Common use of Taking Clause in Contracts

Taking. 7.2.1 If a Taking shall occur during the Operating Term, as to the whole of the Hotel, or in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining portion of the Hotel in accordance with the Operating Standard, then either Owner or Manager may terminate this Contract upon ninety (90) days' notice to the other Party. If the Taking affects only a part of the Hotel or the real property on which it is erected and if the Taking of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right in the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the amount of the award payable to Owner has been determined by settlement or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article 10.

Taking. 7.2.1 Taking" shall mean and refer to the acquisition or taking of property (or any right, title or interest therein) by any governmental or quasi-governmental authority acting under power of condemnation or eminent domain, and shall encompass contested as well as uncontested takings as long as initiated by the applicable governmental or quasi-governmental authority. If a Taking shall occur during the Operating Term, as to the whole of the HotelPremises is temporarily taken for a period in excess of thirty (30) days, or is permanently taken, in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining portion either case by virtue of a Taking, this Lease shall automatically terminate as of the Hotel date title vests in accordance with the Operating Standardcondemning authority, then either Owner or Manager may terminate this Contract upon ninety (90) days' notice and Tenant shall pay all Base Rent, additional rent, and other payments up to the other Partythat date. If the Taking affects only a part (a) twenty percent (20%) or more of the Hotel or the real property on which it Premises is erected and if the Taking permanently taken by virtue of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotela Taking, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right (b) in the case of a Taking either of less than twenty percent (20%) of the Premises, Tenant is unable to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such make reasonable use of the balance of the Premises remaining after the Taking, as determined by Tenant in its reasonable, good faith discretion, or (c) access to the Building or Premises by Tenant is, by virtue of a Taking, permanently denied, or (d) if free parking is provided for under this Lease, the parking ratio for the purpose Building is, by virtue of representing Manager's compensable interest in a Taking of any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made parking areas serving the Building, permanently reduced to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment a ratio which fails to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length meet applicable code requirements after taking into account any portion of the unexpired term Building taken and any reasonable substitute parking provided by Landlord in lieu of the parking areas so taken, then Landlord and Tenant shall each have the right (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to be exercised by written notice to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment other within ninety sixty (9060) days after receipt of notice of said taking) to terminate this Lease effective upon the amount date when possession of the award payable applicable portion of the Property is taken thereunder pursuant to Owner has been such Taking. If neither party elects to terminate this Lease, as aforesaid, then Landlord shall diligently, and within a reasonable time, after title vests in the condemning authority, repair and restore, at Landlord's expense, the portion not taken so as to render same into an architectural whole to the extent reasonably practicable, and, if any portion of the Premises is taken, thereafter the Base Rent (and Tenant's Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken. If there is a temporary Taking involving the Premises or Building, or if a Taking of other portions of the Building or common areas does not deny Tenant access to the Building and Premises, or if less than twenty percent (20%) of the Premises is permanently taken by a Taking and Tenant is able to make reasonable use of the balance of the Premises as determined by settlement or Tenant in its reasonable good faith discretion, then this Lease shall not terminate, and Landlord shall, as soon as reasonably practicable thereafter, repair and restore, at its own expense, the portion not taken so as to render same into an architectural whole to the fullest extent reasonably practicable. If any portion of the Premises was permanently taken, then the Base Rent (and Tenant's Share) shall be reduced (on a final judicial determinationper square foot basis) in proportion to the portion of the Premises taken, either Party may submit commencing on the dispute date Tenant is deprived of the use of such portion of the Premises. If any portion of the Premises was temporarily taken, then the Base Rent (and Tenant's Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken for resolution pursuant the period of such temporary taking, that is, from the date upon which Tenant is deprived of the use of such portion of the Premises until the date Tenant is restored to Article 10the use of such portion of the Premises.

Taking. 7.2.1 If a Taking shall occur during the Operating TermPremises, or such portion thereof as to render the whole balance (when reconstructed) unsuitable for the purposes of the Hotel, or Tenant in Manager's the reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining portion of the Hotel Landlord, shall be taken by condemnation or right of eminent domain, either party, upon written notice to the other, shall be entitled to terminate this Lease, provided that such notice is given not later than thirty (30) days after the Tenant has been deprived of possession. For the purposes of this Article, any deed or other transfer of title in lieu of any such taking shall be treated as such a taking. Moreover, for the purposes of this Article, such a taking of the Tenant's entire leasehold interest hereunder in the Premises (or assignment or termination in lieu thereof) shall be treated as a taking of the entire Premises, and in such event the Tenant shall be treated as having been deprived of possession on the effective date thereof. Should any part of the Premises be so taken or condemned, and should this lease not be terminated in accordance with the Operating Standardforegoing provision, then either Owner or Manager may terminate this Contract upon ninety (90) days' notice to the other Party. If the Taking affects only Landlord covenants and agrees within a part of the Hotel or the real property on which it is erected and if the Taking of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding time after such taking or condemnation. 7.2.2 Manager , and the determination of the Landlord's award therein, to expend so much as may be necessary of the net amount which may be awarded to the Landlord in such condemnation proceedings in restoring the Premises to an architectural unit as nearly like their condition prior to such taking as shall have be practicable. Should the right in net amount so awarded to the case Landlord be insufficient to cover the cost of a Taking either to institute restoring the Premises, as estimated by the Landlord's architect, the Landlord may, but shall not be obligated to, supply the amount of such insufficiency and restore the Premises as above provided, with all reasonable diligence, or to intervene in terminate this lease. Where the Tenant has not already exercised any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made termination accorded to Owner that does not recognize it under the separate compensable interest foregoing portion of Manager this paragraph, the Landlord shall be apportioned between notify the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length Tenant of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties canLandlord's election not agree upon such apportionment within later than ninety (90) days after the final determination of the amount of the award payable award. Further, if so much of the Commercial Unit shall be so taken that continued operation of the Commercial Unit as operated prior to Owner has been determined the taking would be uneconomic in the Landlord's judgment or prohibited by settlement zoning or a final judicial determination, either Party may submit the dispute for resolution other applicable law or by or pursuant to Article 10applicable provisions of the Condominium Documents or the Land Disposition Agreement, the Landlord shall have the right to terminate this lease by giving notice to the Tenant of the Landlord's desire so to do not later than thirty (30) days after the effective date of such taking.

Taking. 7.2.1 If a Taking shall occur during 899 (a) In the Operating Term, as to event that the whole of the Hotel, or in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining portion of the Hotel in accordance with the Operating Standard, then either Owner or Manager may terminate this Contract upon ninety (90) days' notice to the other Party. If the Taking affects only a part of the Hotel or the real property on which it is erected and if the Taking of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the HotelParking Facility, or any part thereof, as or access thereto, shall be reasonably necessary taken 900 in condemnation proceedings or by exercise of any right of eminent domain or by agreement (such as 901 deed in lieu of an eminent domain action) between Landlord, Tenant, and practicable those authorized to make the Hotel a satisfactory architectural unit exercise 902 such right (any such matters being hereinafter referred to as a hotel of the type “taking”), Landlord and class immediately preceding such taking or condemnation. 7.2.2 Manager Tenant shall have 903 the right in the case of a Taking either to institute or to intervene participate in any available administrative proceeding such condemnation proceedings or judicial action intended to determine just compensation for such Taking, agreement for the purpose of representing Manager's compensable interest in protecting 904 their interests hereunder. Each party so participating shall pay its own expenses and fees incurred therein. 905 906 (b) If at any award therefor arising from time during the Term of this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager Lease there shall be apportioned between a taking of any of the Parties Parking 907 Facility, so that as a result of the taking, or condemnation or deed in consideration, without limitation, lieu of such factors as: taking (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunderthe “Taking”), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder)908 Tenant is unable to use, (v) length in a commercially reasonable manner, any portion of the unexpired term (including any renewals) Parking Facility for its 909 intended purpose, this Lease shall terminate as of this Contract, and/or (vi) the proportion that date of the Management Fee has historically borne to the return to Owner after payment of such feeTaking. If the Parties cannot agree upon such apportionment within ninety effect of a Taking event is 910 to cause Tenant to lose the right to use greater than thirty percent (9030%) days after the amount of the Leased Spaces, Tenant will 911 have the right to terminate this Lease or to keep this Lease in effect and to reduce Rent proportionately in 912 accordance with the number of Leased Spaces taken or which Tenant does not have use of relative to the 913 total number of Leased Spaces that existed just prior to the Taking. If the Parking Facility is only 914 partially usable after any such taking, then the Landlord shall have the authority to reallocate parking 915 spaces throughout the Parking Facility subject to availability, and to determine which parking spaces in 916 the Facility will be available for those purposes. Section 11.17(j) shall not apply with respect to an 917 amendment to effectuate the changes provided for in this subsection (b). 918 919 (c) If this Lease shall have terminated as a result of a Taking, or if Tenant loses use of any 920 portion of the Leased Spaces as a result of a Taking, then Tenant shall be entitled to assert and recover an 921 award payable from the condemnor for the loss of the value of Tenant’s leasehold estate and its other rights under 922 this Lease. Additionally, in that action Tenant shall be entitled to Owner has been determined assert a claim against condemnor and 923 receive compensation from the condemnor for its other damages incurred as a result of such 924 condemnation. Landlord shall be entitled to assert and recover an award from the condemnor for the loss 925 of Landlord’s remainder interest in the fee estate and all other damages and amounts allowed by settlement or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article 10.law. 926

Taking. 7.2.1 (a) If a Taking shall occur during the Operating Term, as to Term the whole entire Premises shall be taken or condemned by any public authority or for any public use or destroyed by the action of the Hotel, or in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining portion any public authority (including by sale under threat of the Hotel in accordance with the Operating Standardsuch a taking) (a "Taking"), then either Owner or Manager may this Lease shall terminate this Contract upon ninety (90) dayson the date on which title vests in such public authority, and the Annual Fixed Rent and Additional Rent shall be abated on and as of such date, and the parties' notice to the other Partyobligations hereunder shall cease. If the Taking affects only a part of the Hotel or Premises shall be subject to a Taking, then, except as hereinafter provided in this Article, this Lease and the real property on which it Term shall continue in full force and effect, provided that from and after the date of the vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Taking. (b) If there is erected and if the a Taking of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions more than fifty percent (50%) of the Credit Agreement and any Succeeding FinancingBuilding, undertake such alterations or modifications Landlord may elect to the Hotel, or any part thereof, as shall be reasonably necessary and practicable terminate this Lease by notice to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right in the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: Tenant given within thirty (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (9030) days after the amount effective time of such Taking, and this Lease shall terminate effective as of the award payable date set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such notice. (c) If (i) the part of the Premises subject to Owner has been determined by settlement a Taking contains more than ten percent (10%) of the total area of the Building or a final judicial determinationmaterial portion of the parking area located on the Land, either Party (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may submit terminate this Lease by notice to Landlord, and this Lease shall end and expire on the dispute for resolution effective time of the Taking. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article 10V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenses.

Taking. 7.2.1 If a Taking shall occur during the Operating Term, as to the whole of the Hotel, or in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining a material portion of the Hotel Premises, the Datacenter, the Campus, the Building or the Project shall be taken under the power of eminent domain, or sold to prevent the exercise thereof (collectively, a “Taking”), this Lease shall automatically terminate as of the earlier of the date of transfer of title resulting from such Taking or the date of transfer of possession resulting from such Taking (the “Taking Date”). In the event of a Taking of: (a) such portion of the Datacenter the Building or the Project as shall, in accordance the opinion of Landlord, substantially interfere with the Operating StandardLandlord’s operation thereof, then either Owner or Manager Landlord may terminate this Contract Lease upon thirty (30) days written notice to Tenant given at any time prior to the date that is sixty (60) days following the Taking Date or (b) such portion of the Premises, the Datacenter, the Campus, the Building or the Project as shall prevent Tenant from conducting Tenant’s business in any portion of the Premises, for a period of time in excess of ninety (90) days' notice to the other Party. If the Taking affects only a part of the Hotel or the real property on which it is erected and if the Taking of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager Tenant shall have the right in option to terminate this Lease upon thirty (30) days’ written notice to Landlord given at any time prior to the case date that is sixty (60) days following the Taking Date. If a portion of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from Premises is so taken and this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does Lease is not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors asterminated: (i) recoupment Landlord shall, with reasonable diligence and at Landlord’s cost (to the extent of the condemnation award received by Owner of its investmentLandlord), proceed to restore (to the extent permitted by applicable Laws) the Premises and the Building (other than Tenant’s Personal Property) to a complete, functioning unit and (ii) return the Base Rent payable hereunder shall be reduced proportionately based on Owner's investment the portion of the Premises that Tenant is prevented from using for the Permitted Use as a result of such Taking. Except as expressly provided otherwise in this Section 10.2, the entire award for any Taking shall belong to date, Landlord (iii) actual loss without deduction for any estate or interest of income (including Manager's fee income hereunderTenant), except that Tenant shall be entitled to independently pursue a separate award for the loss of, or damage to, Tenant’s Personal Property and Tenant’s relocation costs directly associated with the Taking (iv) loss of reasonably anticipated future income but Tenant shall not otherwise assert any claim against Landlord or the condemning authority). No temporary Taking (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within for less than ninety (90) days after the amount days) of the award Premises, the Datacenter, the Campus, the Building or the Project (or any portion thereof) shall terminate this Lease or entitle Tenant to any abatement of the Rent payable to Owner has been determined by settlement or Landlord under this Lease; provided, however, that any award for any such temporary Taking shall belong to Tenant, but only to the extent that the award applies to any time period during the Term of this Lease. This Section 10.2 shall be Tenant’s sole and exclusive remedy in the event of a final judicial determinationTaking, either Party may submit and each of Landlord and Tenant hereby waives the dispute for resolution pursuant provisions of any Laws to Article 10the contrary.

Taking. 7.2.1 “Taking” shall mean and refer to the acquisition or taking of property (or any right, title or interest therein) by any governmental or quasi-governmental authority acting under power of condemnation or eminent domain, and shall encompass contested as well as uncontested takings as long as initiated by the applicable governmental or quasi-governmental authority. If a Taking shall occur during the Operating Term, as to the whole of the HotelPremises is temporarily taken for a period in excess of thirty (30) days, or is permanently taken, in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining portion either case by virtue of a Taking, this Lease shall automatically terminate as of the Hotel date title vests in accordance with the Operating Standardcondemning authority, then either Owner or Manager may terminate this Contract upon ninety (90) days' notice and Tenant shall pay all Base Rent, additional rent, and other payments up to the other Partythat date. If the Taking affects only a part (a) twenty percent (20%) or more of the Hotel or the real property on which it Premises is erected and if the Taking permanently taken by virtue of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotela Taking, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right (b) in the case of a Taking either of less than twenty percent (20%) of the Premises, Tenant is unable to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such make reasonable use of the balance of the Premises remaining after the Taking, as determined by Tenant in its reasonable, good faith discretion, or (c) access to the Building or Premises by Tenant is, by virtue of a Taking, permanently denied, or (d) if free parking is provided for under this Lease, the parking ratio for the purpose Building is, by virtue of representing Manager's compensable interest in a Taking of any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made parking areas serving the Building, permanently reduced to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment a ratio which fails to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length meet applicable code requirements after taking into account any portion of the unexpired term Building taken and any reasonable substitute parking provided by Landlord in lieu of the parking areas so taken, then Landlord and Tenant shall each have the right (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to be exercised by written notice to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment other within ninety sixty (9060) days after receipt of notice of said taking) to terminate this Lease effective upon the amount date when possession of the award payable applicable portion of the Land and/or Building is taken thereunder pursuant to Owner has been such Taking. If neither party elects to terminate this Lease, as aforesaid, then Landlord shall diligently, and within a reasonable time, after title vests in the condemning authority, repair and restore, at Landlord’s expense, the portion not taken so as to render same into an architectural whole to the extent reasonably practicable, and, if any portion of the Premises is taken, thereafter the Base Rent (and Tenant’s Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken. If there is a temporary Taking involving the Premises or Building, or if a Taking of other portions of the Building or common areas does not deny Tenant access to the Building and Premises, or if less than twenty percent (20%) of the Premises is permanently taken by a Taking and Tenant is able to make reasonable use of the balance of the Premises as determined by settlement or Tenant in its reasonable good faith discretion, then this Lease shall not terminate, and Landlord shall, as soon as reasonably practicable thereafter, repair and restore, at its own expense, the portion not taken so as to render same into an architectural whole to the fullest extent reasonably practicable. If any portion of the Premises was permanently taken, then the Base Rent (and Tenant’s Share) shall be reduced (on a final judicial determinationper square foot basis) in proportion to the portion of the Premises taken, either Party may submit commencing on the dispute date Tenant is deprived of the use of such portion of the Premises. If any portion of the Premises was temporarily taken, then the Base Rent (and Tenant’s Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken for resolution pursuant the period of such temporary taking, that is, from the date upon which Tenant is deprived of the use of such portion of the Premises until the date Tenant is restored to Article 10the use of such portion of the Premises.

Taking. 7.2.1 If a Taking shall occur during the Operating Term, as to the whole of the Hotel, or in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining Any portion of the Hotel Collateral shall be taken through condemnation, nationalization, expropriation or seizure or the value of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in accordance every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during the Operating Standardcontinuance of such event, then either Owner or Manager may terminate this Contract upon ninety (90) days' the Facility Agent may, and at the request of the Required Lenders shall, by notice to the other Party. If the Taking affects only a part Administrative Borrower, take either or both of the Hotel following actions, at the same or the real property on which it is erected and if the Taking of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right in the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors asdifferent times: (i) recoupment by Owner of its investment, terminate forthwith the Commitments and (ii) return on Owner's investment declare the Loans then outstanding to datebe forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (iiig) actual loss or (h) above, the Commitments shall automatically terminate and the principal of income the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good xxxxx xxxxx appropriate within one hundred and twenty (including Manager's fee income hereunder120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), (ivthe Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length after the date of the unexpired term (including any renewals) receipt by the Facility Agent of this Contractwritten notice executed and delivered by the Required Lenders of an Event of Default, and/or (vi) the proportion and requesting that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the amount of the award payable to Owner has been determined by settlement or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article 10Facility Agent commence Enforcement Actions.

Taking. 7.2.1 If a Taking shall occur during the Operating Term, as to (a) In case the whole of the HotelPremises, or in Managersuch part thereof as shall substantially interfere with Tenant's reasonable opinion that makes it imprudent or unsuitable to use and operate occupancy of the remaining remainder of the Premises not so taken, shall be taken by any lawful power or authority by exercise of the right of eminent domain, or sold to prevent such taking, within sixty (60) days of receipt of notice of such taking, either Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority. If such portion of the Hotel Building or the Project is so taken or sold so as to require, in the opinion of Landlord, a substantial alteration or reconstruction of the remaining portions thereof, or which renders the Building or the Project economically unviable for its use as presently intended, or requires cancellation of substantially all tenant leases in the Building, this Lease may be terminated by Landlord, as of the date of the vesting of title under such taking or sale, by written notice to Tenant within sixty (60) days following notice to Landlord of the date on which said vesting will occur. Except as provided herein, Tenant shall not because of such taking assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant. In the event that the amount of property or the type of estate taken shall not substantially interfere with Tenant's use of the Premises, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant. Subject to Section 13.2, in the event of a taking of a ------------ portion of the Premises which does not result in the termination of this Lease, Landlord shall promptly proceed to restore the Premises substantially to their condition prior to such taking, and the Rent shall be abated in proportion to the time during which, and to the part of the Premises of which, Tenant shall be so deprived on account of such taking and restoration (including the restoration of tenant improvements to the extent that funds are available from the condemning authority or Tenant) in accordance with Section 12.3. For purposes of ------------ this Section 13.1, the Operating Standard, then either Owner Premises shall be deemed to have been restored to ------------ substantially their condition prior to such partial taking when Landlord has repaired or Manager may terminate this Contract upon ninety restored the Premises to substantially the same (90or better) days' notice condition as the Premises were in immediately prior to the other Party. If the Taking affects only a part of the Hotel or the real property on which it is erected and if the Taking of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminatecasualty, and Owner shallLandlord has given Tenant sufficient time (but in no event more than two (2) weeks) and access to reinstall and reconnect Tenant's personal property, subject to the applicable provisions of the Credit Agreement furniture, fixtures and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right equipment in the case of a Taking either Premises. Notwithstanding the foregoing, during any rent abatement under this Lease, Tenant shall continue to institute or be obligated to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in considerationpay Landlord Additional Rent (including, without limitation, Additional Rent under Article 5) for all services and utilities provided to and used by Tenant during the period of such factors as: the rent abatement. Nothing contained in this Article 13 shall be deemed to give Landlord any interest in, or prevent ---------- Tenant from seeking any award against the taking authority for, the taking of personal property, tenant improvements and Tenant Alterations and FF&E belonging to Tenant or for relocation or business interruption expenses recoverable from the taking authority. (ib) recoupment by Owner If this Lease is terminated as to all or any portion of its investmentthe Premises pursuant to this Section 13.1, (ii) return on Owner's investment to date, (iii) actual loss of income the award (including Manager's fee income hereunder)but not limited ------------ to compensation, (ivdamages and interest) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of shall be divided between Landlord and Tenant so that Tenant shall receive from the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the amount of the award payable to Owner has been determined by settlement or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article 10.award:

Taking. 7.2.1 If a Taking shall occur during the Operating Term, as to the whole of the HotelPremises is taken, either permanently or temporarily, by eminent domain or condemnation, this Lease shall automatically terminate as of the date title vests in the condemning authority, and Tenant shall pay all Base Rent, Additional Rent, and other payments up to that date. If twenty percent (20%) or more of the Premises is permanently taken, or in Manager's reasonable opinion that makes it imprudent if access to the Tenant is, by virtue of a taking, permanently denied or unsuitable to use and operate the remaining portion of the Hotel in accordance with the Operating Standardmaterially adversely affected, by eminent domain or condemnation, then either Owner Landlord or Manager may terminate this Contract upon ninety Tenant shall have the right (90) days' to be exercised by written notice to the other Partywithin sixty (60) days after receipt of notice of said taking) to terminate this Lease from the date when possession is taken thereunder pursuant to such proceeding or purchase. If neither party elects to terminate this Lease, as aforesaid, then Landlord shall within a reasonable time after title vests in the Taking affects only a part condemning authority, repair and restore, at Landlord's expense, the portion not taken so as to render same into an architectural whole to the fullest extent reasonably possible, and, if any portion of the Hotel Premises is taken, thereafter the Base Rent shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken. If there is a temporary taking involving the Premises or Building, if a taking of other portions of the real property on which it is erected and if the Taking of such part Building or Common Areas does not make it unsuitable deny Tenant access to and continued use (in the same manner as prior to the taking) of the Building and Premises, or imprudentif less than twenty percent (20%) of the Premises is permanently taken by eminent domain or condemnation and does not deny Tenant access to and continued use of the Building and Premises, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, then this Contract Lease shall not terminate, and Owner shallLandlord shall repair and restore, subject at its own expense, the portion not taken so as to render same into an architectural whole to the applicable provisions fullest extent reasonably possible, and, if any portion of the Credit Agreement and any Succeeding FinancingPremises was taken, undertake such alterations or modifications thereafter the Base Rent shall be reduced (on a per square foot basis) in proportion to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel portion of the type and class immediately preceding such taking or condemnationPremises taken. 7.2.2 Manager shall have the right in the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the amount of the award payable to Owner has been determined by settlement or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article 10.

Taking. 7.2.1 If a Taking shall occur during the Operating Term, as to the whole of the HotelPremises is taken by condemnation or by exercise of the right of eminent domain, or in Manager's reasonable opinion that makes it imprudent by voluntary transfer made under threat of condemnation or unsuitable to use exercise of right of eminent domain (a "Taking"), and operate the remaining portion such Taking is permanent (a "Permanent Taking"), this Lease shall automatically terminate as of the Hotel date (the "Vesting Date") that title vests in accordance the condemning authority, and Tenant shall pay all Rent due under this Lease up to the Vesting Date. Any temporary Taking for a period in excess of twelve (12) consecutive months shall be deemed to be a Permanent Taking within the meaning of this Section 4.5. If any Permanent Taking occurs with regard to twenty percent (20%) or more of the Operating StandardPremises, then either Owner or Manager may terminate this Contract upon ninety Landlord and Tenant shall each have the right (90) days' to be exercised by written notice to the other Partywithin sixty (60) days after receipt of notice of said Permanent Taking) to terminate this Lease effective upon the Vesting Date. If neither party elects to terminate this Lease, as aforesaid, then Landlord shall diligently, and within a reasonable time, after the Taking affects only a part Vesting Date, repair and restore, at Landlord's expense, the portion of the Hotel Premises not subject to such Taking, so as to render same an architectural whole to the extent reasonably practicable, and, with regard to any portion of the Premises which is subject to such Taking, the Base Rent (and Tenant's Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises subject to such Taking. If there is a temporary Taking involving the Premises or Building, or if less than twenty percent (20%) of the real property on which it Premises is erected and if the Taking of such part does not make it unsuitable or imprudentpermanently taken by a Taking, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, then this Contract Lease shall not terminate, and Owner Landlord shall, as soon as reasonably practicable thereafter, repair and restore, at its own expense, the portion not affected by such Taking so as to render same into an architectural whole to the fullest extent reasonably practicable. If any portion of the Premises was subject to a temporary Taking, then the applicable provisions Base Rent (and Tenant's Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications Premises subject to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right in the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, but only for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, period of such factors as: (i) recoupment by Owner of its investmenttemporary Taking, (ii) return on Owner's investment to datethat is, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length from the date upon which Tenant is deprived of the unexpired term (including any renewals) use of this Contract, and/or (vi) such portion of the proportion that Premises until the Management Fee has historically borne date Tenant is restored to the return to Owner after payment use of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the amount portion of the award payable to Owner has been determined by settlement or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article 10Premises.

Taking. 7.2.1 If If, prior to the Closing Date any part ofthe Property shall be taken by exercise of the power of eminent domain (a "Taking"), then Seller shall promptly notify Purchaser of such fact (a "Taking Notice"). (a) In the event that twenty-five (25%) percent or more ofthe Property is affected by a Taking shall occur during the Operating Term(a "Substantial Taking"), as then Purchaser may, at its election, either (i) terminate this Agreement (1) in its entirety, or (2) solely with respect to the whole of Master Lease and Ground Lease associated with such Taking (but not with respect to the Hotelremaining Master Leases and Ground Leases), or (ii) elect to proceed with Closing in Managerwhich event the provisions of Section I5.2(c) below shall apply. In the event that Purchaser fails to provide written notice of its election within forty-five (45) days following Purchaser's reasonable opinion receipt ofthe Taking Notice, Purchaser shall be deemed to have elected the alternative set forth in Section I5.2(a)(i)(1). In the event that makes it imprudent or unsuitable to use and operate the remaining portion of the Hotel Purchaser delivers a notice oftermination under (1) as aforesaid, then this Agreement shall terminate in accordance with Purchaser's election; and in the Operating Standardevent that Purchaser delivers a notice oftennination under (2) above, the Purchase Price shall be adjusted on a pro-rata basis to reflect that such building is no longer included in this transaction. (b) In the event that twenty-five (25%) percent or more ofanyone building that is subject to any ofthe Master Leases and Ground Leases is affected by a Taking (a "Building Taking"), then Purchaser may at its election, either Owner or Manager may terminate this Contract upon ninety (90) days' notice to the other Party. If the Taking affects only a part of the Hotel or the real property on which it is erected and if the Taking of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right in the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of tenninate this Agreement solely with respect to the Master Lease and Ground Lease associated with such Building Taking (but not with respect to the remaining Master Leases and Ground Leases) or (ii) elect to proceed with closing in which event the provisions ofSection 15 .2( c) below shall apply. IfPurchaser elects to tenninate this Agreement pursuant to this subsection (b )(i), the Purchase Price shall be adjusted on a pro-rata basis to reflect that such building is no longer included in this transaction. In the event that Purchaser fails to provide written notice ofits election within forty-five (45) days following Purchaser's receipt ofthe Taking Notice, Purchaser shall be deemed to have elected the alternative set forth in Section 15.2(b)(i). (c) In the case ofany Taking other than a Substantial Taking or Building Taking, then (i) Purchaser shall not have any right or option to terminate this Agreement in its investmententirety or with respect to anyone building, and this Agreement shall continue in effect, (ii) return on Owner's investment at the Closing Purchaser shall accept the Property subject to date, any Substantial Taking or Building Taking with no abatement ofor credit against the Purchase Price (except as expressly provided in clause (iii) actual loss of income (including Manager's fee income hereunder), and (iv) loss of reasonably anticipated future income (including Manager's fee income hereunderbelow), and (viii) length at the Closing, Seller shall assign and turn over to Purchaser, and Purchaser shall be entitled to receive and keep, all of Seller's interest in and to all awards arising from the unexpired term (Taking as well as any money theretofore received by Seller on account thereof, net ofany expenses actually incurred by Seller, including any renewals) of this Contractreasonable attorneys' fees, and/or (vi) in collecting the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the amount of the award payable to Owner has been determined by settlement or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article 10same.

Taking. 7.2.1 If a Taking shall occur during the Operating Term, as to the whole of the Hotel, or in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining portion of the Hotel in accordance with the Operating Standard, then either Owner or Manager may terminate this Contract upon ninety (90a) days' notice to the other PartyTenant’s Rights. If the Taking affects only a any part of the Hotel or the real property on which it Project (including parking) is erected and if the Taking of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right in the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's taken by right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within eminent domain for a period exceeding ninety (90) days or conveyed in lieu thereof (a “Taking”), and such Taking prevents Tenant from conducting its business from the Premises in a manner reasonably comparable to that conducted immediately before such Taking, then Tenant may terminate this Lease by giving written notice to Landlord within thirty (30) days after such Taking. Upon the amount occurrence of a Taking, Rent shall be abated on a proportionate basis as to that portion of the award payable Premises rendered untenantable by the Taking from the first day of the Taking until such termination. If Tenant does not terminate this Lease, then Rent shall be abated on a proportionate basis as to Owner has been determined that portion of the Premises rendered untenantable by settlement the Taking. If a portion of the Premises or Building are subject to a final judicial determinationTaking and such Taking does not prevent Tenant from conducting its business in a manner reasonably comparable to that conducted immediately before such Taking, either Party may submit the dispute Lease shall remain in full force and effect and Rent shall be adjusted on a proportionate basis from the first day of the Taking. (b) Taking - Landlord’s Rights. If any material portion, but less than all, of the Project or related parking becomes subject to a Taking, or if Landlord is required to pay any of the proceeds received for resolution pursuant a Taking to Article 10Landlord’s Mortgagee, then this Lease, at the option of Landlord or Tenant, exercised by written notice to the other party within thirty (30) days after such Taking, shall terminate and Rent shall be adjusted on a proportionate basis from the first day of the Taking until such termination. If a partial Taking occurs and the Lease does not terminate, Rent shall be adjusted on a proportionate basis from the first day of the taking.

Taking. 7.2.1 (a) If an Event of Taking (other than a Minor Loss) shall have occurred, or the Borrower shall have received written notice from the relevant Governmental Authority having jurisdiction that an Event of Taking (other than a Minor Loss) will occur, the Borrower (i) shall occur during diligently pursue all its rights to compensation against the Operating Termcondemning authority in respect of such Event of Taking and (ii) so long as no Default (other than a Default caused by such Event of Taking) or Event of Default shall have occurred and be continuing, as may, with the written consent of the Administrative Agent, compromise or settle any claim against the condemning authority. The right to compromise or settle any claim against the condemning authority (if a Default or Event of Default shall have occurred and be continuing) is hereby assigned to the whole Administrative Agent and the right to collect all amounts and proceeds (including instruments) payable in respect of an Event of Taking ("Condemnation Proceeds") is hereby assigned to the Collateral Agent, in each case as Collateral for the Obligations, for the benefit of the HotelSecured Parties and the Borrower as set forth in this Agreement. All Condemnation Proceeds (other than for a Minor Loss) shall be paid to the Collateral Agent and the Administrative Agent shall direct the Collateral Agent to (after deducting all reasonable expenses incurred by the Administrative Agent, the Collateral Agent, and the Borrower in litigating, arbitrating, compromising, or in Manager's reasonable opinion that makes it imprudent or unsuitable to use settling any claims against the condemning authority) hold such Condemnation Proceeds as security for the Obligations and operate apply the remaining portion of the Hotel same in accordance with the Operating Standard, then either Owner or Manager provisions of this Section 5.18. The Administrative Agent may terminate this Contract upon ninety (90) days' notice participate in any proceedings relating to any such Event of Taking and the Borrower shall from time to time deliver to the Administrative Agent all instruments requested by either of them to permit such participation. All Condemnation Proceeds with respect to any Minor Loss shall be paid directly to the Borrower. (b) In the case of an Event of Taking (other Party. If than for a Minor Loss), all Condemnation Proceeds shall be applied to pay or reimburse the Taking affects only a part Borrower for the cost of the Hotel or the real property on which it is erected and if the Taking of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder Restoration in accordance with the Operating Standardsame procedures as provided in the UBOC Account Control Agreement with respect to Insurance Proceeds or, this Contract shall if the Borrower is not terminatepermitted to Restore the Pipeline pursuant to Section 5.17, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as Condemnation Proceeds shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnationapplied in accordance with Section 2.10(b). 7.2.2 Manager shall have the right in the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the amount of the award payable to Owner has been determined by settlement or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article 10.

Taking. 7.2.1 If a Taking shall occur during the Operating Term, as to the whole of the HotelPremises is taken, either permanently or temporarily, by eminent domain or condemnation, this Lease shall automatically terminate as of the date title vests in the condemning authority, and Tenant shall pay all Base Rent, Additional Rent, and other payments up to that date. If any part of the Premises is permanently taken, or if access to the Premises by Tenant is, by virtue of a taking, denied, by eminent domain or condemnation, then Landlord shall have the right (to be exercised by written notice to Tenant within sixty (60) days after receipt of notice of said taking) to terminate this Lease from the date when possession is taken thereunder pursuant to such proceeding or purchase. In the event fifteen percent (15%) or more of the rentable area of the Premises is taken, then Tenant shall have the right, exercisable upon written notice to Landlord within thirty (30) days after the date that the area so taken vests with the condemning authority, to terminate this Lease. Despite the foregoing, in Manager's reasonable opinion the event Tenant so delivers a termination notice to Landlord, and Landlord, in its sole discretion, elects to lease other comparable space in the Building that makes it imprudent or unsuitable is located on a floor that is adjacent to use and operate the floor upon which the Premises is located to Tenant to replace a portion of the area so taken, such that the rentable area of the remaining portion of the Hotel in accordance Premises which was not taken, when aggregated with the Operating Standardadditional space that Landlord elects to lease to Tenant in the Building, equals at least eighty five percent (85%) of the rentable area of the Premises that existed prior to the taking, then either Owner or Manager may terminate Tenant’s notice of termination shall be deemed automatically rescinded. If this Contract upon ninety (90) days' notice Lease is not terminated, as aforesaid, then Landlord shall within a reasonable time after title vests in the condemning authority, repair and restore, at Landlord’s expense, the portion not taken so as to render same into an architectural whole to the other Partyfullest extent reasonably possible, and, if any portion of the Premises is taken, thereafter the Base Rent shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken. If there is a temporary taking involving the Taking affects only Premises or Building, if a part taking of other portions of the Hotel Building or the real property on which it is erected and if the Taking of such part Common Areas does not make it unsuitable or imprudentdeny Tenant access to the Building and Premises, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, then this Contract Lease shall not terminate, and Owner shallLandlord shall repair and restore, subject at its own expense, the portion not taken so as to render same into an architectural whole to the applicable provisions fullest extent reasonably possible, and, if any portion of the Credit Agreement and any Succeeding FinancingPremises was taken, undertake such alterations or modifications thereafter the Base Rent shall be reduced (on a per square foot basis) in proportion to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel portion of the type and class immediately preceding such taking or condemnationPremises taken. 7.2.2 Manager shall have the right in the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the amount of the award payable to Owner has been determined by settlement or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article 10.

Taking. 7.2.1 If a Taking shall occur during the Operating Term, as to the whole or a substantial part (as hereinafter defined) of the Hotel, Premises (or in Manager's reasonable opinion that makes it imprudent use or unsuitable to use and operate the remaining portion occupancy of the Hotel in accordance with the Operating StandardPremises) shall be taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose (including sale under threat of such a taking), referred to herein as a “Taking”, then either Owner the terms of this Lease shall cease and terminate as of the date when title vests in such governmental or Manager may terminate this Contract upon ninety quasi-governmental authority, and the rent and additional rent shall be abated on the date when such title vests in such governmental or quasi-governmental authority (90the “Taking Date”). If less than a substantial part of the Premises is taken or condemned by any governmental or quasi-governmental authority for any public or quasi-public use or purpose (including sale under threat of such a taking), the rent and additional rent shall be equitably adjusted (on the basis of the number of square feet before and after such event) days' notice to on the other Partydate when title vests in such governmental or quasi-governmental authority, and the Lease shall otherwise continue in full force and effect. If the Taking affects only taking of a part of the Hotel or Premises materially interferes with Tenant’s ability to continue its business operations in substantially the real property on which it is erected same manner and if space, then Tenant may terminate this Lease as of the Taking of such part does not Date. Tenant shall have no claim against Landlord (or otherwise) and hereby agrees to make it unsuitable or imprudent, in Manager's reasonable opinion, to operate no claim against the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions condemning authority for any portion of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, amount that may be awarded as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit damage as a hotel result of the type and class immediately preceding any governmental or quasi-governmental taking or condemnation (or sale under treat of such taking or condemnation. 7.2.2 Manager shall have the right in the case of a Taking either to institute ) or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose value of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right unexpired term of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual Lease or for loss of income (including Manager's fee income hereunderprofits or moving expenses or for any other claim or cause of action. Notwithstanding anything else in this Section 15(d), (iv) loss Tenant may claim and recover from the condemning authority a separate award for Tenant’s moving expenses, business dislocation damages, personal property and fixtures, the unamortized costs of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including leasehold improvements paid for by Tenant and any renewals) of this Contract, and/or (vi) the proportion other award that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties canwould not agree upon such apportionment within ninety (90) days after the amount of substantially reduce the award payable to Owner has been determined by settlement or a final judicial determinationLandlord. Each party shall seek its own award, either Party may submit as limited above, at its own expense, and neither shall have any right to the dispute for resolution pursuant award made to Article 10the other.

Taking. 7.2.1 If a Taking shall occur during the Operating Term, as to the whole Seller has knowledge of the Hotel, actual or in Manager's reasonable opinion that makes it imprudent threatened taking of all or unsuitable to use and operate the remaining portion of the Hotel in accordance with the Operating Standard, then either Owner or Manager may terminate this Contract upon ninety (90) days' notice to the other Party. If the Taking affects only a any part of the Hotel or the real property on which it is erected and if the Taking Real Property and/or Parking Easement Property by exercise of right of eminent domain, Seller will give Purchaser prompt written notice (a “Condemnation Notice”) of such event. If, on or before the Closing Date, all of the Real Property and/or Parking Easement Property shall be taken or threatened to be taken by exercise of right or eminent domain, or there shall be taken or threatened to be taken so material a part does not make it unsuitable or imprudentthereof that, in Manager's the reasonable opinionjudgment of Purchaser, to operate the remainder in accordance with the Operating Standardtaking does or, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right in the case of a Taking either threatened taking, will, materially interfere with the use of the Hotel, then Purchaser may elect to institute terminate this Agreement by giving Seller Notice to such effect by the earlier to occur of (a) the Closing Date or (b) 15 days after Seller has given Purchaser the Condemnation Notice. If Purchaser elects to intervene in terminate this Agreement pursuant to this Section 13.2, this Agreement shall be deemed null and void (except for those obligations which expressly survive termination), the parties hereto shall have no further obligations to or recourse against each other except as otherwise expressly set forth herein, and the Deposit shall be returned to Purchaser. If Purchaser does not timely elect to terminate this Agreement or if Purchaser is obligated to close because the condemnation does not materially interfere with the use of the Hotel, then the Closing shall take place as herein provided without any available administrative proceeding or judicial action intended abatement of the Purchase Price, and Seller shall, by written instrument at the Closing, assign to determine just compensation for such TakingPurchaser all of Seller’s and/or the Parking Easement Property owner’s right, for the purpose of representing Manager's compensable title and interest in and to any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoymentcondemnation award. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) For purposes of this ContractSection 13.2, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment term “taking” shall include temporary takings in excess of such fee. If the Parties cannot agree upon such apportionment 15 days within ninety (90) days after the amount of the award payable to Owner has been determined by settlement or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article 10365-day period as well as permanent takings.

Taking. 7.2.1 If a Taking shall occur during the Operating Term, as to the whole of the HotelPremises is taken, either permanently or temporarily, by eminent domain or condemnation, this Lease shall automatically terminate as of the date title vests in the condemning authority, and Tenant shall pay all Base Rent, Additional Rent, and other payments up to that date. For purposes of this Lease, any temporary taking which exceeds one hundred eighty (180) consecutive days shall be deemed to be a permanent taking. If fifteen percent (15%) or more of the Premises is permanently taken by eminent domain or condemnation, or if all access to the Premises is, by virtue of a taking by eminent domain or condemnation, denied for a period in Manager's reasonable opinion excess of one hundred eighty (180) consecutive days and substitute access reasonably acceptable to Tenant is not available prior to the end of such period, then Tenant shall have the right (to be exercised by written notice to Landlord within sixty (60) days after receipt of notice of said taking or at any time after the expiration of the 180-day period in which access is denied, as applicable, but in no event after any temporary taking ends) to terminate this Lease from the date when possession was taken thereunder pursuant to such proceeding or purchase. In addition, Tenant shall have the right to terminate this Lease by written notice to Landlord if, as a result of any condemnation or other similar action (i) an amount of the parking spaces in the Parking Facilities are permanently taken, such that makes it imprudent or unsuitable to use and operate the remaining parking available to Tenant and Tenant’s agents therein (including, in the case of a temporary taking only, any parking that may be made available through means of stacking, valet parking and other reasonable substitute parking, which may include off-site parking with a shuttle bus service operated by Landlord for the benefit of Tenant) is less than ninety (90%) of the Parking Allocation granted to Tenant herein, or (ii) access to the Premises from a public right of way to the internal roads of the Project is denied for a period in excess of one hundred eighty (180) consecutive days and substitute access reasonably acceptable to Tenant is not available prior to the end of such period. Tenant agrees that reasonable substitute access will be deemed to exist if a detour involving a different route from any public right of way to the Premises is made available during any period where roadwork of a non-permanent nature is being performed by any applicable governmental or quasi-governmental authority. Landlord and Tenant further agree that the widening or reconfiguration of Kxxxxxx Road or any other road providing access to the Premises, if any, shall not constitute a taking. If Tenant does not elect to terminate this Lease, as aforesaid, then Landlord shall, within a reasonable time after title vests in the condemning authority, repair and restore, at Landlord’s expense, the portion not taken so as to render same into an architectural whole, and, if any portion of the Hotel Premises is taken, thereafter the Rent shall be reduced (on a per square foot basis) in accordance with proportion to the Operating Standardportion of the Premises taken. If there is a temporary taking involving the Premises or Buildings, if a taking of other portions of the Buildings or Common Areas does not deny Tenant access to the Buildings and Premises, or permanently reduce parking in the amount described above, or if less than fifteen percent (15%) of the Premises is permanently taken by eminent domain or condemnation, then either Owner or Manager may terminate this Contract upon ninety (90) days' notice to the other Party. If the Taking affects only a part of the Hotel or the real property on which it is erected and if the Taking of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract Lease shall not terminate, and Owner shallLandlord shall repair and restore, subject at its own expense, the portion not taken so as to render same into an architectural whole, and, if any portion of the Premises was taken, albeit even temporarily, the Rent shall thereafter be reduced (on a per square foot basis) in proportion to the applicable provisions portion of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to Premises taken but solely for the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel period of the type and class immediately preceding such taking or condemnationif the same is not permanent. 7.2.2 Manager shall have the right in the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the amount of the award payable to Owner has been determined by settlement or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article 10.

Taking. 7.2.1 Taking" shall mean and refer to the acquisition or taking of property (or any right, title or interest therein) by any governmental or quasi-governmental authority acting under power of condemnation or eminent domain, and shall encompass contested as well as uncontested takings as long as initiated by the applicable governmental or quasi-governmental authority. If a Taking shall occur during the Operating Term, as to the whole of the HotelPremises is temporarily taken for a period in excess of thirty (30) days, or is permanently taken, in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining portion either case by virtue of a Taking, this Lease shall automatically terminate as of the Hotel date title vests in accordance with the Operating Standardcondemning authority, then either Owner or Manager may terminate this Contract upon ninety (90) days' notice and Tenant shall pay all Base Rent, additional rent, and other payments up to the other Partythat date. If the Taking affects only a part (a) twenty percent (20%) or more of the Hotel or the real property on which it Premises is erected and if the Taking permanently taken by virtue of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotela Taking, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right (b) in the case of a Taking either of less than twenty percent (20%) of the Premises, Tenant is unable to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such make reasonable use of the balance of the Premises remaining after the Taking, as determined by Tenant in its reasonable, good faith discretion, or (c) access to the Building or Premises by Tenant is, by virtue of a Taking, permanently denied, or (d) if free parking is provided for under this Lease (which Tenant acknowledges is not the case as of the date hereof), the parking ratio for the purpose Building is, by virtue of representing Manager's compensable interest in a Taking of any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made parking areas serving the Building, permanently reduced to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment a ratio which fails to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length meet applicable code requirements after taking into account any portion of the unexpired term Building taken and any reasonable substitute parking provided by Landlord in lieu of the parking areas so taken, then Tenant shall have the right (including any renewals) of this Contract, and/or to be exercised by written notice to Landlord within sixty (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (9060) days after receipt of notice of said taking) to terminate this Lease effective upon the amount date when possession of the award payable applicable portion of the Land and/or Building is taken thereunder pursuant to Owner has been such Taking. If Tenant does not elect to terminate this Lease as aforesaid, then Landlord shall diligently, and within a reasonable time, after title vests in the condemning authority, repair and restore, at Landlord's expense, the portion not taken so as to render same into an architectural whole to the extent reasonably practicable, and, if any portion of the Premises is taken, thereafter the Base Rent (and Tenant's Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken. If there is a temporary Taking involving the Premises or Building, or if a Taking of other portions of the Building or common areas does not deny Tenant access to the Building and Premises, or if less than twenty percent (20%) of the Premises is permanently taken by a Taking and Tenant is able to make reasonable use of the balance of the Premises as determined by settlement or Tenant in its reasonable good faith discretion, then this Lease shall not terminate, and Landlord shall, as soon as reasonably practicable thereafter, repair and restore, at its own expense, the portion not taken so as to render same into an architectural whole to the fullest extent reasonably practicable. If any portion of the Premises was permanently taken, then the Base Rent (and Tenant's Share) shall be reduced (on a final judicial determinationper square foot basis) in proportion to the portion of the Premises taken, either Party may submit commencing on the dispute date Tenant is deprived of the use of such portion of the Premises. If any portion of the Premises was temporarily taken, then the Base Rent (and Tenant's Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken for resolution pursuant the period of such temporary taking, that is, from the date upon which Tenant is deprived of the use of such portion of the Premises until the date Tenant is restored to Article 10the use of such portion of the Premises.

Taking. 7.2.1 (a) If a Taking of all or substantially all of the Premises occurs, then this Lease shall occur during terminate as of the Operating TermVesting Date. If there is a Taking of less than substantially all of the Premises, as then this Lease shall terminate on the Vesting Date with respect to the whole portion so taken. (b) If there is a Taking of the Hotel, or in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining portion of the Hotel in accordance with the Operating Standard, then either Owner or Manager may terminate this Contract upon ninety (90) days' notice to the other Party. If the Taking affects only a part of the Hotel Complex but none of or less than substantially all of the real property on Premises, Landlord may elect to terminate this Lease if (i) there is any Taking occurring during the last two (2) years of the Term; or (ii) in Landlord's reasonable judgment, it shall not be economically feasible to restore and replace the Building, the Premises, the Common Areas, the Complex or part thereof, to tenantable condition capable of being operated as a mixed use complex in an economical manner. If Landlord elects to terminate this Lease pursuant to this Section, Landlord shall, within one hundred twenty (120) days of the Taking, give notice to Tenant, and the Term shall expire as of the last day of the calendar month in which it such Notice is erected and if the given. (c) If there is a Taking of such part does not make it unsuitable or imprudentmore than thirty-three (33%) of the Square Feet of the Premises, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shallTenant, subject to the applicable provisions Landlord's lenders' requirements, may elect to terminate this Lease if, by reason of the Credit Agreement Taking there is a prohibition of the use of the Premises for Tenant's actual permitted use thereof. If Tenant elects to terminate this Lease pursuant to this Section, Tenant shall, within one hundred twenty (120) days of the Taking, give Notice to Landlord, and the Term shall expire and come to an end as of the last day of the calendar month in which such Notice is given. (d) If there is a Taking, then commencing on the Vesting Date, Base Rent shall be the product of (i) Base Rent immediately preceding the Taking, and (ii) a fraction, the numerator of which shall be the number of Square Feet within the Premises remaining after the Taking, and the denominator of which shall be the number of Square Feet within the Premises immediately preceding the Taking. (e) Tenant shall not be entitled to and hereby waives any Succeeding Financingand all claims against Landlord for any compensation or damage for loss of use of the Premises, undertake such alterations or modifications to the Hotel, Common Areas or any part portion thereof, as shall for any interruption of services required to be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking provided by Landlord hereunder, and/or for any inconvenience or condemnationannoyance resulting from any damage, destruction, repair or restoration. 7.2.2 Manager shall have the right (f) All compensation awarded or paid in the case respect of a Taking either shall belong to institute and be the property of Landlord without any participation by Tenant. Nothing herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority in such condemnation proceeding for moving expenses; any fixtures or to intervene in equipment owned by Tenant; and the unamortized cost of Tenant's improvements, provided that no such claim shall (x) diminish or otherwise adversely affect Landlord's award or the award of any available administrative proceeding Fee Mortgagee, or judicial action intended to determine just compensation for such Taking, (y) include any value for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of leasehold estate created hereby or the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the amount of the award payable to Owner has been determined by settlement or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article 10Lease.

Taking. 7.2.1 If a Taking shall occur during the Operating Term, as to the whole of the HotelPremises shall be taken for any public or quasi-public use under any statute or by right of eminent domain (hereinafter referred to as "taking"), or in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining portion then this Lease shall automatically terminate as of the Hotel in accordance date that possession is taken by the taking authority. 7.2.2 If there is a partial taking of the Premises, then, to the extent of the net taking award recovered by Landlord, Landlord shall promptly and with due diligence restore the Operating StandardPremises or what may-remain thereof to an economically operable facility substantially comparable to their condition prior to such taking subject to the following: 7.2.2.1 If such partial taking completely deprives Tenant of all access to the Premises, Tenant may terminate this Lease by notice given to Landlord within thirty (30) days of such partial taking; or, if such partial taking reduced the floor area of the building on the Premises by more than twenty percent (20%) or reduces the parking area on the Premises by more than twenty percent (20%), then either Owner or Manager party may terminate this Contract upon ninety Lease by notice given to the other within thirty (9030) days' days after such partial taking and effective thirty (30) days after such notice is received by the other party; except that such termination by Landlord shall be ineffective if Tenant shall extend the Term pursuant to Section 11.1 or shall elect to expand pursuant to Section 11.2 or purchase the Premises pursuant to Section 11.5 (in the latter case, the entire taking award shall be assigned to Tenant). If this Lease is so terminated, the termination shall be effective as of the date that possession is taken by the taking authority. 7.2.2.2 If the Premises are not, in fact, restored as provided in the introductory paragraph to this Section 7.2.2 within nine (9) months from the date when the taking authority takes possession of the part of the Premises so taken, Tenant may terminate this Lease, at any time following such nine (9) month period until the Premises are so restored, by written notice given to Landlord specifying a termination date thirty (30) days after such notice is received by Landlord, provided, however, that such termination shall not be effective if the Premises are in fact so restored before the expiration of such 30-day period. 7.2.2.3 If, during the last year of the Term more than ten percent (10%) of the floor area of the building on the Premises or more than twenty percent (20%) of the parking area on the Premises is so partially taken, either party shall have the right to terminate this Lease by notice to the other Party. If the Taking affects only a part of the Hotel or the real property on which it is erected and if the Taking of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right in the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: given within thirty (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (9030) days after the amount date of such partial taking and effective thirty (30) days after such notice is received by the other party; except that any such termination by Landlord shall be ineffective if Tenant shall forthwith extend the Term pursuant to Section 11.1 or shall elect to expand pursuant to Section 11.2 or purchase the Premises pursuant to Section 11.5 (in the latter case, the entire taking award shall be assigned to Tenant). 7.2.2.4 If this Lease is not terminated as provided in this Section 7.2.2, a just proportion of the award payable Fixed Rent and Additional Rent shall be suspended or abated, according to Owner has been determined the nature and extent of the partial taking from the date that the taking authority takes possession or when Tenant is deprived of its practical use of the Premises, whichever occurs first, to the date that Tenant's use of the Premises shall be so restored, and thereafter a just proportion of the Fixed Rent and Additional Rent shall be abated for the balance of the Term according to the nature and extent of such partial taking. 7.2.3 Landlord reserves to itself all rights to receive all awards, damages and compensation accruing by settlement reason of any taking referred to in Section 7.2, except as otherwise provided in such Section, and Tenant hereby releases and assigns to Landlord all such rights, except for such awards, damages or a final judicial determinationcompensation as may be separately awarded for Tenant's personal property, either Party may submit the dispute for resolution pursuant to Article 10trade fixtures and moving expenses.

Taking. 7.2.1 (a) If a Taking shall occur during the Operating Term, as to the whole of the HotelPremises is temporarily taken for a period in excess of thirty (30) days, or is permanently taken, in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining portion either case by virtue of a Taking, this Lease shall automatically terminate as of the Hotel date title vests in accordance with the Operating Standardcondemning authority, then either Owner and Tenant shall pay all Base Rent, additional rent, and other payments up to that date. (b) If(a) twenty percent (20%) or Manager may terminate this Contract upon ninety (90) days' notice to the other Party. If the Taking affects only a part more of the Hotel or the real property on which it Premises is erected and if the Taking permanently taken by virtue of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotela Taking, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right (b) in the case of a Taking either ofless than twenty percent (20%) of the Premises, Tenant is unable to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such make reasonable use of the balance of the Premises remaining after the Taking, as determined by Tenant in its reasonable, good faith discretion, or (c) access to the Xxx ding or Premises by Tenant is, by virtue of a Taking, permanently denied, or (d) the parking ratio for the purpose Building is, by virtue of representing Manager's compensable interest a Taking of any parking areas serving the Building, permanently ~educed to a ratio which fails to meet applicable code requirements after taking into account any portion of the Building taken and any reasonable substitute parking provided by Landlord in lieu ofthe.parking areas so taken, or the actual parking ratio available to Tenant as required under this Lease after such Taking is reduced by more than twenty percent (20%) (again taking into account any award therefor arising from this Contract and more specifically from Manager's right reasonable substitute parking provided by Landlord in lieu of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunderparking areas so taken), then Landlord and Tenant shall each have the right (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to be exercised by written notice to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment other within ninety (90) days after receipt of notice of said taking) to terminate this Lease effective upon the amount date when possession of the award payable applicable portion of the Land and/or Building is taken thereunderpursuantto such Taking. (c) If neither party elects to Owner has been determined by settlement terminate this Lease, as aforesaid, then Landlord shall diligently and within a reasonable time (not to exceed 180 days in the aggregate) after title ests in the condemning authority, repair and restore, at Landlord's expense, the portion not taken so as to render same into an architectural whole to the extent reasonably practicable, and, if any portion of the Premises is taken, thereafter the Base Rent (and Tenant's Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken. (d) If there is a temporary Taking involving the Premises or Building, or if a final judicial determination, either Party may submit Taking of other portions of the dispute for resolution pursuant Building or common areas does not deny Tenant access to Article 10.the 56

Taking. 7.2.1 If a Taking shall occur during the Operating Term, as to In case the whole of the HotelPremises, or in Manager's reasonable opinion that makes it imprudent or unsuitable to such part thereof as shall substantially interfere with Tenant’s use and operate occupancy thereof, shall be taken by any lawful power or authority by exercise of the remaining right of eminent domain, or sold to prevent such taking, within sixty (60) days after receipt of notice of such taking, either Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority. If such portion of the Hotel Building or Project is so taken or sold so as to require, in accordance with the Operating Standardopinion of Landlord, then either Owner a substantial alteration or Manager reconstruction of the remaining portions thereof, or which renders the Building or Project economically inviable for its use as presently intended, or requires cancellation of substantially all tenant leases in the Building, this Lease may terminate this Contract upon ninety (90) days' be terminated by Landlord, as of the date of the vesting of title under such taking or sale, by written notice to Tenant within sixty (60) days following notice to Landlord of the other Partydate on which said vesting will occur. Except as provided herein, Tenant shall not because of such taking assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant. If the Taking affects only a part amount of property or the type of estate taken shall not substantially interfere with Tenant’s use of the Hotel or the real property on which it is erected and if the Taking of such part does not make it unsuitable or imprudentPremises, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract Landlord shall not terminate, and Owner shall, subject be entitled to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right in the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the entire amount of the award payable without deduction for any estate or interest of Tenant. In such event, Landlord shall promptly proceed to Owner has been determined restore the Premises to substantially their condition prior to such partial taking, and the rent shall be abated in proportion to the time during which, and to the part of the Premises of which, Tenant shall be so deprived on account of such taking and restoration. Notwithstanding the foregoing, during any rent abatement under this Lease, Tenant shall continue to be obligated to pay Landlord Additional Rent for all services and utilities provided to and used by settlement Tenant during the period of the rent abatement. Nothing contained in this Article 13 shall be deemed to give Landlord any interest in, or a final judicial determinationprevent Tenant from seeking any award against the taking authority for, either Party may submit the dispute taking of personal property and fixtures belonging to Tenant or for resolution pursuant to Article 10relocation or business interruption expenses recoverable from the taking authority.

Taking. 7.2.1 If a Taking shall occur during the Operating Term, as to In case the whole of the HotelPremises, or in Managersuch part thereof as shall substantially interfere with Tenant's reasonable opinion that makes it imprudent or unsuitable to use and operate occupancy thereof, shall be taken by any lawful power or authority by exercise of the remaining right of eminent domain, or sold to prevent such taking, within sixty (60) days of receipt of notice of such taking, either Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority. If such portion of the Hotel Building or Project is so taken or sold so as to require, in accordance with the Operating Standardopinion of Landlord, then either Owner a substantial alteration or Manager may terminate this Contract upon ninety (90) days' notice to the other Party. If the Taking affects only a part reconstruction of the Hotel remaining portions thereof, or which renders the real property on which it is erected and if Building or Project economically unviable for its use as presently intended, or requires cancellation of substantially all tenant leases in the Taking of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating StandardBuilding, this Contract shall not terminateLease may be terminated by Landlord, and Owner shall, subject to the applicable provisions as of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel date of the type and class immediately preceding vesting of title under such taking or condemnation. 7.2.2 Manager sale, by written notice to Tenant within sixty (60) days following notice to Landlord of the date on which said vesting will occur. Except as provided herein, Tenant shall have not because of such taking assert any claim against Landlord or the right in taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the case entire amount of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable without deduction for any estate or interest of Manager Tenant. In the event, the amount of property or the type of estate taken shall not substantially interfere with Tenant' s use of the Premises, Landlord shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne entitled to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the entire amount of the award payable without deduction for any estate or interest of Tenant. In such event, Landlord shall promptly proceed to Owner has been determined by settlement restore the Premises to substantially their condition prior to such partial taking, and the rent shall be abated in proportion to the time during which, and to the part of the Premises of which, Tenant shall be so deprived on account of such taking and restoration. Nothing contained in this Article 11 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the taking authority for, the taking of personal property and fixtures belonging to Tenant or for relocation or business interruption expenses recoverable from the taking authority. Nothing in this paragraph shall prohibit Tenant from making a final judicial determination, either Party may submit claim on its behalf against any public authority for damages Tenant incurs as a result of a taking or exercise of the dispute for resolution pursuant to Article 10right of eminent domain.

Taking. 7.2.1 If a Taking shall occur during the Operating TermIf, as prior to the whole of the Hotel, or in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining portion of the Hotel in accordance with the Operating Standard, then either Owner or Manager may terminate this Contract upon ninety (90) days' notice to the other Party. If the Taking affects only a Closing Date any part of the Hotel Real Property shall be taken by exercise of the power of eminent domain or the real property on which it is erected and if the Taking Seller receives notice that such a taking shall take place (a “Taking”), then Seller shall promptly notify Purchaser of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel fact (a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation“Taking Notice”). 7.2.2 Manager shall have the right in (a) In the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such other than a Material Taking, as hereinafter defined, this Agreement shall continue in full force and effect and there shall be no abatement of the Purchase Price. Seller shall be relieved, however, of its duty to convey title to the portion of the Real Property so taken, but Seller shall, on the Closing Date, assign to Purchaser all rights and claims to any awards arising therefrom as well as any money theretofore received by Seller on account thereof, net of any expenses actually incurred by Seller, including attorneys’ fees, in collecting the same. (b) In the case of a Taking which includes more than five percent (5%) of the Lot, reduces the area of the Building below 180,000 gross square feet, reduces by at least five percent (5%) the number of parking spaces in the Proposed Project, or otherwise reduces or materially interferes with the use of the Real Property for the purpose of representing Manager's compensable interest in any award therefor arising from Proposed Project (each a “Material Taking”), Purchaser shall have the right to terminate this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, Agreement by delivering notice of such factors as: (i) recoupment by Owner of its investment, (ii) return termination to Seller on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length or before the earlier of the unexpired term Closing Date or the date twenty (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (9020) days after it receives the amount Taking Notice. In the event that Purchaser fails to exercise such termination right within such twenty (20) day (or shorter) period, Purchaser shall be deemed to have waived such termination right, in which event the provisions of Section 14.1(a) shall apply to such Taking. In the event that Purchaser delivers a notice of termination as aforesaid, then this Agreement shall terminate, the Title Company shall refund the Deposit plus any accrued interest to Purchaser, whereupon neither party shall have any further liabilities, rights or obligations under this Agreement except for those which expressly survive the termination of this Agreement. Notwithstanding the foregoing, in the event that a Taking occurs which prohibits the Improvements and/or the Proposed Project from being constructed, maintained, and used on the Lot, the Purchaser shall be deemed to have duly delivered a notice of termination of this Agreement as required hereunder, in the absence of a contrary notice from the Purchaser on or before the earlier of the award payable to Owner has been determined by settlement Closing Date or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article date that is ten (10) days after it receives the Taking Notice.

Taking. 7.2.1 If a Taking shall occur during the Operating Term, as to In case the whole of the HotelPremises, or in Managersuch part thereof as shall substantially interfere with Tenant's reasonable opinion that makes it imprudent or unsuitable to use and operate occupancy thereof, shall be taken by any lawful power or authority by exercise of the remaining right of eminent domain, or sold to prevent such taking, within sixty (60) days of receipt of notice of such taking, either Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority. If such portion of the Hotel Building or Project is so taken or sold so as to require, in accordance with the Operating Standardopinion of Landlord, then either Owner a substantial alteration or Manager may terminate this Contract upon ninety (90) days' notice to the other Party. If the Taking affects only a part reconstruction of the Hotel remaining portions thereof, or which renders the real property on which it is erected and if Building or Project economically unviable for its use as presently intended, or requires cancellation of substantially all tenant leases in the Taking of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating StandardBuilding, this Contract shall not terminateLease may be terminated by Landlord, and Owner shall, subject to the applicable provisions as of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel date of the type and class immediately preceding vesting of title under such taking or condemnation. 7.2.2 Manager sale, by written notice to Tenant within sixty (60) days following notice to Landlord of the date on which said vesting will occur. Except as provided herein, Tenant shall have not because of such taking assert any claim against Landlord or the right in taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the case entire amount of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable without deduction for any estate or interest of Manager Tenant. In the event, the amount of property or the type of estate taken shall not substantially interfere with Tenant's use of the Premises, Landlord shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne entitled to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the entire amount of the award payable without deduction for any estate or interest of Tenant. In such event, Landlord shall promptly proceed to Owner has been determined by settlement restore the Premises to substantially their condition prior to such partial taking, and the rent shall be abated in proportion to the time during which, and to the part of the Premises of which, Tenant shall be so deprived on account of such taking and restoration. Nothing contained in this Article 11 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the taking authority for, the taking of personal property and fixtures belonging to Tenant or for relocation or business interruption expenses recoverable from the taking authority. Nothing in this paragraph shall prohibit Tenant from making a final judicial determination, either Party may submit claim on its behalf against any public authority for damages Tenant incurs as a result of a taking or exercise of the dispute for resolution pursuant to Article 10right of eminent domain.

Taking. 7.2.1 If a Taking shall occur during the Operating Term, as to In case the whole of the HotelPremises, or in Manager's reasonable opinion that makes it imprudent or unsuitable to such part thereof as shall substantially interfere with Tenant’s use and operate occupancy thereof, shall be taken by any lawful power or authority by exercise of the remaining right of eminent domain, or sold to prevent such taking, within sixty (60) days after receipt of notice of such taking, either Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority. If such portion of the Hotel Building or Project is so taken or sold so as to require, in accordance with the Operating Standardopinion of Landlord, then either Owner a substantial alteration or Manager reconstruction of the remaining portions thereof, or which renders the Building or Project economically unviable for its use as presently intended, or requires cancellation of tenant leases representing substantially all of the Building, this Lease may terminate this Contract upon ninety (90) days' be terminated by Landlord, as of the date of the vesting of title under such taking or sale, by written notice to Tenant within sixty (60) days following notice to Landlord of the other Partydate on which said vesting will occur. Except as provided herein, Tenant shall not because of such taking assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant. If the Taking affects only a part amount of property or the type of estate taken shall not substantially interfere with Tenant’s use of the Hotel or the real property on which it is erected and if the Taking of such part does not make it unsuitable or imprudentPremises, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract Landlord shall not terminate, and Owner shall, subject be entitled to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right in the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the entire amount of the award payable without deduction for any estate or interest of Tenant. In such event, Landlord shall promptly proceed to Owner has been determined restore the Premises to substantially their condition prior to such partial taking, and the rent shall be abated in proportion to the time during which, and to the part of the Premises of which, Tenant shall be so deprived on account of such taking and restoration. Notwithstanding the foregoing, during any rent abatement under this Lease, Tenant shall continue to be obligated to pay Landlord Additional Rent for all services and utilities provided to and used by settlement Tenant during the period of the rent abatement. Nothing contained in this Article 13 shall be deemed to give Landlord any interest in, or a final judicial determinationprevent Tenant from seeking any award against the taking authority for, either Party may submit the dispute taking of personal property and fixtures belonging to Tenant or for resolution pursuant to Article 10relocation or business interruption expenses recoverable from the taking authority.

Taking. 7.2.1 Taking" shall mean and refer to the acquisition or taking of property (or any right, title or interest therein) by any governmental or quasi-governmental authority acting under power of condemnation or eminent domain, and shall encompass contested as well as uncontested takings as long as initiated by the applicable governmental or quasi-governmental authority. If a Taking shall occur during the Operating Term, as to the whole of the HotelPremises is temporarily taken for a period in excess of thirty (30) days, or is permanently taken, in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining portion either case by virtue of a Taking, this Lease shall automatically terminate as of the Hotel date title vests in accordance with the Operating Standardcondemning authority, then either Owner or Manager may terminate this Contract upon ninety (90) days' notice and Tenant shall pay all Base Rent, additional rent, and other payments up to the other Partythat date. If the Taking affects only a part (a) twenty percent (20%) or more of the Hotel or the real property on which it Premises is erected and if the Taking permanently taken by virtue of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotela Taking, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right (b) in the case of a Taking either of less than twenty percent (20%) of the Premises, Tenant is unable to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such make reasonable use of the balance of the Premises remaining after the Taking, as determined by Tenant in its reasonable, good faith discretion, or (c) access to the Building or Premises by Tenant is, by virtue of a Taking, permanently denied, or (d) if free parking is provided for under this Lease, the parking ratio for the purpose Building is, by virtue of representing Manager's compensable interest in a Taking of any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made parking areas serving the Building, permanently reduced to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment a ratio which fails to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length meet applicable code requirements after taking into account any portion of the unexpired term Building taken and any reasonable substitute parking provided by Landlord in lieu of the parking areas so taken, then Landlord and Tenant shall each have the right (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to be exercised by written notice to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment other within ninety sixty (9060) days after receipt of notice of said taking) to terminate this Lease effective upon the amount date when possession of the award payable applicable portion of the Land and/or Building is taken thereunder pursuant to Owner has been such Taking. If neither party elects to terminate this Lease, as aforesaid, then Landlord shall diligently, and within a reasonable time (not to exceed one hundred eighty (180) days subject to Force Majeure not to exceed thirty (30) days in the aggregate), after title vests in the condemning authority, repair and restore, at Landlord's expense, the portion not taken so as to render same into an architectural whole to the extent reasonably practicable, and, if any portion of the Premises is taken, thereafter the Base Rent (and Tenant's Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken. If there is a temporary Taking involving the Premises or Building, or if a Taking of other portions of the Building or Common Areas does not deny Tenant access to the Building and Premises, or if less than twenty percent (20%) of the Premises is permanently taken by a Taking and Tenant is able to make reasonable use of the balance of the Premises as determined by settlement or Tenant in its reasonable good faith discretion, then this Lease shall not terminate, and Landlord shall, as soon as reasonably practicable thereafter (and in all events within one hundred eighty (180) days thereafter subject to Force Majeure not to exceed thirty (30) days in the aggregate), repair and restore, at its own expense, the portion not taken so as to render same into an architectural whole to the fullest extent reasonably practicable. If any portion of the Premises was permanently taken, then the Base Rent (and Tenant's Share) shall be reduced (on a final judicial determinationper square foot basis) in proportion to the portion of the Premises taken, either Party may submit commencing on the dispute date Tenant is deprived of the use of such portion of the Premises. If any portion of the Premises was temporarily taken, then the Base Rent (and Tenant's Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken for resolution pursuant the period of such temporary taking, that is, from the date upon which Tenant is deprived of the use of such portion of the Premises until the date Tenant is restored to Article 10the use of such portion of the Premises.

Taking. 7.2.1 If (i) the entire Premises; (ii) so much of the Premises as renders the balance unusable by Tenant; or (iii) so much of the Building apart from the Premises as renders the Premises unusable by Tenant, shall be taken by condemnation, sale in lieu of condemnation or in any other manner for any public or quasi-public purpose (collectively "Condemnation"), this Lease shall terminate on the date that title or possession to the Premises is taken by the condemning authority, whichever is earlier (the "Date of Taking"). If a Taking shall occur during the Operating Term, as to the whole of the Hotel, or in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining material portion of the Hotel in accordance with Project other than the Operating Standard, then either Owner or Manager may Premises shall be taken by Condemnation which does not automatically terminate this Contract upon ninety (90) days' notice Lease pursuant to the other Party. If the Taking affects only a part of the Hotel or the real property on which it is erected and if the Taking of such part does not make it unsuitable or imprudentforegoing sentence, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager Landlord shall have the right in right, exercisable by written notice to Tenant delivered by the case thirtieth (30th) day after the Date of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for to terminate this Lease. If a portion of the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that Premises shall be taken by Condemnation which does not recognize automatically terminate this Lease pursuant to the separate compensable interest first sentence of Manager this Section 10.1. this Lease shall automatically terminate as to such portion of the Premises taken, if any, on the Date of Taking, Rent payable hereunder that is computed based on the area of the Premises shall be apportioned between the Parties adjusted in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return amount of space taken, and Landlord shall have the right, exercisable by written notice to Owner after payment of such fee. If the Parties cannot agree upon such apportionment Tenant delivered within ninety thirty (9030) days after the amount Date of Taking, to terminate this Lease as to the remainder of the award payable to Owner has been determined by settlement or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article 10Premises.

Taking. 7.2.1 (a) If a Taking of all or substantially all of the Premises occurs, then this Lease shall occur during terminate as of the Operating TermVesting Date. If there is a Taking of less than substantially all of the Premises, as then this Lease shall terminate on the Vesting Date with respect to the whole portion so taken. (b) If there is a Taking of the Hotel, or in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining portion of the Hotel in accordance with the Operating Standard, then either Owner or Manager may terminate this Contract upon ninety (90) days' notice to the other Party. If the Taking affects only a part of the Hotel Complex but none of or less than substantially all of the real property on Premises, Landlord may elect to terminate this Lease if (i) there is any Taking occurring during the last two (2) years of the Term; or (ii) in Landlord’s reasonable judgment, it shall not be economically feasible to restore and replace the Building, the Premises, the Common Areas, the Complex or part thereof, to tenantable condition capable of being operated as a mixed use complex in an economical manner. If Landlord elects to terminate this Lease pursuant to this Section, Landlord shall, within one hundred twenty (120) days of the Taking, give notice to Tenant, and the Term shall expire and come to an end as of the last day of the calendar month in which it such notice is erected and if the given. (c) If there is a Taking of such part does not make it unsuitable or imprudentless than substantially all of the Premises, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shallTenant, subject to the applicable provisions Landlord’s lenders’ requirements, may elect to terminate this Lease if, by reason of the Credit Agreement Taking (i) more than thirty-three percent (33%) of the Square Feet within the Premises shall be taken; (ii) there is a prohibition of the use of the Premises for Tenant’s actual permitted use thereof; or (iii) there is any Taking of the Premises occurring during the last two (2) years of the Term. If Tenant elects to terminate this Lease pursuant to this Section, Tenant shall, within one hundred twenty (120) days of the Taking, give notice to Landlord, and the Term shall expire and come to an end as of the last day of the calendar month in which such notice is given. (d) If there is a Taking, then commencing on the Vesting Date, Base Rent shall be the product of (i) Base Rent immediately preceding the Taking, and (ii) a fraction, the numerator of which shall be the number of Square Feet within the Premises remaining after the Taking, and the denominator of which shall be the number of Square Feet within the Premises immediately preceding the Taking. (e) Tenant shall not be entitled to and hereby waives any Succeeding Financingand all claims against Landlord for any compensation or damage for loss of use of the Premises, undertake such alterations or modifications to the Hotel, Common Areas or any part portion thereof, as shall for any interruption of services required to be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking provided by Landlord hereunder, and/or for any inconvenience or condemnationannoyance resulting from any damage, destruction, repair or restoration. 7.2.2 Manager shall have the right (f) All compensation awarded or paid in the case respect of a Taking either shall belong to institute and be the property of Landlord without any participation by Tenant. Nothing herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority in such condemnation proceeding for moving expenses; any fixtures or to intervene in equipment owned by Tenant; and the unamortized cost of Tenant’s betterments and improvements, provided that no such claim shall (x) diminish or otherwise adversely affect Landlord’s award or the award of any available administrative proceeding Fee Mortgagee, or judicial action intended to determine just compensation for such Taking, (y) include any value for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of leasehold estate created hereby or the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the amount of the award payable to Owner has been determined by settlement or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article 10Lease.

Taking. 7.2.1 If a Taking shall occur during In the Operating Term, as to the whole event that Seller has knowledge through receipt of written notice of the Hotel, actual or in Manager's reasonable opinion that makes it imprudent threatened taking of all or unsuitable to use and operate the remaining portion of the Hotel in accordance with the Operating Standard, then either Owner or Manager may terminate this Contract upon ninety (90) days' notice to the other Party. If the Taking affects only a any part of the Hotel or the real property on which it is erected and if the Taking Owned Real Property by exercise of right of eminent domain, Seller will give Purchaser prompt written notice (a "Condemnation Notice") of such event. If, on or before the Closing Date, all of the Owned Real Property shall be taken or threatened to be taken by exercise of right of eminent domain, or there shall be taken or threatened to be taken so material a part does not make it unsuitable or imprudentthereof that, in Manager's the reasonable opinionjudgment of Purchaser, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hoteltaking does, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right in the case of a Taking either threatened taking will, materially interfere with the operation of the Business, then Purchaser may terminate this Agreement and abandon the transactions contemplated hereby pursuant to institute Section 14.01(g) by giving Seller written notice to such effect by the earlier of (i) the then-scheduled Closing Date or (ii) 30 days after Seller has given Purchaser the Condemnation Notice. If Purchaser does not timely elect to intervene terminate this Agreement and abandon the transactions contemplated hereby or if Purchaser is obligated to close because the condemnation does not materially interfere with the operation of the Business (and provided neither Party has otherwise properly terminated this Agreement and abandoned the transactions contemplated hereby in accordance with Section 14.01), then the Closing shall take place as herein provided without any available administrative proceeding abatement of the Consideration, and Seller shall, pursuant to Section 2.07, assign to Purchaser all of Seller's right, title and interest in and to any condemnation award; provided, however, such award will not be treated as Transferred Cash or judicial action intended Working Capital (except to determine just the extent, if any, that the Assets and Properties in respect of which the award is paid or payable would have been so treated). For purposes of this Section 13.02, the term "taking" shall include temporary as well as permanent takings, and a taking shall not be deemed "threatened" unless and until a fund for the payment of the anticipated compensation for such Taking, for the purpose taking shall have been appropriated or some official action with respect to such taking shall have been taken by a governmental body possessing powers of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the amount of the award payable to Owner has been determined by settlement or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article 10eminent domain.

Taking. 7.2.1 If there shall be a Taking shall occur during the Operating Term, as to the whole total taking of the HotelBuilding in condemnation proceedings or by any right of eminent domain, this Lease and the Term and estate hereby granted shall terminate as of the date of taking of possession by the condemning authority and all Base Rent and Additional Rent under Article 4 shall be prorated and paid as of such termination date. If there shall be a taking of (x) at least forty percent (40%) of the Building or (y) any material (in Manager's Landlord’s reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining judgment) portion of the Hotel in accordance with Land or the Operating StandardBuilding, including at least forty percent (40%) of the Premises, then in either Owner or Manager such case Landlord may terminate this Contract upon ninety (90) days' Lease and the Term and estate granted hereby by giving notice to the other Party. If the Taking affects only a part of the Hotel or the real property on which it is erected and if the Taking of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right in the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: Tenant within sixty (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (9060) days after the amount date of taking of possession by the condemning authority, provided that Landlord shall concurrently terminate the leases covering at least 75% of the award payable rentable area of the Building (including the Premises). If there shall be a taking of the Premises of such scope (but in no event less than forty percent (40%) of the Premises) that the untaken part of the Premises would in Tenant’s reasonable judgment be uneconomic to Owner has been determined operate, then Tenant may terminate this Lease and the Term and estate granted hereby by settlement giving notice to Landlord within sixty (60) days after the date of taking of possession by the condemning authority. If either Landlord or Tenant shall give a final judicial determinationtermination notice as aforesaid, either Party may submit then this Lease and the dispute Term and estate granted hereby shall terminate as of the date of such notice and all Base Rent and Additional Rent under Article 4 shall be prorated and paid as of such termination date. In the event of a taking of the Premises which does not result in the termination of this Lease (i) the Term and estate hereby granted with respect to the taken part of the Premises shall terminate as of the date of taking of possession by the condemning authority and all Base Rent and Additional Rent under Article 4 shall be appropriately abated for resolution the period from such date to the Expiration Date and (ii) Landlord shall perform the work required to be performed by Landlord pursuant to Article 10Section 23.04 of this Lease. “Condemnation” shall mean a total or partial taking in condemnation or by right of eminent domain.

Taking. 7.2.1 (a) If a Taking of all or substantially all of the Premises occurs, then this Lease shall occur during terminate as of the Operating TermVesting Date. If there is a Taking of less than substantially all of the Premises, as then this Lease shall terminate on the Vesting Date with respect to the whole portion so taken. (b) If there is a Taking of the Hotel, or in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining portion of the Hotel in accordance with the Operating Standard, then either Owner or Manager may terminate this Contract upon ninety (90) days' notice to the other Party. If the Taking affects only a part of the Hotel Complex but none of or less than substantially all of the real property on Premises, Landlord may elect to terminate this Lease if (i) there is any Taking occurring during the last two (2) years of the Term; or (ii) in Landlord’s reasonable judgment, it shall not be economically feasible to restore and replace the Building, the Premises, the Common Areas, the Complex or part thereof, to tenantable condition capable of being operated as a mixed use complex in an economical manner. If Landlord elects to terminate this Lease pursuant to this Section, Landlord shall, within one hundred twenty (120) days of the Taking, give notice to Tenant, and the Term shall expire as of the last day of the calendar month in which it such Notice is erected and if the given. (c) If there is a Taking of such part does not make it unsuitable or imprudentmore than thirty-three (33%) of the Square Feet of the Premises, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shallTenant, subject to the applicable provisions Landlord’s lenders’ requirements, may elect to terminate this Lease if, by reason of the Credit Agreement Taking there is a prohibition of the use of the Premises for Tenant’s actual permitted use thereof. If Tenant elects to terminate this Lease pursuant to this Section, Tenant shall, within one hundred twenty (120) days of the Taking, give Notice to Landlord, and the Term shall expire and come to an end as of the last day of the calendar month in which such Notice is given. (d) If there is a Taking, then commencing on the Vesting Date, Base Rent shall be the product of (i) Base Rent immediately preceding the Taking, and (ii) a fraction, the numerator of which shall be the number of Square Feet within the Premises remaining after the Taking, and the denominator of which shall be the number of Square Feet within the Premises immediately preceding the Taking. (e) Tenant shall not be entitled to and hereby waives any Succeeding Financingand all claims against Landlord for any compensation or damage for loss of use of the Premises, undertake such alterations or modifications to the Hotel, Common Areas or any part portion thereof, as shall for any interruption of services required to be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking provided by Landlord hereunder, and/or for any inconvenience or condemnationannoyance resulting from any damage, destruction, repair or restoration. 7.2.2 Manager shall have the right (f) All compensation awarded or paid in the case respect of a Taking either shall belong to institute and be the property of Landlord without any participation by Tenant. Nothing herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority in such condemnation proceeding for moving expenses; any fixtures or to intervene in equipment owned by Tenant; and the unamortized cost of Tenant’s improvements, provided that no such claim shall (x) diminish or otherwise adversely affect Landlord’s award or the award of any available administrative proceeding Fee Mortgagee, or judicial action intended to determine just compensation for such Taking, (y) include any value for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of leasehold estate created hereby or the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the amount of the award payable to Owner has been determined by settlement or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article 10Lease.

Taking. 7.2.1 If a Taking shall occur during the Operating TermSection 1. If, as prior to the whole expiration of the Hotelterm hereof, all or in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining portion substantially all of the Hotel in accordance with Demised Premises shall be taken under the Operating Standardpower of eminent domain, then either Owner or Manager may this Lease and the term thereof shall cease and terminate this Contract upon ninety (90) days' notice as of the date of such taking, provided, however, that in 8 10 such event Tenant shall have the right to exercise its option to purchase pursuant to Article V and shall be entitled to receive the entire condemnation award. Section 2. If, prior to the other Party. If expiration of the Taking affects only term hereof, any public or private authority shall, under the power of eminent domain, take a part of the Hotel or Demised Premises, then either party may, at their election, terminate this Lease by giving the real property on which other notice of the exercise of its election within thirty (30) days after it is erected and if the Taking shall receive notice of such part does not make it unsuitable or imprudenttaking. In the event of termination under the provisions of this Article XVI, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating StandardSection 2, this Contract Lease and the term hereof shall not terminate, cease and Owner shall, subject to the applicable provisions terminate as of the Credit Agreement date of such taking and any Succeeding Financingunearned rent or other charges, undertake such alterations or modifications to the Hotelif any, or any part thereof, as paid in advance shall be reasonably necessary and practicable refunded to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding Tenant, provided, however, that in such taking or condemnation. 7.2.2 Manager event Tenant shall have the right to exercise its option to purchase and shall be entitled to receive the entire condemnation award. Notwithstanding anything to the contrary contained herein, a taking of up to 25 feet along the public right-of-way shall not give rise to a right to terminate by either Landlord or Tenant. Compensation payable to Landlord, as a result of such partial taking, shall be credited against the Option Price. Section 3. If neither Landlord or Tenant shall have the right to terminate by reason of any such taking, or in the case event that Landlord or Tenant, having such right, shall not elect to terminate as aforesaid, then this Lease and the term hereof shall continue in full force and effect, and Landlord shall, at its expense, use its best efforts to forthwith restore what may remain of the Demised Premises, including any and all improvements made theretofore, the parking areas, driveway and other paved areas to substantially the same condition they were in prior to such taking. In the event that Tenant exercises its option to purchase the Demised Premises and Rear Parcel, if applicable, subsequent to such taking, the option price shall be reduced by the amount received by Landlord from the condemning authority. Section 4. Except as otherwise provided in this Article XVI, the entire award arising out of any such taking shall belong to Landlord without any deduction therefrom for any leasehold estate or interest now or hereafter vested in Tenant. Despite anything herein to the contrary contained, Tenant shall not be prevented from making a claim in its own name against any such condemning authority with respect to any furniture, trade fixtures, trade equipment, merchandise or personal property of any kind belonging to Tenant and not forming part of the real estate, or for the cost of moving all of the same. Section 5. For all purposes herein, a taking shall include a voluntary or settled deed, easement or otherwise by Landlord executed and delivered as a result of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for settled transaction with the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the amount of the award payable to Owner has been determined by settlement or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article 10appropriate governmental authority.

Taking. 7.2.1 If a Taking shall occur during the Operating Term, as to In case the whole of the HotelPremises, or in Manager's reasonable opinion that makes it imprudent or unsuitable to such part thereof as shall substantially interfere with Tenant’s use and operate occupancy thereof, shall be taken by any lawful power or authority by exercise of the remaining right of eminent domain, or sold to prevent such taking, within sixty (60) days after receipt of notice of such taking, either Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority. If such portion of the Hotel Building or Project is so taken or sold so as to require, in accordance with the Operating Standardopinion of Landlord, then either Owner a substantial alteration or Manager reconstruction of the remaining portions thereof, or which renders the Building or Project economically unviable for its use as presently intended, or requires cancellation of substantially all tenant leases in the Building, this Lease may terminate this Contract upon ninety (90) days' be terminated by Landlord, as of the date of the vesting of title under such taking or sale, by written notice to Tenant within sixty (60) days following notice to Landlord of the other Partydate on which said vesting will occur. Except as provided herein, Tenant shall not because of such taking assert any claim against Landlord or the taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant. If the Taking affects only a part amount of property or the type of estate taken shall not substantially interfere with Tenant’s use of the Hotel or the real property on which it is erected and if the Taking of such part does not make it unsuitable or imprudentPremises, in Manager's reasonable opinion, to operate the remainder in accordance with the Operating Standard, this Contract Landlord shall not terminate, and Owner shall, subject be entitled to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right in the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the entire amount of the award payable without deduction for any estate or interest of Tenant. In such event, Landlord shall promptly proceed to Owner has been determined by settlement restore the Premises to substantially their condition prior to such partial taking, and the rent shall be abated in proportion to the time during which, and to the part of the Premises of which, Tenant shall be so deprived on account of such taking and restoration. Nothing contained in this Article 12 shall be deemed to give Landlord any interest in, or a final judicial determinationprevent Tenant from seeking any award against the taking authority for, either Party may submit the dispute taking of personal property and fixtures belonging to Tenant or for resolution pursuant to Article 10relocation or business interruption expenses recoverable from the taking authority.

Taking. 7.2.1 If there shall be a Taking shall occur during the Operating Term, as to the whole total taking of the HotelBuilding in condemnation proceedings or by any right of eminent domain, or this Lease and the Term and estate hereby granted shall terminate as of the date of taking of possession by the condemning authority and all Base Rent and Additional Rent under Article 4 shall be prorated and paid as of such termination date. If there shall be a taking of any material (in Manager's Landlord’s reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining judgment) portion of the Hotel in accordance with Land or the Operating StandardBuilding (whether or not the Premises are affected by such taking), then either Owner or Manager Landlord may terminate this Contract upon ninety (90) days' Lease and the Term and estate granted hereby by giving notice to Tenant within 60 days after the other Partydate of taking of possession by the condemning authority. If there shall be a taking of the Taking affects only a Premises of such scope (but in no event less than 25% of the Above-Grade Premises) that the untaken part of the Hotel or Premises would in Tenant’s reasonable judgment be uneconomic to operate, then Tenant may terminate this Lease and the real property on which it is erected Term and if the Taking of such part does not make it unsuitable or imprudent, in Manager's reasonable opinion, estate granted hereby by giving notice to operate the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or modifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right in the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment Landlord within ninety (90) 60 days after the amount date of taking of possession by the condemning authority. If either Landlord or Tenant shall give a termination notice as aforesaid, then this Lease and the Term and estate granted hereby shall terminate as of the award payable date of such notice and all Base Rent and Additional Rent under Article 4 shall be prorated and paid as of such termination date. In the event of a taking of the Premises which does not result in the termination of this Lease (a) the Term and estate hereby granted with respect to Owner has been determined the taken part of the Premises shall terminate as of the date of taking of possession by settlement or a final judicial determination, either Party may submit the dispute condemning authority and all Base Rent and Additional Rent under Article 4 shall be appropriately abated for resolution the period from such date to the Expiration Date and (b) Landlord shall perform the work required to be performed by Landlord pursuant to Article 10Section 23.04 of this Lease. “Condemnation” shall mean a total or partial taking in condemnation or by right of eminent domain.

Taking. 7.2.1 If a Taking shall occur during the Operating Term, as to In case the whole of the HotelPremises, or in Manager's reasonable opinion that makes it imprudent such part of the Premises or unsuitable to the Building as shall substantially interfere with Tenant’s use and operate occupancy of the remaining Premises, shall be taken (whether permanent or temporarily for a period that exceeds 30 days) by any lawful power or authority by exercise of the right of eminent domain, or sold to prevent such taking, within sixty (60) days after receipt of notice of such taking, either Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority. If a portion of the Hotel Building or Property is so taken or sold in accordance with lieu thereof, which renders the Operating StandardBuilding or Property economically unviable for its use as presently intended, then either Owner or Manager may requires cancellation of substantially all tenant leases in the Building, or any Landlord’s Mortgagee requires that Landlord terminate this Contract upon ninety (90) days' Lease, this Lease may be terminated by Landlord, as of the date of the vesting of title under such taking or sale, by written notice to Tenant within sixty (60) days following notice to Landlord of the other Partydate on which said vesting will occur. If Tenant shall not because of such taking assert any claim against Landlord, any Landlord’s Mortgagee or the Taking affects only a taking authority for any compensation because of such taking, and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant. In the event this Lease is not terminated pursuant to this Section 14.1, Landlord shall restore the Premises, the Building and the Property to substantially their condition prior to such partial taking, and the Rent shall be abated in proportion to the time during which, and to the part of the Hotel or Premises, the real property Common Area and/or the Parking Facility of which, Tenant is actually deprived of normal and customary use on which it is erected and if the Taking account of such part does not make it unsuitable or imprudenttaking and restoration in substantially the same manner as before the taking and restoration. Notwithstanding the foregoing, in Manager's reasonable opinionduring any Rent abatement under this Lease, Tenant shall continue to operate be obligated to pay Landlord for all services and utilities provided to and used by Tenant, if any, during the remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions period of the Credit Agreement and Rent abatement. Nothing contained in this Section shall be deemed to give Landlord any Succeeding Financing, undertake such alterations or modifications to the Hotelinterest in, or any part thereofprevent Tenant from seeking a separate award against the taking authority for, as shall be reasonably necessary the taking of personal property and practicable fixtures belonging to make Tenant or for relocation or business interruption expenses recoverable from the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnationauthority. 7.2.2 Manager shall have the right in the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) recoupment by Owner of its investment, (ii) return on Owner's investment to date, (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the unexpired term (including any renewals) of this Contract, and/or (vi) the proportion that the Management Fee has historically borne to the return to Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (90) days after the amount of the award payable to Owner has been determined by settlement or a final judicial determination, either Party may submit the dispute for resolution pursuant to Article 10.