation, and covenants to deliver such further assignments and assurances thereof as Landlord may from time to time request, and Tenant hereby irrevocably appoints Landlord its attorney-in-fact to execute and deliver in Tenant's name all such assignments and assurances; provided, however, Landlord that Tenant shall have no interest in any award made to Tenant for loss retain all of businessits right, relocation expenses and/or title and interest, if any, under applicable law, for the taking of Tenant’s fixtures Trade Fixtures, business relocation and other personal property of Tenant if a separate award for such items is made to Tenant and does business loss, so long as the same do not diminish the award amount of any condemnation proceeds payable to Landlord. Tenant shall in no event be entitled to any award made for the value of the unexpired Term of this Leaseor recoverable by Landlord or Mortgagee.

Substantial Taking. (a) If more than twenty percent (20%) at any time during the Term of this Lease there shall be a Taking of the floor area whole or substantially all of the Premises should be taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain or by private purchase in lieu thereofPremises, this Lease shall terminate and expire on the Rent earlier of (excluding Rent accruing with respect i) the date upon which the condemning authority takes possession of the real estate subject to the period prior Taking; or (ii) the date title to the real estate is vested in the condemning authority. Rent hereunder shall be paid to the date of such termination) Taking. For the purpose of this Article, “substantially all of the Premises” shall be abated during deemed to have been taken if the unexpired portion untaken part of the Premises shall be insufficient for the restoration of the Initial Improvements, if any, such as to allow the economic and feasible operation thereof by Tenant, as determined by Landlord in Landlord’s reasonable discretion. Tenant’s interest in any Taking award will equal the value to Tenant of the remaining Term of this Lease, effective the value to Tenant of the use and enjoyment of the Improvements, if any, and Tenant’s relocation expenses insofar as relocation expenses are paid by the Taking authority (collectively, the “Tenant’s Share”). Landlord’s interest in any Taking will equal the value of its fee interest plus the remaining interest in the Improvements (the “Landlord’s Share”). All awards from the Taking will be divided between Tenant and Landlord in the proportion that Tenant’s Share bears to Landlord’s Share. Notwithstanding the foregoing, however, if the Tenant has constructed the Improvements, Landlord shall not share in any Taking award with respect to the Improvements unless and until the unpaid balance of the Permitted Institutional Mortgage (as defined in Section 12.3 below) on the date physical possession Premises, if any, is taken by the condemning authority. If less than twenty percent paid in full, all such Taking proceeds being used first to pay off and discharge such Permitted Institutional Mortgage. (20%b) of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired portion No such termination of this Lease under this Article 10 shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs release Tenant from any obligation hereunder for Rent accrued or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If payable for or during any part of the Common Area shall be taken as aforesaid, this Lease shall not terminate, nor shall the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall be less than fifty percent (50%) of the area of the Common Area immediately period prior to the taking. Any election to terminate this Lease in accordance with this provision effective date of such termination, and any prepaid rent and insurance premiums beyond the effective date of such termination shall be evidenced by written notice of termination delivered to the other party within thirty (30) days after the date physical possession is taken by the condemning authority. All compensation awarded for any taking for public purposes, whether permanent or temporary (or the proceeds of private sale in lieu thereof), of the Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business, relocation expenses and/or for the taking of Tenant’s fixtures and other personal property of Tenant if a separate award for such items is made to Tenant and does not diminish the award payable to Landlord. Tenant shall in no event be entitled to any award made for the value of the unexpired Term of this Leaseadjusted.

Substantial Taking. If more than twenty percent (20%) an entire Site or a substantial part of the floor area of the Premises should a Site, or access thereto, shall be taken or condemned by any competent authority for any public or quasi-public use or purpose, or, as a result of such taking, the use of such Site shall be materially adversely affected, the Term of this Lease (with respect to such affected Site only) shall end upon and not before the date when the possession of the part so taken shall be required for such use and, except as otherwise provided herein, without apportionment of the award to or for the benefit of Tenant. If this Lease is terminated with respect to any Site pursuant to this Paragraph 11, Fixed Rent at the then-current rate shall be apportioned as of the date of the termination in the notice. Landlord shall be entitled to receive the entire award or payment in connection therewith, except that Tenant shall have the right to file any claim available to Tenant under applicable Law for any governmental lawtaking of leasehold improvements paid for by Tenant and any Tenant's personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Term and for moving expenses, ordinance provided that such separate award shall not reduce the award or regulation judgment recoverable by Landlord. If the temporary use or occupancy of all or any part of any Site shall be taken by right of eminent domain or by private purchase in lieu thereofcondemnation during the Term, this Lease shall terminate be and remain unaffected by such condemnation, and Tenant shall continue to pay in full the Rent (excluding Rent accruing with respect to payable hereunder. In the period prior to the date event of any such termination) shall be abated during the unexpired portion temporary taking for use or occupancy of this Lease, effective on the date physical possession is taken by the condemning authority. If less than twenty percent (20%) of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If any part of the Common Area such Site, Tenant shall be taken as aforesaidentitled to appear, this Lease shall not terminateclaim, nor shall prove and receive the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area portion of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall be less than fifty percent (50%) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty (30) days after the date physical possession is taken by the condemning authority. All compensation awarded for any taking for public purposes, whether permanent or temporary (or the proceeds of private sale in lieu thereof), of the Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business, relocation expenses and/or for the taking of Tenant’s fixtures and other personal property of Tenant if a separate award for such items is made to Tenant taking that represents compensation for use or occupancy of such Site during the period of such temporary taking and does not diminish the award payable to Landlord. Tenant Landlord shall in no event be entitled to any award made for appear, claim, prove and receive the value portion of the unexpired Term award that represents the costs of this Leaserestoration of such Site and the use or occupancy of such Site after the end of the period of such temporary taking.

Substantial Taking. If more than twenty percent (20%) of the floor area of the Premises should be taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain or by private purchase in lieu thereof, this Lease shall terminate and the Rent (excluding Rent accruing with respect to the period prior to the date of such termination) shall be abated during the unexpired un-expired portion of this Lease, effective on the date physical possession is taken by the condemning authority. If less than twenty percent (20%) of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired un-expired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If any part of the Common Area shall be taken as aforesaid, this Lease shall not terminate, nor shall the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall be less than fifty percent (50%) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty (30) days after the date physical possession is taken by the condemning authority. All compensation awarded for any taking for public purposes, whether permanent or temporary (or the proceeds of private sale in lieu thereof), of the Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business, relocation expenses and/or for the taking of Tenant’s fixtures and other personal property of Tenant if a separate award for such items is made to Tenant and does not diminish the award payable to Landlord. Tenant shall in no event be entitled to any award made for the value of the unexpired Term of this Lease.

Substantial Taking. If there is (a) a Taking of more than twenty percent (20%) 25% of the floor area improvements in the Residential Building, (b) a Taking that results in the loss of more than 25% of the Premises should be taken parking spaces for which Tenant has parking rights, (c) a Taking that results in material impairment of access to, parking facilities benefiting, or any public material service(s) necessary or quasi-public use under any governmental law, ordinance appropriate for economic operation of the Private Facilities or regulation or by right of eminent domain or by private purchase in lieu a portion thereof, this (d) a Taking that would require restoration reasonably estimated by Tenant to cost in excess of two times the then- current aggregate Market Value of the Landlord’s Estate and the Leasehold Estate;e; (e) a Taking following which the Private Facilities cannot reasonably be operated in a manner substantially consistent with past practice or on a scale that is smaller but nevertheless profitable (after taking into account the payment of all expenses as adjusted after the Taking) (each, a “Substantial Taking”), then, at Tenant’s option, the Lease Term shall cease and the Lease shall terminate and the Rent (excluding Rent accruing with respect to the period prior to on the date of such terminationthe Taking. The Award for a Substantial Taking (other than a Temporary Taking that involves a Substantial Taking, which is addressed below) shall be abated during the unexpired portion of this Lease, effective on the date physical possession is taken by allocated as follows: (i) Landlord shall be entitled to claim and recover from the condemning authority. If less than twenty percent (20%) of authority the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope Value of Landlord’s Work as described in Exhibit C necessary Estate; (ii) Tenant shall be entitled to make claim and recover from the Premises condemning authority an architectural whole. If any part amount equal to the Value of the Common Area Leasehold Estate; and (iii) except as otherwise set forth herein the balance of the Award, if any, shall be taken as aforesaidpaid on a pari passu (i.e., this Lease shall not terminate, nor shall share and share alike) basis to Landlord and Tenant. Notwithstanding the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord foregoing and subject in reasonable proximity all events to the Property shall be less than fifty percent (50%) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty (30) days after the date physical possession is taken by the condemning authority. All compensation awarded for any taking for public purposes, whether permanent or temporary (or the proceeds of private sale in lieu thereof), of the Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business, relocation expenses and/or for the taking terms of Tenant’s fixtures and other personal property of Tenant if a separate award for such items is made to Tenant and does not diminish the award payable to Landlord. Leasehold Mortgage, Tenant shall in no event be entitled to any award made for the value 100% of an Award granted on account of the unexpired Term loss of this Leasethe Leasehold Interest and Landlord shall be entitled to 100% of an Award granted on account of the loss of the Landlord’s Estate, subject to the terms of any Fee Mortgage.

Substantial Taking. If more than twenty percent If, after the Commencement Date and before the termination of this Lease: (20%i) any portion of the floor area Leased Premises Is taken by eminent domain or conveyed in lieu thereof; or (ii) as a result of a taking by eminent domain or the Premises should be taken for action of any public or quasi-public use under authority or a conveyance in lieu thereof, the means of ingress or egress to and from the Buildings is so permanently altered as to materially and adversely affect the flow of traffic in, to, from or about the Buildings (collectively, a "Substantial Taking") then, in any of the foregoing events, the Lease Term shall cease and terminate as of the day possession shall be required by the acting governmental lawor quasi-governmental authority (the "Date of Taking"). Tenant shall pay Monthly Base Rent, ordinance or regulation or by right and other payments up to the Date of Taking, and Landlord shall refund such Monthly Base Rent, and other payments as shall have been paid in advance and which cover a period subsequent to the Date of Taking. In the event that the exercise of eminent domain or conveyance in lieu there or the alteration of ingress to and egress from the Buildings does not constitute a Substantial Taking, then this Lease will not terminate, and Landlord shall, to the extent reasonably feasible, restore the Buildings, the Leased Premises and Common Area so as to constitute, as nearly as possible, a complete architectural unit. During the course of such restoration, there shall be a fair and equitable abatement of all Monthly Base Rent and other charges to the extent (and only to the extent) that Tenant is required to close down or xxxxx its business operations until restoration has been completed. After Landlord has completed the restoration, if any abatement in Monthly Base Rent, or other charges has been permitted, then the Monthly Base Rent, and other charges in the same amount as before will resume. Such payments will be reduced only if there has been a reduction in the size of the Leased Premises and then only in proportion to the reduction in size. Without limiting the foregoing, if thirty percent (30%) or more of the Rentable Area in the Buildings is taken by private purchase eminent domain or conveyed in lieu thereof, this Lease shall terminate and the Rent (excluding Rent accruing with respect to the period prior to the date of such termination) shall be abated during the unexpired portion of this Lease, effective on the date physical possession is taken by the condemning authority. If less than twenty percent (20%) of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, then Landlord shall make all necessary repairs or alterations within have the scope of Landlord’s Work as described in Exhibit C necessary to make right arid option (but not the Premises an architectural whole. If any part of the Common Area shall be taken as aforesaid, this Lease shall not terminate, nor shall the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall be less than fifty percent (50%obligation) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease in accordance with this provision shall be evidenced by giving written notice of termination delivered to the other party within Tenant, on or before thirty (30) days after the date physical possession is taken by the condemning authority. All compensation awarded for any taking for public purposes, whether permanent or temporary (or the proceeds Date of private sale in lieu thereof), of the Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business, relocation expenses and/or for the taking of Tenant’s fixtures and other personal property of Tenant if a separate award for such items is made to Tenant and does not diminish the award payable to Landlord. Tenant shall in no event be entitled to any award made for the value of the unexpired Term of this LeaseTaking.

Substantial Taking. If more than twenty percent (20%) an entire Site or a substantial part of the floor area of the Premises should a Site, or access thereto, shall be taken or condemned by any competent authority for any public or quasi-public use or purpose, or, as a result of such taking, the use of such Site shall be materially adversely affected, the Term of this Lease (with respect to such affected Site only) shall end upon and not before the date when the possession of the part so taken shall be required for such use and, except as otherwise provided herein, without apportionment of the award to or for the benefit of Tenant. If this Lease is terminated with respect to any Site pursuant to this Article, Fixed Rent at the then-current rate shall be apportioned as of the date of the termination in the notice. Landlord shall be entitled to receive the entire award or payment in connection therewith, except that Tenant shall have the right to file any claim available to Tenant under applicable Law for any governmental lawtaking of leasehold improvements paid for by Tenant and any Tenant's personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Term and for moving expenses, ordinance provided that such separate award shall not reduce the award or regulation judgment recoverable by Landlord. If the temporary use or occupancy of all or any part of any Site shall be taken by right of eminent domain or by private purchase in lieu thereofcondemnation during the Term, this Lease shall terminate be and remain unaffected by such condemnation, and Tenant shall continue to pay in full the Rent (excluding Rent accruing with respect to payable hereunder. In the period prior to the date event of any such termination) shall be abated during the unexpired portion temporary taking for use or occupancy of this Lease, effective on the date physical possession is taken by the condemning authority. If less than twenty percent (20%) of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If any part of the Common Area such Site, Tenant shall be taken as aforesaidentitled to appear, this Lease shall not terminateclaim, nor shall prove and receive the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area portion of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall be less than fifty percent (50%) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty (30) days after the date physical possession is taken by the condemning authority. All compensation awarded for any taking for public purposes, whether permanent or temporary (or the proceeds of private sale in lieu thereof), of the Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business, relocation expenses and/or for the taking of Tenant’s fixtures and other personal property of Tenant if a separate award for such items is made to Tenant taking that represents compensation for use or occupancy of such Site during the period of such temporary taking and does not diminish the award payable to Landlord. Tenant Landlord shall in no event be entitled to any award made for appear, claim, prove and receive the value portion of the unexpired Term award that represents the costs of this Leaserestoration of such Site and the use or occupancy of such Site after the end of the period of such temporary taking.

Substantial Taking. If more than twenty percent (20%) an entire Site or a substantial part of the floor area of the Premises should a Site, or access thereto, shall be taken or condemned by any competent authority for any public or quasi-public use or purpose, or, as a result of such taking, the use of such Site shall be materially adversely affected, the Term of this Lease (with respect to such affected Site only) shall end upon and not before the date when the possession of the part so taken shall be required for such use and, except as otherwise provided herein, without any modification or adjustment of Rent in connection therewith. Landlord shall be entitled to receive the entire award or payment in connection therewith, except that Tenant shall have the right to file any claim available to Tenant under applicable Law for any governmental lawtaking of leasehold improvements paid for by Tenant and any Tenant’s personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Term and for moving expenses, ordinance provided that such separate award shall not reduce the award or regulation judgment recoverable by Landlord; provided, further, that Landlord shall be permitted, at its sole discretion, to apportion a portion of any award received to Tenant as consideration for losses suffered by Txxxxx as a result of a taking. In the event that an entire Site is taken, Landlord shall have the option, at its sole discretion, of designating a replacement Site which shall replace the taken Site, in every instance, in this Lease. In the event that Landlord designates a replacement Site subsequent to a taking of an entire Site, the value of such replacement Site shall be taken into consideration in determining the portion of any award apportioned to Tenant by Landlord in consequence of such taking (as provided for herein). Notwithstanding the foregoing, if Tenant is required by applicable law to provide a replacement Site for Members, Landlord shall use proceeds from the taking to purchase a replacement Site that satisfies the applicable Legal Requirements. If the temporary use or occupancy of all or any part of any Site shall be taken by right of eminent domain or by private purchase in lieu thereofcondemnation during the Term, this Lease shall terminate be and remain unaffected by such condemnation, and Tenant shall continue to pay in full the Rent (excluding Rent accruing with respect to payable hereunder. In the period prior to the date event of any such termination) shall be abated during the unexpired portion temporary taking for use or occupancy of this Lease, effective on the date physical possession is taken by the condemning authority. If less than twenty percent (20%) of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If any part of the Common Area such Site, Tenant shall be taken as aforesaidentitled to appear, this Lease shall not terminateclaim, nor shall prove and receive the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area portion of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall be less than fifty percent (50%) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty (30) days after the date physical possession is taken by the condemning authority. All compensation awarded for any taking for public purposes, whether permanent or temporary (or the proceeds of private sale in lieu thereof), of the Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business, relocation expenses and/or for the taking of Tenant’s fixtures and other personal property of Tenant if a separate award for such items is made to Tenant taking that represents compensation for use or occupancy of such Site during the period of such temporary taking and does not diminish the award payable to Landlord. Tenant Landlord shall in no event be entitled to any award made for appear, claim, prove and receive the value portion of the unexpired Term award that represents the costs of this Leaserestoration of such Site and the use or occupancy of such Site after the end of the period of such temporary taking.

Substantial Taking. If more than twenty percent (20%) A. In the event of a Substantial Taking, Tenant shall have the floor area of the Premises should be taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain or by private purchase in lieu thereof, this Lease shall terminate and the Rent (excluding Rent accruing with respect to the period prior to the date of such termination) shall be abated during the unexpired portion of this Lease, effective on the date physical possession is taken by the condemning authority. If less than twenty percent (20%) of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If any part of the Common Area shall be taken as aforesaid, this Lease shall not terminate, nor shall the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall be less than fifty percent (50%) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease by so notifying Landlord not later than the date which is sixty (60) days after the occurrence of such Substantial Taking. If Tenant elects to exercise the right described in accordance the preceding sentence, it shall, simultaneously with this provision shall be evidenced by written notice its delivery of termination delivered its Notice of termination, deliver to Landlord its irrevocable offer to purchase the Premises for an amount equal to the other party Lease Purchase Price. B. Landlord may reject or accept Tenant's irrevocable offer to purchase the Premise by sending Tenant a Notice of such rejection or acceptance within thirty (30) days after from the date physical possession is taken by upon which Landlord received Tenant's Notice of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to Purchase the condemning authority. All compensation awarded for any taking for public purposes, whether permanent or temporary (or the proceeds of private sale in lieu thereof), of the Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, howeverPremises, Landlord shall be deemed to have no accepted such offer. If Landlord accepts or is deemed to have accepted Tenant's offer to purchase, the Lease shall terminate on a Minimum Rental payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase. Upon such termination, Tenant shall pay Landlord all Rental due through such date and Landlord and the Insurance Trustee shall assign all their right, title and interest in condemnation proceeds payable and shall deliver any award made condemnation proceeds previously paid to, and then held by, the Insurance Trustee with respect to Tenant for loss of business, relocation expenses and/or for the taking of Tenant’s fixtures and other personal property of Tenant if a separate award for such items is made Substantial Taking to Tenant and does Landlord shall convey the Premises to Tenant in accordance with the provisions of Section 21.01. C. If Landlord rejects Tenant's irrevocable offer to purchase pursuant to Section 15.05A, this Lease shall terminate on a Minimum Rental payment date specified by Tenant in its Notice of termination which occurs not diminish the award payable earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to Landlord. purchase, provided that this Lease shall not terminate unless and until Tenant shall in no event be entitled to any award made for the value have paid all sums due hereunder (including, without limitation, all taxes and insurance premium) as of the unexpired Term actual date of this Leasetermination. Upon such termination, all condemnation proceeds shall be delivered to Landlord and Tenant shall vacate the Premises in accordance with the provisions of Section 3.04.

Substantial Taking. If more than twenty percent If, after the Commencement Date and before the termination of this Lease: (20%i) any portion of the floor area Leased Premises is taken by eminent domain or conveyed in lieu thereof; or (ii) as a result of a taking by eminent domain or the Premises should be taken for action of any public or quasi-public use under any governmental law, ordinance authority or regulation or by right of eminent domain or by private purchase a conveyance in lieu thereof, this the means of ingress or egress to and from the Building is so permanently altered as to materially and adversely affect the flow of traffic in, to, from or about the Building; then, in any of the foregoing events, the Lease shall Term shall, at the option of Tenant, cease and terminate and as of the Rent (excluding Rent accruing with respect to the period prior to the date of such termination) day possession shall be abated during the unexpired portion of this Lease, effective on the date physical possession is taken by the condemning authorityacting governmental or quasi-governmental authority (the "Date of Taking"). If less than twenty percent (20%) of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired portion of this Lease Such option to terminate shall be reduced in proportion to the area taken, effective on the date physical possession is taken exercisable by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If any part of the Common Area shall be taken as aforesaid, this Lease shall not terminate, nor shall the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall be less than fifty percent (50%) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease in accordance with this provision shall be evidenced by giving written notice of termination delivered to the other party within Landlord on or before thirty (30) days after the Date of Taking, which notice shall provide for a termination date physical possession (the "Termination Date") not later than ninety (90) days after the Date of Taking and Tenant shall pay Rent up to the Termination Date, and Landlord shall refund such Annual Gross Rent and other payments as shall have been paid in advance and which cover a period subsequent to the Termination Date. In the event Tenant does not terminate this Lease, Landlord shall promptly and diligently restore the Building and the Leased Premises and the Building and Common Areas to as near to their condition prior to such taking or conveyance as is reasonably possible, and, during the course of such restoration, there shall be a fair and equitable abatement of all Annual Gross Rent and other charges, taking into account the extent to which Tenant shall be required to close down all or a portion of its operations until restoration has been completed; and, after such restoration, there shall be fair and equitable abatement of Annual Gross Rent and other charges on a permanent basis, taking into account the reduction in the size of the Leased Premises, reduction in Common Areas, and the like. If fifty percent (50%) or more of the rentable area in the Building is taken by the condemning authority. All compensation awarded for any taking for public purposes, whether permanent eminent domain or temporary (or the proceeds of private sale conveyed in lieu thereof), of the Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, then Landlord shall have no interest in any award made the right to terminate this Lease by giving written notice to Tenant on or before thirty (30) days after the Date of Taking; provided that Landlord also terminates all Leases for loss of business, relocation expenses and/or for premises within the taking of Tenant’s fixtures and other personal property of Tenant if a separate award for such items is made to Tenant and does not diminish the award payable to Landlord. Tenant shall in no event be entitled to any award made for the value of the unexpired Term of this LeaseBuilding.

Substantial Taking. If more than twenty percent (20%a) all or substantially all of the floor area of the Premises should any Site shall be taken for any public or quasi-public purposes, and (b) Tenant determines that such event has rendered the Site unavailable for use under any governmental lawor unsuitable for restoration for continued use and occupancy in Tenant’s business, ordinance or regulation or by then Tenant shall have the right of eminent domain or by private purchase in lieu thereof(i) to continue to pay Rent, whereupon this Lease shall terminate remain in full force and effect and the condemnation proceeds will be apportioned between Landlord and Tenant (with Tenant’s portion being applied to reduce Rent (excluding and any balance thereof, if any, due Tenant not applied to reduce Rent accruing with respect to the period prior to the date of such termination) shall be abated during paid to Landlord) based upon the unexpired portion fair market value of the Site as encumbered by this Lease for the then remaining Lease Term compared with the fair market value of the Site as encumbered by this Lease, effective including the residual value of the Site after the then remaining Lease Term (which apportionment shall be agreed to by Landlord and Tenant based on the date physical possession is taken by foregoing and if Landlord and Tenant are unable to agree on such apportionment then the condemning authority. If less than twenty percent (20%) fair market values used in such apportionment shall be made in accordance with general procedures set forth on Exhibit H for resolving the fair market value of Rent during an Extension Term, with such determination instead being made of the floor area apportionment between Landlord and Tenant based upon the fair market value of the Premises should be taken Site as aforesaid, encumbered by this Lease shall not terminate; however, for the Base Rent payable hereunder during then remaining Lease Term compared with the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If any part fair market value of the Common Area shall be taken Site as aforesaidencumbered by this Lease, this Lease shall not terminate, nor shall including the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area residual value of the Common Area Site after the then remaining Lease Term, with each party selecting an appraiser and otherwise following the procedures set forth on Exhibit H) or (ii) at a time after such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall be less than fifty percent occurrence (50%) including a final determination of the area condemnation award associated therewith), to deliver to Landlord (i) notice of the Common Area immediately prior to the taking. Any election its intention to terminate this Lease solely with respect to that portion of the Premises constituting such taken Site on a date occurring not more than 180 calendar days nor less than 90 calendar days after such notice (the “Site Termination Date”), (ii) a certificate by the president or a vice president of Tenant describing the event giving rise to such termination, stating that such event has rendered such taken Site unavailable for use or unsuitable for restoration for continued use and occupancy in accordance with this provision shall be evidenced by written notice Tenant’s business and that such termination will not violate any operating agreement or covenant then in effect, and (iii) an irrevocable offer to purchase any remaining portion of termination delivered such taken Site and the related condemnation award at a price equal to the other party within Calculated Site Price for such Site. Landlord shall accept or reject such offer by notice given to Tenant not later than thirty (30) calendar days after receipt of Tenant’s notice, and if Landlord fails to act, it shall be deemed to have accepted the date physical possession offer. If Landlord shall have accepted such offer or is taken deemed to have accepted such offer, (1) on the Site Termination Date, Landlord shall convey by special or limited warranty deed to Tenant any remaining portion of the applicable Site in accordance with paragraph 29, along with the right to receive any related condemnation award to which Landlord is entitled, (2) this Lease shall no longer apply to such Site as of the Site Termination Date, except for liabilities which accrued prior thereto related to such condemned Site, (3) this Lease shall remain in full force and effect for the remaining Sites except that the Fixed Rent shall be reduced by the condemning authority. All compensation awarded for any taking for public purposes, whether permanent or temporary (or the proceeds of private sale in lieu thereof), amount of the Premises or Common Area Site percentage for such taken Site set forth on Exhibit E hereto, (4) Landlord and Tenant shall execute an amendment to this Lease confirming the foregoing, which amendment shall be the property prepared by or on behalf of Landlord, and (5) Tenant hereby assigns its interest shall pay the Calculated Site Price for such Site and all of Landlord’s costs and expenses (including attorney’s fees and expenses) related to all of the foregoing. If Landlord rejects such offer, as of the Site Termination Date, (1) this Lease shall no longer apply to such Site, except for liabilities which accrued prior thereto related to such condemned Site, (2) this Lease shall remain in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business, relocation expenses and/or full force and effect for the taking remaining Sites except that the Fixed Rent shall be reduced by the amount of Tenant’s fixtures and other personal property of Tenant if a separate award the Site percentage for such items is made to Tenant Site set forth on Exhibit E hereto, (3) Landlord and does not diminish the award payable to Landlord. Tenant shall in no event execute an amendment to this Lease confirming the foregoing and making appropriate adjustments to the Exhibits, which amendment shall be entitled prepared by or on behalf of Landlord, and (4) Tenant shall pay all of Landlord’s reasonable costs and expenses (including reasonable attorney’s fees and expenses) related to any award made for the value all of the unexpired Term of this Leaseforegoing.

Substantial Taking. If more than twenty percent (20%a) all or substantially all of the floor area of the Premises should any Site shall be taken for any public or quasi-public purposes, and (b) Tenant determines that such event has rendered the Site unavailable for use under any governmental lawor unsuitable for restoration for continued use and occupancy in Tenant’s business, ordinance or regulation or by then Tenant shall have the right of eminent domain or by private purchase in lieu thereof(i) to continue to pay Rent, whereupon this Lease shall terminate remain in full force and effect and the condemnation proceeds will be apportioned between Landlord and Tenant (with Tenant’s portion being applied to reduce Rent (excluding and any balance thereof, if any, due Tenant not applied to reduce Rent accruing with respect to the period prior to the date of such termination) shall be abated during paid to Landlord) based upon the unexpired portion fair market value of the Site as encumbered by this Lease for the then remaining Lease Term compared with the fair market value of the Site as encumbered by this Lease, effective including the residual value of the Site after the then remaining Lease Term (which apportionment shall be agreed to by Landlord and Tenant based on the date physical possession is taken by foregoing and if Landlord and Tenant are unable to agree on such apportionment then the condemning authority. If less than twenty percent (20%) fair market values used in such apportionment shall be made in accordance with general procedures set forth on Exhibit H for resolving the fair market value of Rent during an Extension Term, with such determination instead being made of the floor area apportionment between Landlord and Tenant based upon the fair market value of the Premises should be taken Site as aforesaid, encumbered by this Lease shall not terminate; however, for the Base Rent payable hereunder during then remaining Lease Term compared with the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If any part fair market value of the Common Area shall be taken Site as aforesaidencumbered by this Lease, this Lease shall not terminate, nor shall including the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area residual value of the Common Area Site after the then remaining Lease Term, with each party selecting an appraiser and otherwise following the procedures set forth on Exhibit H) or (ii) at a time after such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall be less than fifty percent occurrence (50%) including a final determination of the area condemnation award associated therewith), to deliver to Landlord (i) notice of the Common Area immediately prior to the taking. Any election its intention to terminate this Lease solely with respect to that portion of the Premises constituting such taken Site on a date occurring not more than 180 calendar days nor less than 90 calendar days after such notice (the “SiteTermination Date”), (ii) a certificate by the president or a vice president of Tenant describing the event giving rise to such termination, stating that such event has rendered such taken Site unavailable for use or unsuitable for restoration for continued use and occupancy in accordance with this provision shall be evidenced by written notice Tenant’s business and that such termination will not violate any operating agreement or covenant then in effect, and (iii) an irrevocable offer to purchase any remaining portion of termination delivered such taken Site and the related condemnation award at a price equal to the other party within Calculated Site Price for such Site. Landlord shall accept or reject such offer by notice given to Tenant not later than thirty (30) calendar days after receipt of Tenant’s notice, and if Landlord fails to act, it shall be deemed to have accepted the date physical possession offer. If Landlord shall have accepted such offer or is taken deemed to have accepted such offer, (1) on the Site Termination Date, Landlord shall convey by special or limited warranty deed to Tenant any remaining portion of the applicable Site in accordance with paragraph 29, along with the right to receive any related condemnation award to which Landlord is entitled, (2) this Lease shall no longer apply to such Site as of the Site Termination Date, except for liabilities which accrued prior thereto related to such condemned Site, (3) this Lease shall remain in full force and effect for the remaining Sites except that the Fixed Rent shall be reduced by the condemning authority. All compensation awarded for any taking for public purposes, whether permanent or temporary (or the proceeds of private sale in lieu thereof), amount of the Premises or Common Area Site percentage for such taken Site set forth on Exhibit E hereto, (4) Landlord and Tenant shall execute an amendment to this Lease confirming the foregoing, which amendment shall be the property prepared by or on behalf of Landlord, and (5) Tenant hereby assigns its interest shall pay the Calculated Site Price for such Site and all of Landlord’s costs and expenses (including attorney’s fees and expenses) related to all of the foregoing. If Landlord rejects such offer, as of the Site Termination Date, (1) this Lease shall no longer apply to such Site, except for liabilities which accrued prior thereto related to such condemned Site, (2) this Lease shall remain in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business, relocation expenses and/or full force and effect for the taking remaining Sites except that the Fixed Rent shall be reduced by the amount of Tenant’s fixtures and other personal property of Tenant if a separate award the Site percentage for such items is made to Tenant Site set forth on Exhibit E hereto, (3) Landlord and does not diminish the award payable to Landlord. Tenant shall in no event execute an amendment to this Lease confirming the foregoing and making appropriate adjustments to the Exhibits, which amendment shall be entitled prepared by or on behalf of Landlord, and (4) Tenant shall pay all of Landlord’s reasonable costs and expenses (including reasonable attorney’s fees and expenses) related to any award made for the value all of the unexpired Term of this Leaseforegoing.

Substantial Taking. If more than twenty percent If, after the Commencement Date and before the termination of this Lease: (20%i) any portion of the floor area Leased Premises is taken by eminent domain or conveyed in lieu thereof; or (ii) as a result of a taking by eminent domain or the Premises should be taken for action of any public or quasi-public use under any governmental law, ordinance authority or regulation or by right of eminent domain or by private purchase a conveyance in lieu thereof, this the means of ingress or egress to and from the Building is so permanently altered as to materially and adversely affect the flow of traffic in, to, from or about the Building; then, in any of the foregoing events, the Lease shall Term shall, at the option of Tenant, cease and terminate and as of the Rent (excluding Rent accruing with respect to the period prior to the date of such termination) day possession shall be abated during the unexpired portion of this Lease, effective on the date physical possession is taken by the condemning authorityacting governmental or quasi-governmental authority (the "Date of Taking"). If less than twenty percent (20%) of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired portion of this Lease Such option to terminate shall be reduced in proportion to the area taken, effective on the date physical possession is taken exercisable by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If any part of the Common Area shall be taken as aforesaid, this Lease shall not terminate, nor shall the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall be less than fifty percent (50%) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease in accordance with this provision shall be evidenced by giving written notice of termination delivered to the other party within Landlord on or before thirty (30) days after the Date of Taking, which notice shall provide for a termination date physical possession (the "Termination Date") not later than ninety (90) days after the Date of Taking and Tenant shall pay Rent up to the Termination Date, and Landlord shall refund such Annual Gross Rent and other payments as shall have been paid in advance and which cover a period subsequent to the Termination Date. In the event Tenant does not terminate this Lease, Landlord shall promptly and diligently restore the Building and the Leased Premises and the Building and Common Areas to as near to their condition prior to such taking or conveyance as is reasonably possible, and, during the course of such restoration, there shall be a fair and equitable abatement of all Annual Gross Rent, taking into account the extent to which Tenant shall be required to close down all or a portion of its operations until restoration has been completed; and, after such restoration, there shall be fair and equitable abatement of Annual Gross Rent on a permanent basis, taking into account the reduction in the size of the Leased Premises, reduction in Common Areas, and the like. If fifty percent (50%) or more of the rentable area in the Building is taken by the condemning authority. All compensation awarded for any taking for public purposes, whether permanent eminent domain or temporary (or the proceeds of private sale conveyed in lieu thereof), of the Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, then Landlord shall have no interest in any award made the right to terminate this Lease by giving written notice to Tenant on or before thirty (30) days after the Date of Taking; provided that Landlord also terminates all leases for loss of business, relocation expenses and/or for premises within the taking of Tenant’s fixtures and other personal property of Tenant if a separate award for such items is made to Tenant and does not diminish the award payable to Landlord. Tenant shall in no event be entitled to any award made for the value of the unexpired Term of this LeaseBuilding.

Substantial Taking. If more than twenty percent (20%all or substantially all of either or both of the office building component or the warehouse component(s) of the floor area of Improvements or the Premises should related Land shall be taken for any public or quasi-public purposes after Substantial Completion of either such component, and if Tenant determines that such event has rendered the either or both of such components unavailable for use under any governmental lawor unsuitable for restoration for continued use and occupancy in Tenant's business, ordinance or regulation or by right of eminent domain or by private purchase then Tenant, in lieu thereofof rebuilding as contemplated by Paragraph 12, this Lease shall terminate and the Rent shall, not later than ninety (excluding Rent accruing with respect 90) days after such occurrence, deliver to the period prior to the date Landlord (i) notice of such termination) shall be abated during the unexpired portion of this Lease, effective on the date physical possession is taken by the condemning authority. If less than twenty percent (20%) of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If any part of the Common Area shall be taken as aforesaid, this Lease shall not terminate, nor shall the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall be less than fifty percent (50%) of the area of the Common Area immediately prior to the taking. Any election its intention to terminate this Lease in accordance with this provision shall be evidenced by written notice of termination delivered as to the other party within affected component on a date occurring not more than ninety-five (95) days nor less than sixty (60) days after such notice (the "Termination Date"), (ii) a certificate by the president or a vice president of Tenant describing the event giving rise to such termination, stating that such event has rendered the affected component unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant's business and that such termination will not violate any operating agreement or covenant then in effect, and (iii) an irrevocable offer to purchase any remaining portion of the affected component and the related condemnation award at a price equal) 35% of the Offer Amount in the case of the office building component and 65% of the Offer Amount in the case of the warehouse component, plus in either case any prepayment premium or breakage fees charged by Mortgagee. Landlord shall accept or reject such offer by notice given to Tenant not later than thirty (30) days after the date physical possession is taken by the condemning authority. All compensation awarded for any taking for public purposesreceipt of Tenant's notice, whether permanent or temporary (or the proceeds of private sale in lieu thereof)and if Landlord fails to act, of the Premises or Common Area it shall be deemed to have accepted the property of Landlordoffer. If Landlord shall have accepted such offer or is deemed to have accepted such offer, and Tenant hereby assigns its interest in any such award to Landlord; provided, howeveron the Termination Date, Landlord shall have no interest in any award made convey by quitclaim deed to Tenant for loss of business, relocation expenses and/or for the taking of Tenant’s fixtures and other personal property of Tenant if a separate award for such items is made to Tenant and does not diminish the award payable to Landlord. Tenant shall in no event be entitled to any award made for the value remaining portion of the unexpired Term affected component free of liens and encumbrances (except those existing on the Commencement Date, exclusive of the Mortgage, or thereafter created with the written consent of the Tenant), along with the right to receive any condemnation award to which Landlord is entitled. If Landlord rejects such offer, this LeaseLease shall terminate as to the affected component on the Termination Date except for liabilities which accrued prior thereto. Upon completion of such sale (if applicable) and in all events upon the payment of all Fixed Rent and Additional Rent payable through the Termination Date, this Lease shall terminate as to the affected component on the Termination Date, except with respect to liabilities which arose on or prior to the Termination Date. If any subdivision, lot split or similar procedure is required in order for Landlord to comply with this paragraph, the Termination Date shall be postponed until completion of such procedure, and all costs associated with such procedure shall be paid by Tenant. After the Termination Date, this Lease shall continue in full force and effect with respect to the building component unaffected by such taking or notice of taking.

Substantial Taking. If there is (a) a Taking of more than twenty percent (20%) 25% of the floor area improvements in the Residential Building, (b) a Taking that results in the loss of more than 25% of the Premises should be taken parking spaces for which Tenant has parking rights, (c) a Taking that results in material impairment of access to, parking facilities benefiting, or any public material service(s) necessary or quasi-public use under any governmental law, ordinance appropriate for economic operation of the Private Facilities or regulation or by right of eminent domain or by private purchase in lieu a portion thereof, this (d) a Taking that would require restoration reasonably estimated by Tenant to cost in excess of two (2) times the then-current aggregate Market Value of the Landlord’s Estate and the Leasehold Estate; (e) a Taking following which the Private Facilities cannot reasonably be operated in a manner substantially consistent with past practice or on a scale that is smaller but nevertheless profitable (after taking into account the payment of all expenses, including Rent as adjusted after the Taking) (each, a “Substantial Taking”), then, at Tenant’s option, the Lease Term shall cease and the Lease shall terminate on the date of the Taking. If this Lease continues in effect following a Substantial Taking, then from and the Rent (excluding Rent accruing with respect to the period prior to after the date of such termination) shall be abated during the unexpired portion of this Lease, effective on the date physical possession is taken by the condemning authority. If less than twenty percent (20%) of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; howeverSubstantial Taking, the Base Rent payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken proportionately by the condemning authorityportion of the Private Facilities no longer subject to this Lease. Following such partial takingThe Award for a Substantial Taking (other than a Temporary Taking that involves a Substantial Taking, which is addressed below) shall be allocated as follows: (i) Landlord shall make all necessary repairs or alterations within be entitled to claim and recover from the scope condemning authority the Value of Landlord’s Work as described in Exhibit C necessary Estate; (ii) Tenant shall be entitled to make claim and recover from the Premises condemning authority an architectural whole. If any part amount equal to the Value of the Common Area Leasehold Estate; and (iii) except as otherwise set forth herein the balance of the Award, if any, shall be taken as aforesaidpaid on a pari passu (i.e., this Lease shall not terminate, nor shall share and share alike) basis to Landlord and Tenant. Notwithstanding the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord foregoing and subject in reasonable proximity all events to the Property shall be less than fifty percent (50%) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty (30) days after the date physical possession is taken by the condemning authority. All compensation awarded for any taking for public purposes, whether permanent or temporary (or the proceeds of private sale in lieu thereof), of the Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business, relocation expenses and/or for the taking terms of Tenant’s fixtures and other personal property of Tenant if a separate award for such items is made to Tenant and does not diminish the award payable to Landlord. Leasehold Mortgage, Tenant shall in no event be entitled to any award made for the value 100% of an Award granted on account of the unexpired Term loss of this Leasethe Leasehold Interest and Landlord shall be entitled to 100% of an Award granted on account of the loss of the Landlord’s Estate, subject to the terms of any Fee Mortgage.

Substantial Taking. If more than twenty percent If, after the Commencement Date and before the termination of this Lease: (20%i) any portion of the floor area Leased Premises is taken by eminent domain or conveyed in lieu thereof; or (ii) as a result of a taking by eminent domain or the Premises should be taken for action of any public or quasi-public use under any governmental law, ordinance authority or regulation or by right of eminent domain or by private purchase a conveyance in lieu thereof, this the means of ingress or egress to and from the Building is so permanently altered as to materially and adversely affect the flow of traffic in, to, from or about the Building; then, in any of the foregoing events, the Lease shall Term shall, at the option of Tenant, cease and terminate and as of the Rent (excluding Rent accruing with respect to the period prior to the date of such termination) day possession shall be abated during the unexpired portion of this Lease, effective on the date physical possession is taken by the condemning authorityacting governmental or quasi-governmental authority (the “Date of Taking”). If less than twenty percent (20%) of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired portion of this Lease Such option to terminate shall be reduced in proportion to the area taken, effective on the date physical possession is taken exercisable by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If any part of the Common Area shall be taken as aforesaid, this Lease shall not terminate, nor shall the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall be less than fifty percent (50%) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease in accordance with this provision shall be evidenced by giving written notice of termination delivered to the other party within Landlord on or before thirty (30) days after the Date of Taking, which notice shall provide for a termination date physical possession (the “Termination Date”) not later than ninety (90) days after the Date of Taking and Tenant shall pay Rent up to the Termination Date, and Landlord shall refund such Annual Gross Rent and other payments as shall have been paid in advance and which cover a period subsequent to the Termination Date. In the event Tenant does not terminate this Lease, Landlord shall promptly and diligently restore the Building and the Leased Premises and the Building and Common Areas to as near to their condition prior to such taking or conveyance as is reasonably possible, and, during the course of such restoration, there shall be a fair and equitable abatement of all Annual Gross Rent, taking into account the extent to which Tenant shall be required to close down all or a portion of its operations until restoration has been completed; and, after such restoration, there shall be fair and equitable abatement of Annual Gross Rent on a permanent basis, taking into account the reduction in the size of the Leased Premises, reduction in Common Areas, and the like. If fifty percent (50%) or more of the rentable area in the Building is taken by the condemning authority. All compensation awarded for any taking for public purposes, whether permanent eminent domain or temporary (or the proceeds of private sale conveyed in lieu thereof), of the Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, then Landlord shall have no interest in any award made the right to terminate this Lease by giving written notice to Tenant on or before thirty (30) days after the Date of Taking; provided that Landlord also terminates all leases for loss of business, relocation expenses and/or for premises within the taking of Tenant’s fixtures and other personal property of Tenant if a separate award for such items is made to Tenant and does not diminish the award payable to Landlord. Tenant shall in no event be entitled to any award made for the value of the unexpired Term of this LeaseBuilding.

Substantial Taking. If more than twenty percent (20%) all or a substantial part of the floor area of the Premises should be leased premises are taken for any public or quasi-public use under any governmental law, ordinance or regulation regulation, or by right of eminent domain or by private purchase in lieu thereof, and the taking would prevent or materially interfere with the use of the leased premises for the purpose for which it is being used or if the total parking spaces on the leased premises shall be less than 675 because of one or more takings, this Lease shall terminate and the Rent (excluding Rent accruing with respect to the period prior to the date of such termination) rent shall be abated during the unexpired portion of this Lease, Lease effective on the date physical possession is taken by the condemning authority. If less than twenty percent (20%) ; provided that if a portion of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If any part of the Common Area parking lot shall be taken and the Lease would otherwise terminate pursuant to the foregoing provisions, Lessor shall have a period of 45 days after such taking to reconfigure the parking lot or to provide additional parking to Lessee adjacent to or abutting the leased premises, without any public roadways intervening between the parcels, so that the total parking spaces exclusively available to Lessee shall exceed 675. No reconfiguration of the parking lot shall materially impede access to the streets serving the leased premises or access to the Building. The parking lot as aforesaidreconfigured shall be in compliance with all applicable laws and regulations, including zoning codes. Lessee shall have no claim to the condemnation award, except that Lessor shall be required to pay to Lessee out of the proceeds of Lessor's award received as a result of such taking Xxxxxx's unamortized cost of leasehold improvements, such amortization to be on a straight-line basis over the scheduled original term of this Lease shall not terminate, nor shall the Rent payable hereunder be reducedLease; provided, however, either Landlord or Tenant may terminate this Lease provided that if the area of award to Lessor for all improvements on the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property leased premises shall be less than fifty percent the combined cost of Lessor's and Xxxxxx's improvements (50%) the "Total Cost"), Xxxxxx's share of the area award for the improvements on the leased premises shall be equal to the product of the Common Area immediately prior total award for improvements to the takingleased premises multiplied by a fraction, the numerator of which is Xxxxxx's unamortized cost of leasehold improvements and the denominator of which is the Total Cost. Any election Lessor shall undertake reasonable efforts to terminate this Lease in accordance with this provision shall be evidenced by written notice of termination delivered cause the condemning authority to the separately value Xxxxxx's Improvements. In addition, Lessee may make any other party within thirty (30) days after the date physical possession is taken by claim permitted under Ohio law against the condemning authority. All compensation awarded for , as long as any taking for public purposes, whether permanent or temporary (or the proceeds of private sale in lieu thereof), of the Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business, relocation expenses and/or for the taking of Tenant’s fixtures and other personal property of Tenant if a separate award for such items is made to Tenant and does not diminish the award payable to Landlord. Tenant Lessee shall in no event be entitled way reduce the award to any award made for the value of the unexpired Term of this LeaseLessor.

Substantial Taking. If more than twenty percent (20%) all or substantially all of the floor area of the Premises should any Site shall be taken for any public or quasi-public purposes, and if Tenant determines that such event has rendered such Site unavailable for use under any governmental lawor unsuitable for restoration for continued use and occupancy in Tenant's business, ordinance or regulation or by right of eminent domain or by private purchase then Tenant, in lieu thereofof rebuilding as contemplated by paragraph 13, this Lease shall terminate and the Rent shall, not later than 90 days after such occurrence, deliver to Landlord (excluding Rent accruing with respect to the period prior to the date i) notice of such termination) shall be abated during the unexpired portion of this Lease, effective on the date physical possession is taken by the condemning authority. If less than twenty percent (20%) of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If any part of the Common Area shall be taken as aforesaid, this Lease shall not terminate, nor shall the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall be less than fifty percent (50%) of the area of the Common Area immediately prior to the taking. Any election its intention to terminate this Lease solely for that portion of the Premises constituting such taken Site on a date occurring not more than 95 days nor less than 60 days after such notice (the "SITE TERMINATION DATE"), (ii) a certificate by the president or a vice president of the general partner in Tenant describing the event giving rise to such termination, stating that such event has rendered such taken Site unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant's business and that such termination will not violate any operating agreement or covenant then in effect, and (iii) an irrevocable offer to purchase any remaining portion of such taken Site and the related condemnation award at a price equal to the greater of (x) the price set forth on Exhibit H hereto plus any prepayment premium or breakage fees charged by Mortgagee, or (y) the fair market value (as determined in accordance with Exhibit F) of such Site, considered as encumbered by this provision Lease including assuming all Extension Terms have been exercised by Tenant and considered as not having been the subject of a condemnation. Landlord shall be evidenced accept or reject such offer by written notice of termination delivered given to the other party within Tenant not later than thirty (30) days after receipt of Tenant's notice, and if Landlord fails to act, it shall be deemed to have accepted the date physical possession offer. If Landlord shall have accepted such offer or is taken deemed to have accepted such offer, (1) on the Site Termination Date, Landlord shall convey by special warranty deed to Tenant any remaining portion of the applicable Site in accordance with paragraph 29, along with the right to receive any related condemnation award to which Landlord is entitled, (2) this Lease shall no longer apply to such Site as of the Site Termination Date, except for liabilities which accrued prior thereto related to such condemned Site, (3) this Lease shall remain in full force and effect for the remaining Sites except that the Fixed Rent shall be reduced by the condemning authority. All compensation awarded for any taking for public purposesamount set forth on Exhibit I hereto, whether permanent or temporary (or 4) Landlord and Tenant shall execute an amendment to this Lease clarifying the proceeds of private sale in lieu thereof)foregoing, of the Premises or Common Area which amendment shall be the property prepared by or on behalf of Landlord, and (5) Tenant hereby assigns its interest shall pay all of Landlord's costs and expenses (including reasonable attorney's fees and expenses) related to all of the foregoing. If Landlord rejects such offer, as of the Site Termination Date, (1) this Lease shall no longer apply to such Site, except for liabilities which accrued prior thereto related to such condemned Site, (2) this Lease shall remain in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business, relocation expenses and/or full force and effect for the taking of Tenant’s fixtures remaining Sites except that the Fixed Rent shall be reduced by the amount set forth on Exhibit I hereto, (3) Landlord and other personal property of Tenant if a separate award for such items is made to Tenant and does not diminish the award payable to Landlord. Tenant shall in no event execute an amendment to this Lease clarifying the foregoing, which amendment shall be entitled prepared by or on behalf of Landlord, and (4) Tenant shall pay all of Landlord's costs and expenses (including attorney's fees and expenses) related to any award made for the value all of the unexpired Term of this Leaseforegoing.

Substantial Taking. If more than twenty percent (20%) the entire Building, or a substantial part thereof, or any part of the floor area Building which includes all or a substantial part of the Premises should Premises, shall be taken or condemned by any competent authority for any public or quasi-quasi public use under or purpose, the Term shall end upon and not before the earlier of the date when the possession of the part so taken shall be required for such use or purpose or the effective date of the taking. If any governmental lawcondemnation proceeding shall be instituted in which it is sought to take or damage any part of the Building, ordinance the taking or regulation damaging of which would, in Landlord’s opinion, prevent the economical operation of the Building, or if the grade of any street or alley adjacent to the Project is changed or any such street or alley is closed by any competent authority, and such taking, damage, change of grade or closing makes it necessary, in Landlord’s good faith determination, to remodel the Building to conform to the taking, damage, change of grade or closing, Landlord shall have the right of eminent domain or by private purchase in lieu thereof, to terminate this Lease upon written notice to Tenant given not later than sixty (60) days after Landlord’s receipt of notice of the taking and effective on a date designated by Landlord which is not less than ninety (90) days following the date of Landlord’s delivery of such notice to Tenant (provided that Landlord may not elect to so terminate this Lease unless Landlord also terminates leases for all other similarly affected office tenants at the Building for which Landlord has the right to so terminate). If any condemnation proceeding shall be instituted in which it is sought to take or damage any part of the Premises, Tenant shall have the right to terminate this Lease upon written notice to Landlord given not later than sixty (60) days after Tenant’s receipt of notice of the taking and effective on a date designated by Tenant which is not less than ninety (90) days following the date of Tenant’s delivery of such notice to Landlord. In any of the Lease termination events referred to above, Rent (excluding Rent accruing with respect to the period prior shall be apportioned on a per diem basis and be payable to the date of such the termination) shall be abated during the unexpired portion of this Lease, effective on the date physical possession is taken by the condemning authority. If less than twenty percent (20%) of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If any part of the Common Area shall be taken as aforesaid, this Lease shall not terminate, nor shall the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall be less than fifty percent (50%) of the area of the Common Area immediately prior to the taking. Any election to terminate this Lease in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty (30) days after the date physical possession is taken by the condemning authority. All compensation awarded for any taking for public purposes, whether permanent or temporary (or the proceeds of private sale in lieu thereof), of the Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business, relocation expenses and/or for the taking of Tenant’s fixtures and other personal property of Tenant if a separate award for such items is made to Tenant and does not diminish the award payable to Landlord. Tenant shall in no event be entitled to any award made for the value of the unexpired Term of this Lease.

Substantial Taking. If more than twenty percent (20%) of the floor area all or substantially all of the Premises should shall be taken for any public or quasi-public purposes, and if Tenant determines that such event has rendered the Premises unavailable for use under any governmental lawor unsuitable for restoration for continued use and occupancy in Tenant’s business, ordinance or regulation or by right of eminent domain or by private purchase then Tenant, in lieu thereofof rebuilding as contemplated by paragraph 13, this Lease shall terminate and the Rent shall, not later than 90 days after such occurrence (excluding Rent accruing with respect to the period prior to the date of such termination) shall be abated during the unexpired portion of this Lease, effective on the date physical possession is taken by the condemning authority. If less than twenty percent (20%) including a final determination of the floor area condemnation award associated therewith), deliver to Landlord (i) notice of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the unexpired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If any part of the Common Area shall be taken as aforesaid, this Lease shall not terminate, nor shall the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall be less than fifty percent (50%) of the area of the Common Area immediately prior to the taking. Any election its intention to terminate this Lease on a date occurring not more than 180 days nor less than 90 days after such notice (the “Termination Date”), (ii) a certificate by the president or a vice president of Tenant describing the event giving rise to such termination, stating that such event has rendered the Premises unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant’s business and that such termination will not violate any operating agreement or covenant then in effect, and (iii) an irrevocable offer to purchase any remaining portion of the Premises and the related condemnation award at a price equal to the greater of (x) $14,800,000.00 plus any prepayment premium or breakage fees charged by Mortgagee, or (y) the fair market value (as determined in accordance with Exhibit E) of the Premises, considered as encumbered by this provision Lease including assuming all Extension Terms have been exercised by Tenant and considered as not having been the subject of a condemnation. Notwithstanding the foregoing, in no event shall be evidenced the final determination of the condemnation award exceed $16,280,000.00. Landlord shall accept or reject such offer by written notice of termination delivered given to the other party within Tenant not later than thirty (30) days after receipt of Tenant’s notice, and if Landlord fails to act, it shall be deemed to have accepted the date physical possession offer. If Landlord shall have accepted such offer or is taken deemed to have accepted such offer, (1) on the Termination Date, Landlord shall convey by the condemning authority. All compensation awarded for special or limited warranty deed to Tenant any taking for public purposes, whether permanent or temporary (or the proceeds of private sale in lieu thereof), remaining portion of the Premises or Common Area in accordance with paragraph 29, along with the right to receive any related condemnation award to which Landlord is entitled, (2) this Lease shall no longer apply to the Premises as of the Termination Date, except for liabilities which accrued prior thereto related to the Premises, (3) Landlord and Tenant shall execute a termination to this Lease confirming the foregoing, which termination shall be the property prepared by or on behalf of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for loss of business, relocation expenses and/or for the taking of Tenant’s fixtures and other personal property of Tenant if a separate award for such items is made to Tenant and does not diminish the award payable to Landlord. (4) Tenant shall in no event be entitled pay all of Landlord’s costs and expenses (including attorney’s fees and expenses) related to any award made for the value all of the unexpired Term foregoing. If Landlord rejects such offer, as of the Termination Date, (1) this Lease shall no longer apply to the Premises, except for liabilities which accrued prior thereto related to the Premises, (2) Landlord and Tenant shall execute a termination of this LeaseLease confirming the foregoing, which termination shall be prepared by or on behalf of Landlord, and (3) Tenant shall pay all of Landlord’s costs and expenses (including attorney’s fees and expenses) related to all of the foregoing.