Common use of Substantial Taking Clause in Contracts

Substantial Taking. (a) Upon a Substantial Taking of any Hotel, Tenant shall have the right to terminate this Lease with respect to such Hotel by so notifying Landlord not later than the date which is sixty (60) days after the occurrence of such Substantial Taking. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its irrevocable offer to purchase such Hotel for an amount equal to the Fair Market Value thereof. (b) Landlord may reject or accept Tenant's irrevocable offer to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance within thirty (30) days from the date upon which Landlord received Tenant's Notice of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to Purchase such Hotel, Landlord shall be deemed to have rejected such offer. If Landlord accepts Tenant's offer to purchase, this Lease shall terminate with respect to such Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase. Upon such termination, Tenant shall pay Landlord all Rent due with respect to such Hotel through such date in addition to the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Substantial Taking, and Landlord shall convey such Hotel to Tenant in accordance with the provisions of Article XXI. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 15.5(a), this Lease shall terminate with respect to the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) as of the actual date of termination. Upon such termination, all condemnation proceeds shall be delivered to Landlord and Tenant shall vacate such Hotel in accordance with the provisions of Section 3.4.

Substantial Taking. (a) Upon If all or substantially all of the Premises shall be taken for public or quasi-public purposes, and if Tenant determines that such event has rendered the Premises unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant’s business, then Tenant, in lieu of rebuilding as contemplated by paragraph 13(a) with respect to such a Substantial Taking taking prior to the Premises Conversion Date, shall, not later than ninety (90) days after such occurrence (including a final determination of the condemnation award associated therewith), deliver to Landlord (i) notice of its intention to terminate this Lease on a date occurring not more than 180 days nor less than 90 days after such notice (the “Termination Date”), (ii) a certificate by the president or a vice president of Tenant describing the event giving rise to such termination, stating that such event has rendered the Premises unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant’s business and that such termination will not violate any operating agreement or covenant then in effect, and (iii) an assignment to Lender and Mortgagee, as their interests may appear, of all of Tenant’s right, title and interest (if any) in any condemnation proceedings for the taking of the Premises; provided, however, that Tenant shall retain all of its right, title and interest, if any, under applicable law, for the taking of Tenant’s Trade Fixtures, business relocation and business loss, so long as the same do not diminish the amount of any Hotelcondemnation proceeds payable to or recoverable by Landlord or Mortgagee. Upon delivery of such notice, this Lease shall terminate on the Termination Date, except for any obligations or liabilities which have accrued prior to the Termination Date or that survive the expiration or termination of this Lease. (b) If, at any time from and after the Premises Conversion Date, any part of the Building is taken for public or quasi-public purposes, then Landlord shall have the right to terminate this Lease (even if Landlord’s entire interest in the Premises may have been divested) by giving notice of Landlord’s election so to do within ninety (90) days after the effective date of such taking, whereupon this Lease shall terminate thirty (30) days after the date of such notice with the same force and effect as if such date were the date originally established as the expiration date hereof. If this Lease shall not be terminated pursuant to paragraph 14(a) or this paragraph 14(b), Landlord shall thereafter use due diligence to restore the Building (excluding any alterations made by Tenant and any Tenant’s Trade Fixtures) to the extent necessary to allow for Tenant’s use and occupation (to the extent practicable), provided that Landlord’s obligation shall be limited to the amount of the condemnation award available therefor. If, for any reason, such restoration shall not be substantially completed within six (6) months after the expiration of the 90-day period referred to above in this paragraph 14(b) (which six-month period may be extended for such periods of time as Landlord is prevented from proceeding with or completing such restoration for any cause beyond Landlord's reasonable control), Tenant shall have the right to terminate this Lease with respect to such Hotel by so notifying Landlord not later than the date which is sixty (60) days after the occurrence of such Substantial Taking. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver giving notice to Landlord its irrevocable offer to purchase such Hotel for an amount equal to the Fair Market Value thereof. (b) Landlord may reject or accept Tenant's irrevocable offer to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance thereof within thirty (30) days from after the date upon which Landlord received Tenant's Notice expiration of terminationsuch period (as so extended) provided that such restoration is not completed within such period. If Landlord fails This Lease shall cease and come to send Tenant a Notice an end without further liability or obligation on the part of rejection or acceptance within either party thirty (30) days after such giving of notice by Tenant (except for any obligations or liabilities which have accrued prior to such termination date or that survive the expiration or termination of this Lease) unless, within such 30-day period, Landlord substantially completes such restoration. Such right of termination shall be Tenant's sole and exclusive remedy at law or in equity for Landlord's failure so to complete such restoration, and time shall be of the essence with respect thereto. Landlord shall have and hereby reserves and excepts, and Tenant hereby grants and assigns to Landlord, all rights to recover for damages to the Premises and the leasehold interest hereby created, and to compensation accrued or hereafter to accrue by reason of such taking, damage or destruction, and by way of confirming the foregoing, Tenant hereby grants and assigns, and covenants with Landlord to grant and assign to Landlord, all rights to such damages or compensation, and covenants to deliver such further assignments and assurances thereof as Landlord may from time to time request, and Tenant hereby irrevocably appoints Landlord its attorney-in-fact to execute and deliver in Tenant's name all such assignments and assurances; provided, however, that Tenant shall retain all of its receipt of Tenant's irrevocable offer to Purchase such Hotel, Landlord shall be deemed to have rejected such offer. If Landlord accepts Tenant's offer to purchase, this Lease shall terminate with respect to such Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase. Upon such termination, Tenant shall pay Landlord all Rent due with respect to such Hotel through such date in addition to the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in interest, if any, under applicable law, for the taking of Tenant’s Trade Fixtures, business relocation and business loss, so long as the same do not diminish the amount of any condemnation proceeds payable and shall deliver to Tenant any condemnation proceeds previously paid to, or then held by, either recoverable by Landlord or the Insurance Trustee with respect to such Substantial Taking, and Landlord shall convey such Hotel to Tenant in accordance with the provisions of Article XXIMortgagee. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 15.5(a), this Lease shall terminate with respect to the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) as of the actual date of termination. Upon such termination, all condemnation proceeds shall be delivered to Landlord and Tenant shall vacate such Hotel in accordance with the provisions of Section 3.4.

Substantial Taking. (a) Upon If at any time during the Term of this Lease there shall be a Substantial Taking of any Hotelthe whole or substantially all of the Premises, Tenant shall have the right to terminate this Lease shall terminate and expire on the earlier of (i) the date upon which the condemning authority takes possession of the real estate subject to the Taking; or (ii) the date title to the real estate is vested in the condemning authority. Rent hereunder shall be paid to the date of such Taking. For the purpose of this Article, “substantially all of the Premises” shall be deemed to have been taken if the untaken part of the Premises shall be insufficient for the restoration of the Initial Improvements, if any, such as to allow the economic and feasible operation thereof by Tenant, as determined by Landlord in Landlord’s reasonable discretion. Tenant’s interest in any Taking award will equal the value to Tenant of the remaining Term of this Lease, the value to Tenant of the use and enjoyment of the Improvements, if any, and Tenant’s relocation expenses insofar as relocation expenses are paid by the Taking authority (collectively, the “Tenant’s Share”). Landlord’s interest in any Taking will equal the value of its fee interest plus the remaining interest in the Improvements (the “Landlord’s Share”). All awards from the Taking will be divided between Tenant and Landlord in the proportion that Tenant’s Share bears to Landlord’s Share. Notwithstanding the foregoing, however, if the Tenant has constructed the Improvements, Landlord shall not share in any Taking award with respect to the Improvements unless and until the unpaid balance of the Permitted Institutional Mortgage (as defined in Section 12.3 below) on the Premises, if any, is paid in full, all such Hotel by so notifying Landlord not later than the date which is sixty (60) days after the occurrence of Taking proceeds being used first to pay off and discharge such Substantial Taking. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its irrevocable offer to purchase such Hotel for an amount equal to the Fair Market Value thereofPermitted Institutional Mortgage. (b) Landlord may reject or accept Tenant's irrevocable offer to purchase No such Hotel by sending Tenant a Notice termination of such rejection or acceptance within thirty (30) days from the date upon which Landlord received Tenant's Notice of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to Purchase such Hotel, Landlord shall be deemed to have rejected such offer. If Landlord accepts Tenant's offer to purchase, this Lease under this Article 10 shall terminate with respect release Tenant from any obligation hereunder for Rent accrued or payable for or during any period prior to such Hotel on a Base Rent payment the effective date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase. Upon such termination, Tenant shall pay Landlord all Rent due with respect to such Hotel through such date in addition to the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Substantial Taking, and Landlord shall convey such Hotel to Tenant in accordance with the provisions of Article XXI. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 15.5(a), this Lease shall terminate with respect to the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes prepaid rent and insurance premiums) as of premiums beyond the actual effective date of termination. Upon such termination, all condemnation proceeds termination shall be delivered to Landlord and Tenant shall vacate such Hotel in accordance with the provisions of Section 3.4adjusted.

Substantial Taking. If there is (a) Upon a Taking of more than 25% of the improvements in the Residential Building, (b) a Taking that results in the loss of more than 25% of the parking spaces for which Tenant has parking rights, (c) a Taking that results in material impairment of access to, parking facilities benefiting, or any material service(s) necessary or appropriate for economic operation of the Private Facilities or a portion thereof, (d) a Taking that would require restoration reasonably estimated by Tenant to cost in excess of two times the then- current aggregate Market Value of the Landlord’s Estate and the Leasehold Estate;e; (e) a Taking following which the Private Facilities cannot reasonably be operated in a manner substantially consistent with past practice or on a scale that is smaller but nevertheless profitable (after taking into account the payment of all expenses as adjusted after the Taking) (each, a “Substantial Taking”), then, at Tenant’s option, the Lease Term shall cease and the Lease shall terminate on the date of the Taking. The Award for a Substantial Taking (other than a Temporary Taking that involves a Substantial Taking, which is addressed below) shall be allocated as follows: (i) Landlord shall be entitled to claim and recover from the condemning authority the Value of any Hotel, Landlord’s Estate; (ii) Tenant shall have be entitled to claim and recover from the right to terminate this Lease with respect to such Hotel by so notifying Landlord not later than the date which is sixty (60) days after the occurrence of such Substantial Taking. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its irrevocable offer to purchase such Hotel for condemning authority an amount equal to the Fair Market Value thereof. of the Leasehold Estate; and (biii) except as otherwise set forth herein the balance of the Award, if any, shall be paid on a pari passu (i.e., share and share alike) basis to Landlord may reject or accept and Tenant's irrevocable offer . Notwithstanding the foregoing and subject in all events to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance within thirty (30) days from the date upon which Landlord received Tenant's Notice of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt terms of Tenant's irrevocable offer ’s Leasehold Mortgage, Tenant shall be entitled to Purchase such Hotel, 100% of an Award granted on account of the loss of the Leasehold Interest and Landlord shall be deemed entitled to have rejected such offer. If Landlord accepts Tenant's offer to purchase100% of an Award granted on account of the loss of the Landlord’s Estate, this Lease shall terminate with respect to such Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase. Upon such termination, Tenant shall pay Landlord all Rent due with respect to such Hotel through such date in addition subject to the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant terms of any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Substantial Taking, and Landlord shall convey such Hotel to Tenant in accordance with the provisions of Article XXIFee Mortgage. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 15.5(a), this Lease shall terminate with respect to the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) as of the actual date of termination. Upon such termination, all condemnation proceeds shall be delivered to Landlord and Tenant shall vacate such Hotel in accordance with the provisions of Section 3.4.

Substantial Taking. If, after the Commencement Date and before the termination of this Lease: (ai) Upon any portion of the Leased Premises is taken by eminent domain or conveyed in lieu thereof; or (ii) as a Substantial Taking result of a taking by eminent domain or the action of any Hotelpublic or quasi-public authority or a conveyance in lieu thereof, the means of ingress or egress to and from the Building is so permanently altered as to materially and adversely affect the flow of traffic in, to, from or about the Building; then, in any of the foregoing events, the Lease Term shall, at the option of Tenant, cease and terminate as of the day possession shall be taken by the acting governmental or quasi-governmental authority (the "Date of Taking"). Such option to terminate shall be exercisable by Tenant giving written notice to Landlord on or before thirty (30) days after the Date of Taking, which notice shall provide for a termination date (the "Termination Date") not later than ninety (90) days after the Date of Taking and Tenant shall pay Rent up to the Termination Date, and Landlord shall refund such Annual Gross Rent and other payments as shall have been paid in advance and which cover a period subsequent to the Termination Date. In the event Tenant does not terminate this Lease, Landlord shall promptly and diligently restore the Building and the Leased Premises and the Building and Common Areas to as near to their condition prior to such taking or conveyance as is reasonably possible, and, during the course of such restoration, there shall be a fair and equitable abatement of all Annual Gross Rent and other charges, taking into account the extent to which Tenant shall be required to close down all or a portion of its operations until restoration has been completed; and, after such restoration, there shall be fair and equitable abatement of Annual Gross Rent and other charges on a permanent basis, taking into account the reduction in the size of the Leased Premises, reduction in Common Areas, and the like. If fifty percent (50%) or more of the rentable area in the Building is taken by eminent domain or conveyed in lieu thereof, then Landlord shall have the right to terminate this Lease with respect by giving written notice to such Hotel by so notifying Landlord not later than the date which is sixty (60) days after the occurrence of such Substantial Taking. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its irrevocable offer to purchase such Hotel for an amount equal to the Fair Market Value thereof. (b) Landlord may reject on or accept Tenant's irrevocable offer to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance within before thirty (30) days from after the date upon which Landlord received Tenant's Notice Date of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to Purchase such Hotel, Landlord shall be deemed to have rejected such offer. If Landlord accepts Tenant's offer to purchase, this Lease shall terminate with respect to such Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase. Upon such termination, Tenant shall pay Landlord all Rent due with respect to such Hotel through such date in addition to the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Substantial Taking, and Landlord shall convey such Hotel to Tenant in accordance with the provisions of Article XXI. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 15.5(a), this Lease shall terminate with respect to the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, ; provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid Landlord also terminates all sums due hereunder (including, without limitation, all taxes and insurance premiums) as of Leases for premises within the actual date of termination. Upon such termination, all condemnation proceeds shall be delivered to Landlord and Tenant shall vacate such Hotel in accordance with the provisions of Section 3.4Building.

Substantial Taking. (a) Upon a Substantial Taking If all or substantially all of any HotelSite shall be taken for public or quasi-public purposes, and if Tenant shall have the right determines that such event has rendered such Site unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant's business, then Tenant, in lieu of rebuilding as contemplated by paragraph 13, shall, not later than 90 days after such occurrence, deliver to Landlord (i) notice of its intention to terminate this Lease with respect solely for that portion of the Premises constituting such taken Site on a date occurring not more than 95 days nor less than 60 days after such notice (the "SITE TERMINATION DATE"), (ii) a certificate by the president or a vice president of the general partner in Tenant describing the event giving rise to such Hotel by so notifying Landlord not later than the date which is sixty (60) days after the occurrence of such Substantial Taking. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its stating that such event has rendered such taken Site unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant's business and that such termination will not violate any operating agreement or covenant then in effect, and (iii) an irrevocable offer to purchase any remaining portion of such Hotel for an amount taken Site and the related condemnation award at a price equal to the Fair Market Value thereof. greater of (bx) Landlord may reject the price set forth on Exhibit H hereto plus any prepayment premium or accept Tenant's irrevocable offer to purchase such Hotel breakage fees charged by sending Tenant a Notice Mortgagee, or (y) the fair market value (as determined in accordance with Exhibit F) of such rejection Site, considered as encumbered by this Lease including assuming all Extension Terms have been exercised by Tenant and considered as not having been the subject of a condemnation. Landlord shall accept or acceptance within reject such offer by notice given to Tenant not later than thirty (30) days from the date upon which Landlord received Tenant's Notice of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its after receipt of Tenant's irrevocable offer notice, and if Landlord fails to Purchase such Hotelact, Landlord it shall be deemed to have rejected such accepted the offer. If Landlord accepts Tenant's shall have accepted such offer to purchase, this Lease shall terminate with respect to such Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase. Upon such termination, Tenant shall pay Landlord all Rent due with respect to such Hotel through such date in addition to the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Substantial Taking, and Landlord shall convey such Hotel to Tenant in accordance with the provisions of Article XXI. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer have accepted such offer, (1) on the Site Termination Date, Landlord shall convey by special warranty deed to purchase pursuant Tenant any remaining portion of the applicable Site in accordance with paragraph 29, along with the right to Section 15.5(a)receive any related condemnation award to which Landlord is entitled, (2) this Lease shall terminate with respect no longer apply to such Site as of the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination Site Termination Date, except for liabilities which occurs not earlier than ninety accrued prior thereto related to such condemned Site, (903) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless remain in full force and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) as of effect for the actual date of termination. Upon such termination, all condemnation proceeds remaining Sites except that the Fixed Rent shall be delivered to reduced by the amount set forth on Exhibit I hereto, (4) Landlord and Tenant shall vacate execute an amendment to this Lease clarifying the foregoing, which amendment shall be prepared by or on behalf of Landlord, and (5) Tenant shall pay all of Landlord's costs and expenses (including reasonable attorney's fees and expenses) related to all of the foregoing. If Landlord rejects such Hotel offer, as of the Site Termination Date, (1) this Lease shall no longer apply to such Site, except for liabilities which accrued prior thereto related to such condemned Site, (2) this Lease shall remain in accordance with full force and effect for the provisions remaining Sites except that the Fixed Rent shall be reduced by the amount set forth on Exhibit I hereto, (3) Landlord and Tenant shall execute an amendment to this Lease clarifying the foregoing, which amendment shall be prepared by or on behalf of Section 3.4Landlord, and (4) Tenant shall pay all of Landlord's costs and expenses (including attorney's fees and expenses) related to all of the foregoing.

Substantial Taking. If, after the Commencement Date and before the termination of this Lease: (ai) Upon any portion of the Leased Premises is taken by eminent domain or conveyed in lieu thereof; or (ii) as a Substantial Taking result of a taking by eminent domain or the action of any Hotelpublic or quasi-public authority or a conveyance in lieu thereof, the means of ingress or egress to and from the Building is so permanently altered as to materially and adversely affect the flow of traffic in, to, from or about the Building; then, in any of the foregoing events, the Lease Term shall, at the option of Tenant, cease and terminate as of the day possession shall be taken by the acting governmental or quasi-governmental authority (the “Date of Taking”). Such option to terminate shall be exercisable by Tenant giving written notice to Landlord on or before thirty (30) days after the Date of Taking, which notice shall provide for a termination date (the “Termination Date”) not later than ninety (90) days after the Date of Taking and Tenant shall pay Rent up to the Termination Date, and Landlord shall refund such Annual Gross Rent and other payments as shall have been paid in advance and which cover a period subsequent to the Termination Date. In the event Tenant does not terminate this Lease, Landlord shall promptly and diligently restore the Building and the Leased Premises and the Building and Common Areas to as near to their condition prior to such taking or conveyance as is reasonably possible, and, during the course of such restoration, there shall be a fair and equitable abatement of all Annual Gross Rent, taking into account the extent to which Tenant shall be required to close down all or a portion of its operations until restoration has been completed; and, after such restoration, there shall be fair and equitable abatement of Annual Gross Rent on a permanent basis, taking into account the reduction in the size of the Leased Premises, reduction in Common Areas, and the like. If fifty percent (50%) or more of the rentable area in the Building is taken by eminent domain or conveyed in lieu thereof, then Landlord shall have the right to terminate this Lease with respect by giving written notice to such Hotel by so notifying Landlord not later than the date which is sixty (60) days after the occurrence of such Substantial Taking. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its irrevocable offer to purchase such Hotel for an amount equal to the Fair Market Value thereof. (b) Landlord may reject on or accept Tenant's irrevocable offer to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance within before thirty (30) days from after the date upon which Landlord received Tenant's Notice Date of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to Purchase such Hotel, Landlord shall be deemed to have rejected such offer. If Landlord accepts Tenant's offer to purchase, this Lease shall terminate with respect to such Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase. Upon such termination, Tenant shall pay Landlord all Rent due with respect to such Hotel through such date in addition to the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Substantial Taking, and Landlord shall convey such Hotel to Tenant in accordance with the provisions of Article XXI. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 15.5(a), this Lease shall terminate with respect to the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, ; provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid Landlord also terminates all sums due hereunder (including, without limitation, all taxes and insurance premiums) as of leases for premises within the actual date of termination. Upon such termination, all condemnation proceeds shall be delivered to Landlord and Tenant shall vacate such Hotel in accordance with the provisions of Section 3.4Building.

Substantial Taking. If, after the Commencement Date and before the termination of this Lease: (ai) Upon any portion of the Leased Premises is taken by eminent domain or conveyed in lieu thereof; or (ii) as a Substantial Taking result of a taking by eminent domain or the action of any Hotelpublic or quasi-public authority or a conveyance in lieu thereof, the means of ingress or egress to and from the Building is so permanently altered as to materially and adversely affect the flow of traffic in, to, from or about the Building; then, in any of the foregoing events, the Lease Term shall, at the option of Tenant, cease and terminate as of the day possession shall be taken by the acting governmental or quasi-governmental authority (the "Date of Taking"). Such option to terminate shall be exercisable by Tenant giving written notice to Landlord on or before thirty (30) days after the Date of Taking, which notice shall provide for a termination date (the "Termination Date") not later than ninety (90) days after the Date of Taking and Tenant shall pay Rent up to the Termination Date, and Landlord shall refund such Annual Gross Rent and other payments as shall have been paid in advance and which cover a period subsequent to the Termination Date. In the event Tenant does not terminate this Lease, Landlord shall promptly and diligently restore the Building and the Leased Premises and the Building and Common Areas to as near to their condition prior to such taking or conveyance as is reasonably possible, and, during the course of such restoration, there shall be a fair and equitable abatement of all Annual Gross Rent, taking into account the extent to which Tenant shall be required to close down all or a portion of its operations until restoration has been completed; and, after such restoration, there shall be fair and equitable abatement of Annual Gross Rent on a permanent basis, taking into account the reduction in the size of the Leased Premises, reduction in Common Areas, and the like. If fifty percent (50%) or more of the rentable area in the Building is taken by eminent domain or conveyed in lieu thereof, then Landlord shall have the right to terminate this Lease with respect by giving written notice to such Hotel by so notifying Landlord not later than the date which is sixty (60) days after the occurrence of such Substantial Taking. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its irrevocable offer to purchase such Hotel for an amount equal to the Fair Market Value thereof. (b) Landlord may reject on or accept Tenant's irrevocable offer to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance within before thirty (30) days from after the date upon which Landlord received Tenant's Notice Date of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to Purchase such Hotel, Landlord shall be deemed to have rejected such offer. If Landlord accepts Tenant's offer to purchase, this Lease shall terminate with respect to such Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase. Upon such termination, Tenant shall pay Landlord all Rent due with respect to such Hotel through such date in addition to the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Substantial Taking, and Landlord shall convey such Hotel to Tenant in accordance with the provisions of Article XXI. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 15.5(a), this Lease shall terminate with respect to the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, ; provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid Landlord also terminates all sums due hereunder (including, without limitation, all taxes and insurance premiums) as of leases for premises within the actual date of termination. Upon such termination, all condemnation proceeds shall be delivered to Landlord and Tenant shall vacate such Hotel in accordance with the provisions of Section 3.4Building.

Substantial Taking. (a) Upon If the entire Building, or a Substantial Taking substantial part thereof, or any part of the Building which includes all or a substantial part of the Premises, shall be taken or condemned by any competent authority for any public or quasi public use or purpose, the Term shall end upon and not before the earlier of the date when the possession of the part so taken shall be required for such use or purpose or the effective date of the taking. If any condemnation proceeding shall be instituted in which it is sought to take or damage any part of the Building, the taking or damaging of which would, in Landlord’s opinion, prevent the economical operation of the Building, or if the grade of any Hotelstreet or alley adjacent to the Project is changed or any such street or alley is closed by any competent authority, and such taking, damage, change of grade or closing makes it necessary, in Landlord’s good faith determination, to remodel the Building to conform to the taking, damage, change of grade or closing, Landlord shall have the right to terminate this Lease upon written notice to Tenant given not later than sixty (60) days after Landlord’s receipt of notice of the taking and effective on a date designated by Landlord which is not less than ninety (90) days following the date of Landlord’s delivery of such notice to Tenant (provided that Landlord may not elect to so terminate this Lease unless Landlord also terminates leases for all other similarly affected office tenants at the Building for which Landlord has the right to so terminate). If any condemnation proceeding shall be instituted in which it is sought to take or damage any part of the Premises, Tenant shall have the right to terminate this Lease with respect upon written notice to such Hotel by so notifying Landlord given not later than the date which is sixty (60) days after the occurrence of such Substantial Taking. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its irrevocable offer to purchase such Hotel for an amount equal to the Fair Market Value thereof. (b) Landlord may reject or accept Tenant's irrevocable offer to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance within thirty (30) days from the date upon which Landlord received Tenant's Notice of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its ’s receipt of Tenant's irrevocable offer to Purchase such Hotel, Landlord shall be deemed to have rejected such offer. If Landlord accepts Tenant's offer to purchase, this Lease shall terminate with respect to such Hotel notice of the taking and effective on a Base Rent payment date specified designated by Tenant in its Notice of termination which occurs is not earlier less than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt following the date of Tenant's irrevocable offer ’s delivery of such notice to purchaseLandlord. Upon such terminationIn any of the Lease termination events referred to above, Tenant Rent shall pay Landlord all Rent due with respect to such Hotel through such date in addition be apportioned on a per diem basis and be payable to the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Substantial Taking, and Landlord shall convey such Hotel to Tenant in accordance with the provisions of Article XXI. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 15.5(a), this Lease shall terminate with respect to the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) as of the actual date of termination. Upon such termination, all condemnation proceeds shall be delivered to Landlord and Tenant shall vacate such Hotel in accordance with the provisions of Section 3.4.

Substantial Taking. (a) Upon A. In the event of a Substantial Taking of any HotelTaking, Tenant shall have the right to terminate this Lease with respect to such Hotel by so notifying Landlord not later than the date which is sixty (60) days after the occurrence of such Substantial Taking. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its irrevocable offer to purchase such Hotel the Premises for an amount equal to the Fair Market Value thereofLease Purchase Price. (b) B. Landlord may reject or accept Tenant's irrevocable offer to purchase such Hotel the Premise by sending Tenant a Notice of such rejection or acceptance within thirty (30) days from the date upon which Landlord received Tenant's Notice of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to Purchase such Hotelthe Premises, Landlord shall be deemed to have rejected accepted such offer. If Landlord accepts or is deemed to have accepted Tenant's offer to purchase, this the Lease shall terminate with respect to such Hotel on a Base Rent Minimum Rental payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase. Upon such termination, Tenant shall pay Landlord all Rent Rental due with respect to such Hotel through such date in addition to the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant any condemnation proceeds previously paid to, or and then held by, either Landlord or the Insurance Trustee with respect to such Substantial Taking, Taking to Tenant and Landlord shall convey such Hotel the Premises to Tenant in accordance with the provisions of Article XXISection 21.01. (c) C. If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 15.5(a)15.05A, this Lease shall terminate with respect to the affected Hotel on a Base Rent Minimum Rental payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiumspremium) as of the actual date of termination. Upon such termination, all condemnation proceeds shall be delivered to Landlord and Tenant shall vacate such Hotel the Premises in accordance with the provisions of Section 3.43.04.

Substantial Taking. If an entire Site or a substantial part of a Site, or access thereto, shall be taken or condemned by any competent authority for any public or quasi-public use or purpose, or, as a result of such taking, the use of such Site shall be materially adversely affected, the Term of this Lease (awith respect to such affected Site only) Upon a Substantial Taking shall end upon and not before the date when the possession of the part so taken shall be required for such use and, except as otherwise provided herein, without apportionment of the award to or for the benefit of Tenant. If this Lease is terminated with respect to any HotelSite pursuant to this Article, Fixed Rent at the then-current rate shall be apportioned as of the date of the termination in the notice. Landlord shall be entitled to receive the entire award or payment in connection therewith, except that Tenant shall have the right to terminate this Lease with respect file any claim available to Tenant under applicable Law for any taking of leasehold improvements paid for by Tenant and any Tenant's personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Term and for moving expenses, provided that such Hotel separate award shall not reduce the award or judgment recoverable by so notifying Landlord not later than the date which is sixty (60) days after the occurrence of such Substantial TakingLandlord. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery temporary use or occupancy of its Notice all or any part of termination, deliver to Landlord its irrevocable offer to purchase such Hotel for an amount equal to the Fair Market Value thereof. (b) Landlord may reject or accept Tenant's irrevocable offer to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance within thirty (30) days from the date upon which Landlord received Tenant's Notice of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to Purchase such Hotel, Landlord any Site shall be deemed to have rejected such offer. If Landlord accepts Tenant's offer to purchasetaken by condemnation during the Term, this Lease shall terminate with respect be and remain unaffected by such condemnation, and Tenant shall continue to pay in full the Rent payable hereunder. In the event of any such Hotel on a Base Rent payment date specified by Tenant in its Notice temporary taking for use or occupancy of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt all or any part of Tenant's irrevocable offer to purchase. Upon such terminationSite, Tenant shall pay Landlord all Rent due with respect be entitled to appear, claim, prove and receive the portion of the award for such Hotel through taking that represents compensation for use or occupancy of such date in addition to Site during the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to period of such Substantial Taking, temporary taking and Landlord shall convey such Hotel be entitled to Tenant in accordance with appear, claim, prove and receive the provisions of Article XXI. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 15.5(a), this Lease shall terminate with respect to the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) as portion of the actual date award that represents the costs of termination. Upon restoration of such termination, all condemnation proceeds shall be delivered to Landlord Site and Tenant shall vacate the use or occupancy of such Hotel in accordance with Site after the provisions end of Section 3.4the period of such temporary taking.

Substantial Taking. (a) Upon If all or a Substantial Taking substantial part of the leased premises are taken for any Hotelpublic or quasi-public use under any governmental law, Tenant shall have ordinance or regulation, or by right of eminent domain or by purchase in lieu thereof, and the right to terminate this Lease taking would prevent or materially interfere with respect to such Hotel by so notifying Landlord not later than the date use of the leased premises for the purpose for which it is sixty (60) days after being used or if the occurrence of such Substantial Taking. If Tenant elects to exercise total parking spaces on the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its irrevocable offer to purchase such Hotel for an amount equal to the Fair Market Value thereof. (b) Landlord may reject or accept Tenant's irrevocable offer to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance within thirty (30) days from the date upon which Landlord received Tenant's Notice of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to Purchase such Hotel, Landlord leased premises shall be deemed to have rejected such offer. If Landlord accepts Tenant's offer to purchaseless than 675 because of one or more takings, this Lease shall terminate and the rent shall be abated during the unexpired portion of this Lease effective on the date physical possession is taken by the condemning authority; provided that if a portion of the parking lot shall be taken and the Lease would otherwise terminate pursuant to the foregoing provisions, Lessor shall have a period of 45 days after such taking to reconfigure the parking lot or to provide additional parking to Lessee adjacent to or abutting the leased premises, without any public roadways intervening between the parcels, so that the total parking spaces exclusively available to Lessee shall exceed 675. No reconfiguration of the parking lot shall materially impede access to the streets serving the leased premises or access to the Building. The parking lot as reconfigured shall be in compliance with respect all applicable laws and regulations, including zoning codes. Lessee shall have no claim to the condemnation award, except that Lessor shall be required to pay to Lessee out of the proceeds of Lessor's award received as a result of such Hotel taking ▇▇▇▇▇▇'s unamortized cost of leasehold improvements, such amortization to be on a Base Rent payment date specified by Tenant in its Notice straight-line basis over the scheduled original term of termination which occurs not earlier this Lease; provided that if the award to Lessor for all improvements on the leased premises shall be less than ninety the combined cost of Lessor's and ▇▇▇▇▇▇'s improvements (90) days nor later than one hundred twenty (120) days after Landlordthe "Total Cost"), ▇▇▇▇▇▇'s receipt share of Tenant's irrevocable offer to purchase. Upon such termination, Tenant the award for the improvements on the leased premises shall pay Landlord all Rent due with respect to such Hotel through such date in addition be equal to the Fair Market Value thereofproduct of the total award for improvements to the leased premises multiplied by a fraction, and Landlord the numerator of which is ▇▇▇▇▇▇'s unamortized cost of leasehold improvements and the Insurance Trustee denominator of which is the Total Cost. Lessor shall assign undertake reasonable efforts to Tenant all their rightcause the condemning authority to separately value ▇▇▇▇▇▇'s Improvements. In addition, title and interest Lessee may make any other claim permitted under Ohio law against the condemning authority, as long as any award to Lessee shall in condemnation proceeds payable and shall deliver no way reduce the award to Tenant any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Substantial Taking, and Landlord shall convey such Hotel to Tenant in accordance with the provisions of Article XXILessor. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 15.5(a), this Lease shall terminate with respect to the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) as of the actual date of termination. Upon such termination, all condemnation proceeds shall be delivered to Landlord and Tenant shall vacate such Hotel in accordance with the provisions of Section 3.4.

Substantial Taking. If (a) Upon a Substantial Taking all or substantially all of any HotelSite shall be taken for public or quasi-public purposes, and (b) Tenant determines that such event has rendered the Site unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant’s business, then Tenant shall have the right (i) to continue to pay Rent, whereupon this Lease shall remain in full force and effect and the condemnation proceeds will be apportioned between Landlord and Tenant (with Tenant’s portion being applied to reduce Rent and any balance thereof, if any, due Tenant not applied to reduce Rent shall be paid to Landlord) based upon the fair market value of the Site as encumbered by this Lease for the then remaining Lease Term compared with the fair market value of the Site as encumbered by this Lease, including the residual value of the Site after the then remaining Lease Term (which apportionment shall be agreed to by Landlord and Tenant based on the foregoing and if Landlord and Tenant are unable to agree on such apportionment then the fair market values used in such apportionment shall be made in accordance with general procedures set forth on Exhibit H for resolving the fair market value of Rent during an Extension Term, with such determination instead being made of the apportionment between Landlord and Tenant based upon the fair market value of the Site as encumbered by this Lease for the then remaining Lease Term compared with the fair market value of the Site as encumbered by this Lease, including the residual value of the Site after the then remaining Lease Term, with each party selecting an appraiser and otherwise following the procedures set forth on Exhibit H) or (ii) at a time after such occurrence (including a final determination of the condemnation award associated therewith), to deliver to Landlord (i) notice of its intention to terminate this Lease solely with respect to that portion of the Premises constituting such Hotel by so notifying Landlord taken Site on a date occurring not later more than the date which is sixty (60) 180 calendar days nor less than 90 calendar days after such notice (the occurrence “Site Termination Date”), (ii) a certificate by the president or a vice president of Tenant describing the event giving rise to such Substantial Taking. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its stating that such event has rendered such taken Site unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant’s business and that such termination will not violate any operating agreement or covenant then in effect, and (iii) an irrevocable offer to purchase any remaining portion of such Hotel for an amount taken Site and the related condemnation award at a price equal to the Fair Market Value thereof. (b) Calculated Site Price for such Site. Landlord may shall accept or reject or accept Tenant's irrevocable such offer by notice given to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance within not later than thirty (30) calendar days from the date upon which Landlord received after receipt of Tenant's Notice of termination. If ’s notice, and if Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to Purchase such Hotelact, Landlord it shall be deemed to have rejected such accepted the offer. If Landlord accepts Tenant's shall have accepted such offer to purchase, this Lease shall terminate with respect to such Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase. Upon such termination, Tenant shall pay Landlord all Rent due with respect to such Hotel through such date in addition to the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Substantial Taking, and Landlord shall convey such Hotel to Tenant in accordance with the provisions of Article XXI. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer have accepted such offer, (1) on the Site Termination Date, Landlord shall convey by special or limited warranty deed to purchase pursuant Tenant any remaining portion of the applicable Site in accordance with paragraph 29, along with the right to Section 15.5(a)receive any related condemnation award to which Landlord is entitled, (2) this Lease shall terminate with respect no longer apply to such Site as of the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination Site Termination Date, except for liabilities which occurs not earlier than ninety accrued prior thereto related to such condemned Site, (903) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless remain in full force and until Tenant effect for the remaining Sites except that the Fixed Rent shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) as be reduced by the amount of the actual date of termination. Upon Site percentage for such terminationtaken Site set forth on Exhibit E hereto, all condemnation proceeds shall be delivered to (4) Landlord and Tenant shall vacate execute an amendment to this Lease confirming the foregoing, which amendment shall be prepared by or on behalf of Landlord, and (5) Tenant shall pay the Calculated Site Price for such Hotel Site and all of Landlord’s costs and expenses (including attorney’s fees and expenses) related to all of the foregoing. If Landlord rejects such offer, as of the Site Termination Date, (1) this Lease shall no longer apply to such Site, except for liabilities which accrued prior thereto related to such condemned Site, (2) this Lease shall remain in accordance with full force and effect for the provisions remaining Sites except that the Fixed Rent shall be reduced by the amount of Section 3.4the Site percentage for such Site set forth on Exhibit E hereto, (3) Landlord and Tenant shall execute an amendment to this Lease confirming the foregoing and making appropriate adjustments to the Exhibits, which amendment shall be prepared by or on behalf of Landlord, and (4) Tenant shall pay all of Landlord’s reasonable costs and expenses (including reasonable attorney’s fees and expenses) related to all of the foregoing.

Substantial Taking. If, after the Commencement Date and before the termination of this Lease: (ai) Upon any portion of the Leased Premises Is taken by eminent domain or conveyed in lieu thereof; or (ii) as a result of a taking by eminent domain or the action of any public or quasi-public authority or a conveyance in lieu thereof, the means of ingress or egress to and from the Buildings is so permanently altered as to materially and adversely affect the flow of traffic in, to, from or about the Buildings (collectively, a "Substantial Taking") then, in any of the foregoing events, the Lease Term shall cease and terminate as of the day possession shall be required by the acting governmental or quasi-governmental authority (the "Date of Taking"). Tenant shall pay Monthly Base Rent, and other payments up to the Date of Taking, and Landlord shall refund such Monthly Base Rent, and other payments as shall have been paid in advance and which cover a period subsequent to the Date of Taking. In the event that the exercise of eminent domain or conveyance in lieu there or the alteration of ingress to and egress from the Buildings does not constitute a Substantial Taking Taking, then this Lease will not terminate, and Landlord shall, to the extent reasonably feasible, restore the Buildings, the Leased Premises and Common Area so as to constitute, as nearly as possible, a complete architectural unit. During the course of such restoration, there shall be a fair and equitable abatement of all Monthly Base Rent and other charges to the extent (and only to the extent) that Tenant is required to close down or ▇▇▇▇▇ its business operations until restoration has been completed. After Landlord has completed the restoration, if any Hotelabatement in Monthly Base Rent, Tenant or other charges has been permitted, then the Monthly Base Rent, and other charges in the same amount as before will resume. Such payments will be reduced only if there has been a reduction in the size of the Leased Premises and then only in proportion to the reduction in size. Without limiting the foregoing, if thirty percent (30%) or more of the Rentable Area in the Buildings is taken by eminent domain or conveyed in lieu thereof, then Landlord shall have the right arid option (but not the obligation) to terminate this Lease with respect by giving written notice to such Hotel by so notifying Landlord not later than the date which is sixty (60) days after the occurrence of such Substantial Taking. If Tenant elects to exercise the right described in the preceding sentenceTenant, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its irrevocable offer to purchase such Hotel for an amount equal to the Fair Market Value thereof. (b) Landlord may reject on or accept Tenant's irrevocable offer to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance within before thirty (30) days from after the date upon which Landlord received Tenant's Notice Date of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to Purchase such Hotel, Landlord shall be deemed to have rejected such offer. If Landlord accepts Tenant's offer to purchase, this Lease shall terminate with respect to such Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase. Upon such termination, Tenant shall pay Landlord all Rent due with respect to such Hotel through such date in addition to the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Substantial Taking, and Landlord shall convey such Hotel to Tenant in accordance with the provisions of Article XXI. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 15.5(a), this Lease shall terminate with respect to the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) as of the actual date of termination. Upon such termination, all condemnation proceeds shall be delivered to Landlord and Tenant shall vacate such Hotel in accordance with the provisions of Section 3.4.

Substantial Taking. If an entire Site or a substantial part of a Site, or access thereto, shall be taken or condemned by any competent authority for any public or quasi-public use or purpose, or, as a result of such taking, the use of such Site shall be materially adversely affected, the Term of this Lease (awith respect to such affected Site only) Upon a Substantial Taking shall end upon and not before the date when the possession of the part so taken shall be required for such use and, except as otherwise provided herein, without apportionment of the award to or for the benefit of Tenant. If this Lease is terminated with respect to any HotelSite pursuant to this Paragraph 11, Fixed Rent at the then-current rate shall be apportioned as of the date of the termination in the notice. Landlord shall be entitled to receive the entire award or payment in connection therewith, except that Tenant shall have the right to terminate this Lease with respect file any claim available to Tenant under applicable Law for any taking of leasehold improvements paid for by Tenant and any Tenant's personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Term and for moving expenses, provided that such Hotel separate award shall not reduce the award or judgment recoverable by so notifying Landlord not later than the date which is sixty (60) days after the occurrence of such Substantial TakingLandlord. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery temporary use or occupancy of its Notice all or any part of termination, deliver to Landlord its irrevocable offer to purchase such Hotel for an amount equal to the Fair Market Value thereof. (b) Landlord may reject or accept Tenant's irrevocable offer to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance within thirty (30) days from the date upon which Landlord received Tenant's Notice of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to Purchase such Hotel, Landlord any Site shall be deemed to have rejected such offer. If Landlord accepts Tenant's offer to purchasetaken by condemnation during the Term, this Lease shall terminate with respect be and remain unaffected by such condemnation, and Tenant shall continue to pay in full the Rent payable hereunder. In the event of any such Hotel on a Base Rent payment date specified by Tenant in its Notice temporary taking for use or occupancy of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt all or any part of Tenant's irrevocable offer to purchase. Upon such terminationSite, Tenant shall pay Landlord all Rent due with respect be entitled to appear, claim, prove and receive the portion of the award for such Hotel through taking that represents compensation for use or occupancy of such date in addition to Site during the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to period of such Substantial Taking, temporary taking and Landlord shall convey such Hotel be entitled to Tenant in accordance with appear, claim, prove and receive the provisions of Article XXI. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 15.5(a), this Lease shall terminate with respect to the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) as portion of the actual date award that represents the costs of termination. Upon restoration of such termination, all condemnation proceeds shall be delivered to Landlord Site and Tenant shall vacate the use or occupancy of such Hotel in accordance with Site after the provisions end of Section 3.4the period of such temporary taking.

Substantial Taking. If there is (a) Upon a Taking of more than 25% of the improvements in the Residential Building, (b) a Taking that results in the loss of more than 25% of the parking spaces for which Tenant has parking rights, (c) a Taking that results in material impairment of access to, parking facilities benefiting, or any material service(s) necessary or appropriate for economic operation of the Private Facilities or a portion thereof, (d) a Taking that would require restoration reasonably estimated by Tenant to cost in excess of two (2) times the then-current aggregate Market Value of the Landlord’s Estate and the Leasehold Estate; (e) a Taking following which the Private Facilities cannot reasonably be operated in a manner substantially consistent with past practice or on a scale that is smaller but nevertheless profitable (after taking into account the payment of all expenses, including Rent as adjusted after the Taking) (each, a “Substantial Taking”), then, at Tenant’s option, the Lease Term shall cease and the Lease shall terminate on the date of the Taking. If this Lease continues in effect following a Substantial Taking of any HotelTaking, Tenant shall have the right to terminate this Lease with respect to such Hotel by so notifying Landlord not later than then from and after the date which is sixty (60) days after the occurrence of such Substantial Taking, the Base Rent shall be reduced proportionately by the portion of the Private Facilities no longer subject to this Lease. If The Award for a Substantial Taking (other than a Temporary Taking that involves a Substantial Taking, which is addressed below) shall be allocated as follows: (i) Landlord shall be entitled to claim and recover from the condemning authority the Value of Landlord’s Estate; (ii) Tenant elects shall be entitled to exercise claim and recover from the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its irrevocable offer to purchase such Hotel for condemning authority an amount equal to the Fair Market Value thereof. of the Leasehold Estate; and (biii) except as otherwise set forth herein the balance of the Award, if any, shall be paid on a pari passu (i.e., share and share alike) basis to Landlord may reject or accept and Tenant's irrevocable offer . Notwithstanding the foregoing and subject in all events to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance within thirty (30) days from the date upon which Landlord received Tenant's Notice of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt terms of Tenant's irrevocable offer ’s Leasehold Mortgage, Tenant shall be entitled to Purchase such Hotel, 100% of an Award granted on account of the loss of the Leasehold Interest and Landlord shall be deemed entitled to have rejected such offer. If Landlord accepts Tenant's offer to purchase100% of an Award granted on account of the loss of the Landlord’s Estate, this Lease shall terminate with respect to such Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase. Upon such termination, Tenant shall pay Landlord all Rent due with respect to such Hotel through such date in addition subject to the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant terms of any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Substantial Taking, and Landlord shall convey such Hotel to Tenant in accordance with the provisions of Article XXIFee Mortgage. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 15.5(a), this Lease shall terminate with respect to the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) as of the actual date of termination. Upon such termination, all condemnation proceeds shall be delivered to Landlord and Tenant shall vacate such Hotel in accordance with the provisions of Section 3.4.

Substantial Taking. If an entire Site or a substantial part of a Site, or access thereto, shall be taken or condemned by any competent authority for any public or quasi-public use or purpose, or, as a result of such taking, the use of such Site shall be materially adversely affected, the Term of this Lease (awith respect to such affected Site only) Upon a Substantial Taking shall end upon and not before the date when the possession of the part so taken shall be required for such use and, except as otherwise provided herein, without any Hotelmodification or adjustment of Rent in connection therewith. Landlord shall be entitled to receive the entire award or payment in connection therewith, except that Tenant shall have the right to terminate this Lease with respect file any claim available to Tenant under applicable Law for any taking of leasehold improvements paid for by Tenant and any Tenant’s personal property and fixtures belonging to Tenant and removable by Tenant upon expiration of the Term and for moving expenses, provided that such Hotel separate award shall not reduce the award or judgment recoverable by so notifying Landlord; provided, further, that Landlord not later than shall be permitted, at its sole discretion, to apportion a portion of any award received to Tenant as consideration for losses suffered by T▇▇▇▇▇ as a result of a taking. In the date which event that an entire Site is sixty (60) days after the occurrence of such Substantial Taking. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its irrevocable offer to purchase such Hotel for an amount equal to the Fair Market Value thereof. (b) Landlord may reject or accept Tenant's irrevocable offer to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance within thirty (30) days from the date upon which Landlord received Tenant's Notice of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to Purchase such Hoteltaken, Landlord shall have the option, at its sole discretion, of designating a replacement Site which shall replace the taken Site, in every instance, in this Lease. In the event that Landlord designates a replacement Site subsequent to a taking of an entire Site, the value of such replacement Site shall be deemed taken into consideration in determining the portion of any award apportioned to have rejected Tenant by Landlord in consequence of such offertaking (as provided for herein). Notwithstanding the foregoing, if Tenant is required by applicable law to provide a replacement Site for Members, Landlord shall use proceeds from the taking to purchase a replacement Site that satisfies the applicable Legal Requirements. If Landlord accepts Tenant's offer to purchasethe temporary use or occupancy of all or any part of any Site shall be taken by condemnation during the Term, this Lease shall terminate with respect be and remain unaffected by such condemnation, and Tenant shall continue to pay in full the Rent payable hereunder. In the event of any such Hotel on a Base Rent payment date specified by Tenant in its Notice temporary taking for use or occupancy of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt all or any part of Tenant's irrevocable offer to purchase. Upon such terminationSite, Tenant shall pay Landlord all Rent due with respect be entitled to appear, claim, prove and receive the portion of the award for such Hotel through taking that represents compensation for use or occupancy of such date in addition to Site during the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to period of such Substantial Taking, temporary taking and Landlord shall convey such Hotel be entitled to Tenant in accordance with appear, claim, prove and receive the provisions of Article XXI. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 15.5(a), this Lease shall terminate with respect to the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) as portion of the actual date award that represents the costs of termination. Upon restoration of such termination, all condemnation proceeds shall be delivered to Landlord Site and Tenant shall vacate the use or occupancy of such Hotel in accordance with Site after the provisions end of Section 3.4the period of such temporary taking.

Substantial Taking. If all or substantially all of the Premises shall be taken for public or quasi-public purposes, and if Tenant determines that such event has rendered the Premises unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant’s business, then Tenant, in lieu of rebuilding as contemplated by paragraph 13, shall, not later than 90 days after such occurrence (aincluding a final determination of the condemnation award associated therewith), deliver to Landlord (i) Upon a Substantial Taking notice of any Hotel, Tenant shall have the right its intention to terminate this Lease with respect on a date occurring not more than 180 days nor less than 90 days after such notice (the “Termination Date”), (ii) a certificate by the president or a vice president of Tenant describing the event giving rise to such Hotel by so notifying Landlord not later than the date which is sixty (60) days after the occurrence of such Substantial Taking. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its stating that such event has rendered the Premises unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant’s business and that such termination will not violate any operating agreement or covenant then in effect, and (iii) an irrevocable offer to purchase such Hotel for an amount any remaining portion of the Premises and the related condemnation award at a price equal to the Fair Market Value thereof. greater of (bx) $14,800,000.00 plus any prepayment premium or breakage fees charged by Mortgagee, or (y) the fair market value (as determined in accordance with Exhibit E) of the Premises, considered as encumbered by this Lease including assuming all Extension Terms have been exercised by Tenant and considered as not having been the subject of a condemnation. Notwithstanding the foregoing, in no event shall the final determination of the condemnation award exceed $16,280,000.00. Landlord may shall accept or reject or accept Tenant's irrevocable such offer by notice given to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance within not later than thirty (30) days from the date upon which Landlord received after receipt of Tenant's Notice of termination. If ’s notice, and if Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to Purchase such Hotelact, Landlord it shall be deemed to have rejected such accepted the offer. If Landlord accepts Tenant's shall have accepted such offer to purchase, this Lease shall terminate with respect to such Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase. Upon such termination, Tenant shall pay Landlord all Rent due with respect to such Hotel through such date in addition to the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Substantial Taking, and Landlord shall convey such Hotel to Tenant in accordance with the provisions of Article XXI. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer have accepted such offer, (1) on the Termination Date, Landlord shall convey by special or limited warranty deed to purchase pursuant Tenant any remaining portion of the Premises in accordance with paragraph 29, along with the right to Section 15.5(a)receive any related condemnation award to which Landlord is entitled, (2) this Lease shall terminate with respect no longer apply to the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) Premises as of the actual date of termination. Upon such terminationTermination Date, all condemnation proceeds shall be delivered except for liabilities which accrued prior thereto related to the Premises, (3) Landlord and Tenant shall vacate execute a termination to this Lease confirming the foregoing, which termination shall be prepared by or on behalf of Landlord, and (4) Tenant shall pay all of Landlord’s costs and expenses (including attorney’s fees and expenses) related to all of the foregoing. If Landlord rejects such Hotel in accordance with offer, as of the provisions Termination Date, (1) this Lease shall no longer apply to the Premises, except for liabilities which accrued prior thereto related to the Premises, (2) Landlord and Tenant shall execute a termination of Section 3.4this Lease confirming the foregoing, which termination shall be prepared by or on behalf of Landlord, and (3) Tenant shall pay all of Landlord’s costs and expenses (including attorney’s fees and expenses) related to all of the foregoing.

Substantial Taking. If all or substantially all of either or both of the office building component or the warehouse component(s) of the Improvements or the related Land shall be taken for public or quasi-public purposes after Substantial Completion of either such component, and if Tenant determines that such event has rendered the either or both of such components unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant's business, then Tenant, in lieu of rebuilding as contemplated by Paragraph 12, shall, not later than ninety (a90) Upon a Substantial Taking days after such occurrence, deliver to Landlord (i) notice of any Hotel, Tenant shall have the right its intention to terminate this Lease with respect as to such Hotel by so notifying Landlord the affected component on a date occurring not later more than the date which is ninety-five (95) days nor less than sixty (60) days after such notice (the occurrence "Termination Date"), (ii) a certificate by the president or a vice president of Tenant describing the event giving rise to such Substantial Taking. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its stating that such event has rendered the affected component unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant's business and that such termination will not violate any operating agreement or covenant then in effect, and (iii) an irrevocable offer to purchase any remaining portion of the affected component and the related condemnation award at a price equal) 35% of the Offer Amount in the case of the office building component and 65% of the Offer Amount in the case of the warehouse component, plus in either case any prepayment premium or breakage fees charged by Mortgagee. Landlord shall accept or reject such Hotel for an amount equal offer by notice given to the Fair Market Value thereof. (b) Landlord may reject or accept Tenant's irrevocable offer to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance within not later than thirty (30) days from the date upon which Landlord received Tenant's Notice of termination. If Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its after receipt of Tenant's irrevocable offer notice, and if Landlord fails to Purchase such Hotelact, Landlord it shall be deemed to have rejected such accepted the offer. If Landlord accepts shall have accepted such offer or is deemed to have accepted such offer, on the Termination Date, Landlord shall convey by quitclaim deed to Tenant any remaining portion of the affected component free of liens and encumbrances (except those existing on the Commencement Date, exclusive of the Mortgage, or thereafter created with the written consent of the Tenant's offer ), along with the right to purchasereceive any condemnation award to which Landlord is entitled. If Landlord rejects such offer, this Lease shall terminate with respect as to such Hotel the affected component on a Base Rent payment date specified by Tenant in its Notice of termination the Termination Date except for liabilities which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchaseaccrued prior thereto. Upon completion of such termination, Tenant shall pay Landlord sale (if applicable) and in all events upon the payment of all Fixed Rent due with respect to such Hotel and Additional Rent payable through such date in addition to the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Substantial Taking, and Landlord shall convey such Hotel to Tenant in accordance with the provisions of Article XXI. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 15.5(a)Termination Date, this Lease shall terminate as to the affected component on the Termination Date, except with respect to liabilities which arose on or prior to the Termination Date. If any subdivision, lot split or similar procedure is required in order for Landlord to comply with this paragraph, the Termination Date shall be postponed until completion of such procedure, and all costs associated with such procedure shall be paid by Tenant. After the Termination Date, this Lease shall continue in full force and effect with respect to the affected Hotel on a Base Rent payment date specified building component unaffected by Tenant in its Notice such taking or notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) as of the actual date of termination. Upon such termination, all condemnation proceeds shall be delivered to Landlord and Tenant shall vacate such Hotel in accordance with the provisions of Section 3.4taking.

Substantial Taking. If (a) Upon a Substantial Taking all or substantially all of any HotelSite shall be taken for public or quasi-public purposes, and (b) Tenant determines that such event has rendered the Site unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant’s business, then Tenant shall have the right (i) to continue to pay Rent, whereupon this Lease shall remain in full force and effect and the condemnation proceeds will be apportioned between Landlord and Tenant (with Tenant’s portion being applied to reduce Rent and any balance thereof, if any, due Tenant not applied to reduce Rent shall be paid to Landlord) based upon the fair market value of the Site as encumbered by this Lease for the then remaining Lease Term compared with the fair market value of the Site as encumbered by this Lease, including the residual value of the Site after the then remaining Lease Term (which apportionment shall be agreed to by Landlord and Tenant based on the foregoing and if Landlord and Tenant are unable to agree on such apportionment then the fair market values used in such apportionment shall be made in accordance with general procedures set forth on Exhibit H for resolving the fair market value of Rent during an Extension Term, with such determination instead being made of the apportionment between Landlord and Tenant based upon the fair market value of the Site as encumbered by this Lease for the then remaining Lease Term compared with the fair market value of the Site as encumbered by this Lease, including the residual value of the Site after the then remaining Lease Term, with each party selecting an appraiser and otherwise following the procedures set forth on Exhibit H) or (ii) at a time after such occurrence (including a final determination of the condemnation award associated therewith), to deliver to Landlord (i) notice of its intention to terminate this Lease solely with respect to that portion of the Premises constituting such Hotel by so notifying Landlord taken Site on a date occurring not later more than the date which is sixty (60) 180 calendar days nor less than 90 calendar days after such notice (the occurrence “SiteTermination Date”), (ii) a certificate by the president or a vice president of Tenant describing the event giving rise to such Substantial Taking. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its stating that such event has rendered such taken Site unavailable for use or unsuitable for restoration for continued use and occupancy in Tenant’s business and that such termination will not violate any operating agreement or covenant then in effect, and (iii) an irrevocable offer to purchase any remaining portion of such Hotel for an amount taken Site and the related condemnation award at a price equal to the Fair Market Value thereof. (b) Calculated Site Price for such Site. Landlord may shall accept or reject or accept Tenant's irrevocable such offer by notice given to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance within not later than thirty (30) calendar days from the date upon which Landlord received after receipt of Tenant's Notice of termination. If ’s notice, and if Landlord fails to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to Purchase such Hotelact, Landlord it shall be deemed to have rejected such accepted the offer. If Landlord accepts Tenant's shall have accepted such offer to purchase, this Lease shall terminate with respect to such Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase. Upon such termination, Tenant shall pay Landlord all Rent due with respect to such Hotel through such date in addition to the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Substantial Taking, and Landlord shall convey such Hotel to Tenant in accordance with the provisions of Article XXI. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer have accepted such offer, (1) on the Site Termination Date, Landlord shall convey by special or limited warranty deed to purchase pursuant Tenant any remaining portion of the applicable Site in accordance with paragraph 29, along with the right to Section 15.5(a)receive any related condemnation award to which Landlord is entitled, (2) this Lease shall terminate with respect no longer apply to such Site as of the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination Site Termination Date, except for liabilities which occurs not earlier than ninety accrued prior thereto related to such condemned Site, (903) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless remain in full force and until Tenant effect for the remaining Sites except that the Fixed Rent shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) as be reduced by the amount of the actual date of termination. Upon Site percentage for such terminationtaken Site set forth on Exhibit E hereto, all condemnation proceeds shall be delivered to (4) Landlord and Tenant shall vacate execute an amendment to this Lease confirming the foregoing, which amendment shall be prepared by or on behalf of Landlord, and (5) Tenant shall pay the Calculated Site Price for such Hotel Site and all of Landlord’s costs and expenses (including attorney’s fees and expenses) related to all of the foregoing. If Landlord rejects such offer, as of the Site Termination Date, (1) this Lease shall no longer apply to such Site, except for liabilities which accrued prior thereto related to such condemned Site, (2) this Lease shall remain in accordance with full force and effect for the provisions remaining Sites except that the Fixed Rent shall be reduced by the amount of Section 3.4the Site percentage for such Site set forth on Exhibit E hereto, (3) Landlord and Tenant shall execute an amendment to this Lease confirming the foregoing and making appropriate adjustments to the Exhibits, which amendment shall be prepared by or on behalf of Landlord, and (4) Tenant shall pay all of Landlord’s reasonable costs and expenses (including reasonable attorney’s fees and expenses) related to all of the foregoing.

Substantial Taking. If more than twenty percent (a20%) Upon a Substantial Taking of the floor area of the Premises should be taken for any Hotelpublic or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain or by private purchase in lieu thereof, this Lease shall terminate and the Rent (excluding Rent accruing with respect to the period prior to the date of such termination) shall be abated during the un-expired portion of this Lease, effective on the date physical possession is taken by the condemning authority. If less than twenty percent (20%) of the floor area of the Premises should be taken as aforesaid, this Lease shall not terminate; however, the Base Rent payable hereunder during the un-expired portion of this Lease shall be reduced in proportion to the area taken, effective on the date physical possession is taken by the condemning authority. Following such partial taking, Landlord shall make all necessary repairs or alterations within the scope of Landlord’s Work as described in Exhibit C necessary to make the Premises an architectural whole. If any part of the Common Area shall be taken as aforesaid, this Lease shall not terminate, nor shall the Rent payable hereunder be reduced; provided, however, either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Property shall have be less than fifty percent (50%) of the right area of the Common Area immediately prior to the taking. Any election to terminate this Lease in accordance with respect to such Hotel this provision shall be evidenced by so notifying Landlord not later than the date which is sixty (60) days after the occurrence written notice of such Substantial Taking. If Tenant elects to exercise the right described in the preceding sentence, it shall, simultaneously with its delivery of its Notice of termination, deliver to Landlord its irrevocable offer to purchase such Hotel for an amount equal termination delivered to the Fair Market Value thereof. (b) Landlord may reject or accept Tenant's irrevocable offer to purchase such Hotel by sending Tenant a Notice of such rejection or acceptance other party within thirty (30) days from after the date upon which Landlord received Tenant's Notice physical possession is taken by the condemning authority. All compensation awarded for any taking for public purposes, whether permanent or temporary (or the proceeds of termination. If Landlord fails private sale in lieu thereof), of the Premises or Common Area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to send Tenant a Notice of rejection or acceptance within thirty (30) days of its receipt of Tenant's irrevocable offer to Purchase such HotelLandlord; provided, however, Landlord shall be deemed have no interest in any award made to have rejected such offer. If Landlord accepts Tenant's offer to purchaseTenant for loss of business, this Lease shall terminate with respect to such Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt relocation expenses and/or for the taking of Tenant's irrevocable offer ’s fixtures and other personal property of Tenant if a separate award for such items is made to purchaseTenant and does not diminish the award payable to Landlord. Upon such termination, Tenant shall pay Landlord all Rent due with respect in no event be entitled to such Hotel through such date in addition to any award made for the Fair Market Value thereof, and Landlord and the Insurance Trustee shall assign to Tenant all their right, title and interest in condemnation proceeds payable and shall deliver to Tenant any condemnation proceeds previously paid to, or then held by, either Landlord or the Insurance Trustee with respect to such Substantial Taking, and Landlord shall convey such Hotel to Tenant in accordance with the provisions of Article XXI. (c) If Landlord rejects or is deemed to reject Tenant's irrevocable offer to purchase pursuant to Section 15.5(a), this Lease shall terminate with respect to the affected Hotel on a Base Rent payment date specified by Tenant in its Notice of termination which occurs not earlier than ninety (90) days nor later than one hundred twenty (120) days after Landlord's receipt of Tenant's irrevocable offer to purchase, provided that this Lease shall not terminate with respect to such Hotel unless and until Tenant shall have paid all sums due hereunder (including, without limitation, all taxes and insurance premiums) as value of the actual date unexpired Term of termination. Upon such termination, all condemnation proceeds shall be delivered to Landlord and Tenant shall vacate such Hotel in accordance with the provisions of Section 3.4this Lease.