Common use of Taking Clause in Contracts

Taking. Any portion of the Collateral shall be taken through condemnation, nationalization, expropriation or seizure or the value of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Facility Agent may, and at the request of the Required Lenders shall, by notice to the Administrative Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt by the Facility Agent of written notice executed and delivered by the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement Actions.

Taking. Any “Taking” shall mean and refer to the acquisition or taking of property (or any right, title or interest therein) by any governmental or quasi-governmental authority acting under power of condemnation or eminent domain, and shall encompass contested as well as uncontested takings as long as initiated by the applicable governmental or quasi-governmental authority. If the whole of the Premises is temporarily taken for a period in excess of thirty (30) days, or is permanently taken, in either case by virtue of a Taking, this Lease shall automatically terminate as of the date title vests in the condemning authority, and Tenant shall pay all Base Rent, additional rent, and other payments up to that date. If (a) twenty percent (20%) or more of the Premises is permanently taken by virtue of a Taking, or (b) in the case of a Taking of less than twenty percent (20%) of the Premises, Tenant is unable to make reasonable use of the balance of the Premises remaining after the Taking, as determined by Tenant in its reasonable, good faith discretion, or (c) access to the Building or Premises by Tenant is, by virtue of a Taking, permanently denied, or (d) if free parking is provided for under this Lease, the parking ratio for the Building is, by virtue of a Taking of any parking areas serving the Building, permanently reduced to a ratio which fails to meet applicable code requirements after taking into account any portion of the Collateral shall be Building taken through condemnation, nationalization, expropriation or seizure or the value of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and any reasonable substitute parking provided by Landlord in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Facility Agent may, and at the request lieu of the Required Lenders shallparking areas so taken, then Landlord and Tenant shall each have the right (to be exercised by written notice to the Administrative Borrower, take either or both other within sixty (60) days after receipt of notice of said taking) to terminate this Lease effective upon the date when possession of the following actionsapplicable portion of the Land and/or Building is taken thereunder pursuant to such Taking. If neither party elects to terminate this Lease, as aforesaid, then Landlord shall diligently, and within a reasonable time, after title vests in the condemning authority, repair and restore, at Landlord’s expense, the portion not taken so as to render same or different times: (i) terminate forthwith into an architectural whole to the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in partextent reasonably practicable, whereupon the principal and, if any portion of the Loans so declared to Premises is taken, thereafter the Base Rent (and Tenant’s Share) shall be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or reduced (on a per square foot basis) in any other Loan Document proportion to the contrary notwithstanding; portion of the Premises taken. If there is a temporary Taking involving the Premises or Building, or if a Taking of other portions of the Building or common areas does not deny Tenant access to the Building and Premises, or if less than twenty percent (20%) of the Premises is permanently taken by a Taking and Tenant is able to make reasonable use of the balance of the Premises as determined by Tenant in any eventits reasonable good faith discretion, with respect to Guarantor or any Borrower described in paragraph (g) or (h) abovethen this Lease shall not terminate, and Landlord shall, as soon as reasonably practicable thereafter, repair and restore, at its own expense, the Commitments shall automatically terminate and portion not taken so as to render same into an architectural whole to the principal fullest extent reasonably practicable. If any portion of the Loans Premises was permanently taken, then outstanding, together with accrued interest thereon the Base Rent (and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, Tenant’s Share) shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or be reduced (on a per square foot basis) in any other Loan Document proportion to the contrary notwithstandingportion of the Premises taken, commencing on the date Tenant is deprived of the use of such portion of the Premises. Notwithstanding anything If any portion of the Premises was temporarily taken, then the Base Rent (and Tenant’s Share) shall be reduced (on a per square foot basis) in proportion to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment portion of the Obligations and commence and pursue Premises taken for the period of such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h)temporary taking, the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after that is, from the date upon which Tenant is deprived of the receipt by use of such portion of the Facility Agent Premises until the date Tenant is restored to the use of written notice executed and delivered by such portion of the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement ActionsPremises.

Taking. Any 7.2.1 If a Taking shall occur during the Operating Term, as to the whole of the Hotel, or in Manager's reasonable opinion that makes it imprudent or unsuitable to use and operate the remaining portion of the Collateral shall be taken through condemnationHotel in accordance with the Operating Standard, nationalization, expropriation then either Owner or seizure or the value of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event Manager may terminate this Contract upon ninety (other than an event with respect to Guarantor or any Borrower described in paragraph (g90) or (h) above), and at any time thereafter during the continuance of such event, the Facility Agent may, and at the request of the Required Lenders shall, by days' notice to the Administrative Borrower, take either or both other Party. If the Taking affects only a part of the following actionsHotel or the real property on which it is erected and if the Taking of such part does not make it unsuitable or imprudent, at in Manager's reasonable opinion, to operate the same remainder in accordance with the Operating Standard, this Contract shall not terminate, and Owner shall, subject to the applicable provisions of the Credit Agreement and any Succeeding Financing, undertake such alterations or different timesmodifications to the Hotel, or any part thereof, as shall be reasonably necessary and practicable to make the Hotel a satisfactory architectural unit as a hotel of the type and class immediately preceding such taking or condemnation. 7.2.2 Manager shall have the right in the case of a Taking either to institute or to intervene in any available administrative proceeding or judicial action intended to determine just compensation for such Taking, for the purpose of representing Manager's compensable interest in any award therefor arising from this Contract and more specifically from Manager's right of quiet enjoyment. Any award made to Owner that does not recognize the separate compensable interest of Manager shall be apportioned between the Parties in consideration, without limitation, of such factors as: (i) terminate forthwith the Commitments and recoupment by Owner of its investment, (ii) declare the Loans then outstanding return on Owner's investment to be forthwith due and payable in whole or in partdate, whereupon the principal (iii) actual loss of income (including Manager's fee income hereunder), (iv) loss of reasonably anticipated future income (including Manager's fee income hereunder), (v) length of the Loans so declared to be due and payableunexpired term (including any renewals) of this Contract, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document and/or (vi) the proportion that the Management Fee has historically borne to the contrary notwithstanding; and in any event, with respect return to Guarantor or any Borrower described in paragraph Owner after payment of such fee. If the Parties cannot agree upon such apportionment within ninety (g90) or (h) above, days after the Commitments shall automatically terminate and the principal amount of the Loans then outstandingaward payable to Owner has been determined by settlement or a final judicial determination, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document either Party may submit the dispute for resolution pursuant to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt by the Facility Agent of written notice executed and delivered by the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement ActionsArticle 10.

Taking. Any Taking" shall mean and refer to the acquisition or taking of property (or any right, title or interest therein) by any governmental or quasi-governmental authority acting under power of condemnation or eminent domain, and shall encompass contested as well as uncontested takings as long as initiated by the applicable governmental or quasi-governmental authority. If the whole of the Premises is temporarily taken for a period in excess of thirty (30) days, or is permanently taken, in either case by virtue of a Taking, this Lease shall automatically terminate as of the date title vests in the condemning authority, and Tenant shall pay all Base Rent, additional rent, and other payments up to that date. If (a) twenty percent (20%) or more of the Premises is permanently taken by virtue of a Taking, or (b) in the case of a Taking of less than twenty percent (20%) of the Premises, Tenant is unable to make reasonable use of the balance of the Premises remaining after the Taking, as determined by Tenant in its reasonable, good faith discretion, or (c) access to the Building or Premises by Tenant is, by virtue of a Taking, permanently denied, or (d) if free parking is provided for under this Lease, the parking ratio for the Building is, by virtue of a Taking of any parking areas serving the Building, permanently reduced to a ratio which fails to meet applicable code requirements after taking into account any portion of the Collateral shall be Building taken through condemnation, nationalization, expropriation or seizure or the value of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and any reasonable substitute parking provided by Landlord in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Facility Agent may, and at the request lieu of the Required Lenders shallparking areas so taken, then Landlord and Tenant shall each have the right (to be exercised by written notice to the Administrative Borrower, take either or both other within sixty (60) days after receipt of notice of said taking) to terminate this Lease effective upon the date when possession of the following actionsapplicable portion of the Property is taken thereunder pursuant to such Taking. If neither party elects to terminate this Lease, as aforesaid, then Landlord shall diligently, and within a reasonable time, after title vests in the condemning authority, repair and restore, at Landlord's expense, the portion not taken so as to render same or different times: (i) terminate forthwith into an architectural whole to the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in partextent reasonably practicable, whereupon the principal and, if any portion of the Loans so declared to Premises is taken, thereafter the Base Rent (and Tenant's Share) shall be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or reduced (on a per square foot basis) in any other Loan Document proportion to the contrary notwithstanding; portion of the Premises taken. If there is a temporary Taking involving the Premises or Building, or if a Taking of other portions of the Building or common areas does not deny Tenant access to the Building and Premises, or if less than twenty percent (20%) of the Premises is permanently taken by a Taking and Tenant is able to make reasonable use of the balance of the Premises as determined by Tenant in any eventits reasonable good faith discretion, with respect to Guarantor or any Borrower described in paragraph (g) or (h) abovethen this Lease shall not terminate, and Landlord shall, as soon as reasonably practicable thereafter, repair and restore, at its own expense, the Commitments shall automatically terminate and portion not taken so as to render same into an architectural whole to the principal fullest extent reasonably practicable. If any portion of the Loans Premises was permanently taken, then outstanding, together with accrued interest thereon the Base Rent (and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, Tenant's Share) shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or be reduced (on a per square foot basis) in any other Loan Document proportion to the contrary notwithstandingportion of the Premises taken, commencing on the date Tenant is deprived of the use of such portion of the Premises. Notwithstanding anything If any portion of the Premises was temporarily taken, then the Base Rent (and Tenant's Share) shall be reduced (on a per square foot basis) in proportion to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment portion of the Obligations and commence and pursue Premises taken for the period of such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h)temporary taking, the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after that is, from the date upon which Tenant is deprived of the receipt by use of such portion of the Facility Agent Premises until the date Tenant is restored to the use of written notice executed and delivered by such portion of the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement ActionsPremises.

Taking. Any If the Premises, or such portion thereof as to render the balance (when reconstructed) unsuitable for the purposes of the Collateral Tenant in the reasonable opinion of the Landlord, shall be taken through condemnationby condemnation or right of eminent domain, nationalizationeither party, expropriation or seizure or upon written notice to the value of such property other, shall be impaired through condemnationentitled to terminate this Lease, which provided that such notice is given not later than thirty (30) days after the Tenant has been deprived of possession. For the purposes of this Article, any deed or other transfer of title in lieu of any such taking shall be treated as such a taking. Moreover, impairmentfor the purposes of this Article, nationalization, expropriation such a taking of the Tenant's entire leasehold interest hereunder in the Premises (or seizure could reasonably assignment or termination in lieu thereof) shall be expected to have treated as a Material Adverse Effect; thentaking of the entire Premises, and in every such event (other than an event with respect to Guarantor the Tenant shall be treated as having been deprived of possession on the effective date thereof. Should any part of the Premises be so taken or any Borrower described in paragraph (g) or (h) above)condemned, and at any should this lease not be terminated in accordance with the foregoing provision, the Landlord covenants and agrees within a reasonable time thereafter during after such taking or condemnation, and the continuance determination of the Landlord's award therein, to expend so much as may be necessary of the net amount which may be awarded to the Landlord in such condemnation proceedings in restoring the Premises to an architectural unit as nearly like their condition prior to such taking as shall be practicable. Should the net amount so awarded to the Landlord be insufficient to cover the cost of restoring the Premises, as estimated by the Landlord's architect, the Landlord may, but shall not be obligated to, supply the amount of such eventinsufficiency and restore the Premises as above provided, with all reasonable diligence, or terminate this lease. Where the Tenant has not already exercised any right of termination accorded to it under the foregoing portion of this paragraph, the Facility Agent may, and at Landlord shall notify the request Tenant of the Required Lenders shallLandlord's election not later than ninety (90) days after the final determination of the amount of the award. Further, if so much of the Commercial Unit shall be so taken that continued operation of the Commercial Unit as operated prior to the taking would be uneconomic in the Landlord's judgment or prohibited by zoning or other applicable law or by or pursuant to applicable provisions of the Condominium Documents or the Land Disposition Agreement, the Landlord shall have the right to terminate this lease by giving notice to the Administrative Borrower, take either or both Tenant of the following actions, at the same or different times: Landlord's desire so to do not later than thirty (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (12030) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the effective date of the receipt by the Facility Agent of written notice executed and delivered by the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement Actionssuch taking.

Taking. Any 899 (a) In the event that the Parking Facility, or any part thereof, or access thereto, shall be taken 900 in condemnation proceedings or by exercise of any right of eminent domain or by agreement (such as 901 deed in lieu of an eminent domain action) between Landlord, Tenant, and those authorized to exercise 902 such right (any such matters being hereinafter referred to as a “taking”), Landlord and Tenant shall have 903 the right to participate in any such condemnation proceedings or agreement for the purpose of protecting 904 their interests hereunder. Each party so participating shall pay its own expenses and fees incurred therein. 905 906 (b) If at any time during the Term of this Lease there shall be a taking of any of the Parking 907 Facility, so that as a result of the taking, or condemnation or deed in lieu of such taking (the “Taking”), 908 Tenant is unable to use, in a commercially reasonable manner, any portion of the Collateral Parking Facility for its 909 intended purpose, this Lease shall be taken through condemnation, nationalization, expropriation or seizure or the value terminate as of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Facility Agent may, and at the request of the Required Lenders shall, by notice to the Administrative Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt by Taking. If the effect of a Taking event is 910 to cause Tenant to lose the right to use greater than thirty percent (30%) of the Leased Spaces, Tenant will 911 have the right to terminate this Lease or to keep this Lease in effect and to reduce Rent proportionately in 912 accordance with the number of Leased Spaces taken or which Tenant does not have use of relative to the 913 total number of Leased Spaces that existed just prior to the Taking. If the Parking Facility is only 914 partially usable after any such taking, then the Landlord shall have the authority to reallocate parking 915 spaces throughout the Parking Facility subject to availability, and to determine which parking spaces in 916 the Facility Agent will be available for those purposes. Section 11.17(j) shall not apply with respect to an 917 amendment to effectuate the changes provided for in this subsection (b). 918 919 (c) If this Lease shall have terminated as a result of written notice executed a Taking, or if Tenant loses use of any 920 portion of the Leased Spaces as a result of a Taking, then Tenant shall be entitled to assert and delivered recover an 921 award from the condemnor for the loss of the value of Tenant’s leasehold estate and its other rights under 922 this Lease. Additionally, in that action Tenant shall be entitled to assert a claim against condemnor and 923 receive compensation from the condemnor for its other damages incurred as a result of such 924 condemnation. Landlord shall be entitled to assert and recover an award from the condemnor for the loss 925 of Landlord’s remainder interest in the fee estate and all other damages and amounts allowed by the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement Actions.law. 926

Taking. Any portion of (a) If during the Collateral Term the entire Premises shall be taken through condemnation, nationalization, expropriation or seizure condemned by any public authority or for any public use or destroyed by the value action of any public authority (including by sale under threat of such property a taking) (a "Taking"), then this Lease shall terminate on the date on which title vests in such public authority, and the Annual Fixed Rent and Additional Rent shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; thenabated on and as of such date, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Facility Agent may, and at the request parties' obligations hereunder shall cease. If only a part of the Required Lenders shallPremises shall be subject to a Taking, by notice to the Administrative Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained hereinthen, except as hereinafter provided in this Article, this Lease and the Required Lenders Term shall otherwise agreecontinue in full force and effect, the Facility Agent shall demand payment of the Obligations provided that from and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt vesting of title, the Annual Fixed Rent shall be modified to reflect the reduction of the Premises and/or the Building as a result of such Taking. (b) If there is a Taking of more than fifty percent (50%) of the Building, Landlord may elect to terminate this Lease by notice to Tenant given within thirty (30) days after the Facility Agent effective time of written notice executed and delivered by the Required Lenders of an Event of Defaultsuch Taking, and requesting that this Lease shall terminate effective as of the Facility Agent commence Enforcement Actionsdate set forth in Landlord's notice which shall in no event be earlier than thirty (30) days from the date of such notice. (c) If (i) the part of the Premises subject to a Taking contains more than ten percent (10%) of the total area of the Building or a material portion of the parking area located on the Land, (and, with respect to the parking areas, Landlord is unable to provide Tenant with replacement parking reasonably acceptable to Tenant), immediately prior to such acquisition or condemnation, or (ii) if, by reason of such acquisition or condemnation, Tenant no longer has reasonable means of access to ten percent (10%) or more of the area of the Building, then Tenant may terminate this Lease by notice to Landlord, and this Lease shall end and expire on the effective time of the Taking. (d) Upon any termination of this Lease pursuant to the provisions of this Section 5.2, Annual Fixed Rent and Additional Rent shall be apportioned as of, and shall be paid or refunded up to and including, the date of such termination. (e) Upon any acquisition or condemnation of all or any part of the Premises, Landlord shall receive the entire award for any such acquisition or condemnation, and Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term. Nothing contained in this Article V shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for Tenant's Property, alterations installed by Tenant or improvements, the then value of any Tenant's fixtures or personal property and for any moving expenses.

Taking. Any If the whole or a material portion of the Collateral Premises, the Datacenter, the Campus, the Building or the Project shall be taken through condemnationunder the power of eminent domain, nationalizationor sold to prevent the exercise thereof (collectively, expropriation or seizure a “Taking”), this Lease shall automatically terminate as of the earlier of the date of transfer of title resulting from such Taking or the value date of transfer of possession resulting from such property shall be impaired through condemnationTaking (the “Taking Date”). In the event of a Taking of: (a) such portion of the Datacenter the Building or the Project as shall, which takingin the opinion of Landlord, impairmentsubstantially interfere with Landlord’s operation thereof, nationalization, expropriation or seizure could reasonably be expected Landlord may terminate this Lease upon thirty (30) days written notice to have a Material Adverse Effect; then, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and Tenant given at any time thereafter during prior to the continuance date that is sixty (60) days following the Taking Date or (b) such portion of such eventthe Premises, the Facility Agent mayDatacenter, and at the request Campus, the Building or the Project as shall prevent Tenant from conducting Tenant’s business in any portion of the Required Lenders shallPremises, by for a period of time in excess of ninety (90) days, Tenant shall have the option to terminate this Lease upon thirty (30) days’ written notice to Landlord given at any time prior to the Administrative Borrower, take either or both date that is sixty (60) days following the Taking Date. If a portion of the following actions, at the same or different timesPremises is so taken and this Lease is not terminated: (i) terminate forthwith Landlord shall, with reasonable diligence and at Landlord’s cost (to the Commitments extent of the condemnation award received by Landlord), proceed to restore (to the extent permitted by applicable Laws) the Premises and the Building (other than Tenant’s Personal Property) to a complete, functioning unit and (ii) declare the Loans then outstanding to Base Rent payable hereunder shall be forthwith due and payable in whole or in part, whereupon reduced proportionately based on the principal portion of the Loans so declared Premises that Tenant is prevented from using for the Permitted Use as a result of such Taking. Except as expressly provided otherwise in this Section 10.2, the entire award for any Taking shall belong to Landlord (without deduction for any estate or interest of Tenant), except that Tenant shall be due entitled to independently pursue a separate award for the loss of, or damage to, Tenant’s Personal Property and payableTenant’s relocation costs directly associated with the Taking (but Tenant shall not otherwise assert any claim against Landlord or the condemning authority). No temporary Taking (for less than ninety (90) days) of the Premises, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Documentthe Datacenter, shall become forthwith due and payablethe Campus, without presentment, demand, protest the Building or the Project (or any other notice portion thereof) shall terminate this Lease or entitle Tenant to any abatement of the Rent payable to Landlord under this Lease; provided, however, that any award for any such temporary Taking shall belong to Tenant, but only to the extent that the award applies to any time period during the Term of this Lease. This Section 10.2 shall be Tenant’s sole and exclusive remedy in the event of a Taking, and each of Landlord and Tenant hereby waives the provisions of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document Laws to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt by the Facility Agent of written notice executed and delivered by the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement Actionscontrary.

Taking. Any Taking" shall mean and refer to the acquisition or taking of property (or any right, title or interest therein) by any governmental or quasi-governmental authority acting under power of condemnation or eminent domain, and shall encompass contested as well as uncontested takings as long as initiated by the applicable governmental or quasi-governmental authority. If the whole of the Premises is temporarily taken for a period in excess of thirty (30) days, or is permanently taken, in either case by virtue of a Taking, this Lease shall automatically terminate as of the date title vests in the condemning authority, and Tenant shall pay all Base Rent, additional rent, and other payments up to that date. If (a) twenty percent (20%) or more of the Premises is permanently taken by virtue of a Taking, or (b) in the case of a Taking of less than twenty percent (20%) of the Premises, Tenant is unable to make reasonable use of the balance of the Premises remaining after the Taking, as determined by Tenant in its reasonable, good faith discretion, or (c) access to the Building or Premises by Tenant is, by virtue of a Taking, permanently denied, or (d) if free parking is provided for under this Lease (which Tenant acknowledges is not the case as of the date hereof), the parking ratio for the Building is, by virtue of a Taking of any parking areas serving the Building, permanently reduced to a ratio which fails to meet applicable code requirements after taking into account any portion of the Collateral Building taken and any reasonable substitute parking provided by Landlord in lieu of the parking areas so taken, then Tenant shall have the right (to be exercised by written notice to Landlord within sixty (60) days after receipt of notice of said taking) to terminate this Lease effective upon the date when possession of the applicable portion of the Land and/or Building is taken thereunder pursuant to such Taking. If Tenant does not elect to terminate this Lease as aforesaid, then Landlord shall diligently, and within a reasonable time, after title vests in the condemning authority, repair and restore, at Landlord's expense, the portion not taken so as to render same into an architectural whole to the extent reasonably practicable, and, if any portion of the Premises is taken, thereafter the Base Rent (and Tenant's Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken. If there is a temporary Taking involving the Premises or Building, or if a Taking of other portions of the Building or common areas does not deny Tenant access to the Building and Premises, or if less than twenty percent (20%) of the Premises is permanently taken through condemnationby a Taking and Tenant is able to make reasonable use of the balance of the Premises as determined by Tenant in its reasonable good faith discretion, nationalizationthen this Lease shall not terminate, expropriation or seizure or and Landlord shall, as soon as reasonably practicable thereafter, repair and restore, at its own expense, the value portion not taken so as to render same into an architectural whole to the fullest extent reasonably practicable. If any portion of the Premises was permanently taken, then the Base Rent (and Tenant's Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken, commencing on the date Tenant is deprived of the use of such property portion of the Premises. If any portion of the Premises was temporarily taken, then the Base Rent (and Tenant's Share) shall be impaired through condemnation, which reduced (on a per square foot basis) in proportion to the portion of the Premises taken for the period of such temporary taking, impairmentthat is, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during from the continuance date upon which Tenant is deprived of the use of such event, the Facility Agent may, and at the request portion of the Required Lenders shall, by notice Premises until the date Tenant is restored to the Administrative Borrower, take either or both use of such portion of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt by the Facility Agent of written notice executed and delivered by the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement ActionsPremises.

Taking. Any If there shall be a total taking of the Building in condemnation proceedings or by any right of eminent domain, this Lease and the Term and estate hereby granted shall terminate as of the date of taking of possession by the condemning authority and all Base Rent and Additional Rent under Article 4 shall be prorated and paid as of such termination date. If there shall be a taking of (x) at least forty percent (40%) of the Building or (y) any material (in Landlord’s reasonable judgment) portion of the Collateral Land or the Building, including at least forty percent (40%) of the Premises, then in either such case Landlord may terminate this Lease and the Term and estate granted hereby by giving notice to Tenant within sixty (60) days after the date of taking of possession by the condemning authority, provided that Landlord shall concurrently terminate the leases covering at least 75% of the rentable area of the Building (including the Premises). If there shall be taken through condemnation, nationalization, expropriation or seizure or a taking of the value Premises of such property scope (but in no event less than forty percent (40%) of the Premises) that the untaken part of the Premises would in Tenant’s reasonable judgment be uneconomic to operate, then Tenant may terminate this Lease and the Term and estate granted hereby by giving notice to Landlord within sixty (60) days after the date of taking of possession by the condemning authority. If either Landlord or Tenant shall give a termination notice as aforesaid, then this Lease and the Term and estate granted hereby shall terminate as of the date of such notice and all Base Rent and Additional Rent under Article 4 shall be impaired through condemnation, prorated and paid as of such termination date. In the event of a taking of the Premises which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, does not result in the termination of this Lease (i) the Term and in every such event (other than an event estate hereby granted with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Facility Agent may, and at the request taken part of the Required Lenders shall, Premises shall terminate as of the date of taking of possession by notice the condemning authority and all Base Rent and Additional Rent under Article 4 shall be appropriately abated for the period from such date to the Administrative Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments Expiration Date and (ii) declare Landlord shall perform the Loans then outstanding work required to be forthwith due and payable performed by Landlord pursuant to Section 23.04 of this Lease. “Condemnation” shall mean a total or partial taking in whole condemnation or in part, whereupon the principal by right of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt by the Facility Agent of written notice executed and delivered by the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement Actionseminent domain.

Taking. Any If the whole of the Premises or the sole direct access from the Premises to any adjacent street or highway shall be taken by any public or quasi-public authority under the power of eminent domain or condemnation, then this Lease shall terminate on the date of taking of possession by the condemning authority or the date title vests in the condemning authority. In the event that (i) Twenty Five (25%) percent or more of the Building or the parking serving the Building shall be taken or conveyed by the power of eminent domain or condemnation or (ii) as a result of any taking, regardless of the amount so taken, the remainder of the Premises is rendered unsuitable in Tenant's opinion, reasonably exercised, for the continued operation of Tenant's business, then Tenant shall have the right to terminate this Lease upon ten (10) days prior written notice given to Landlord within thirty (30) days after receipt of written notice from Landlord advising Tenant that a portion of the Collateral shall be Premises has been so taken. If any part of the Premises is so taken through condemnation, nationalization, expropriation or seizure or the value of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; thenconveyed, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) the Lease is not terminated as set forth above), and at any time thereafter during the continuance of such event, the Facility Agent may, and at the request of the Required Lenders shall, by notice to the Administrative Borrower, take either or both of the following actions, at the same or different timesthen: (i) terminate forthwith this Lease shall continue in full force and effect, except that the Commitments Fixed Monthly Rent shall be reduced in the same proportion that the portion of the Premises so taken or conveyed bears to the area of the Premises leased to Tenant, such reduction commencing as of the date that Tenant is required to surrender possession of the part of the Premises taken or conveyed; and (ii) declare the Loans then outstanding Landlord shall make all necessary repairs or alterations to be forthwith due and payable in whole or in part, whereupon the principal restore that portion of the Loans so declared Premises remaining as near to be due its former condition as the circumstances will permit and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to constitute the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal portion of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except Building not taken as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt by the Facility Agent of written notice executed and delivered by the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement Actionsa complete architectural unit.

Taking. Any If the whole of the Premises is taken, either permanently or temporarily, by eminent domain or condemnation, this Lease shall automatically terminate as of the date title vests in the condemning authority, and Tenant shall pay all Base Rent, Additional Rent, and other payments up to that date. If any part of the Premises is permanently taken, or if access to the Premises by Tenant is, by virtue of a taking, denied, by eminent domain or condemnation, then Landlord shall have the right (to be exercised by written notice to Tenant within sixty (60) days after receipt of notice of said taking) to terminate this Lease from the date when possession is taken thereunder pursuant to such proceeding or purchase. In the event fifteen percent (15%) or more of the rentable area of the Premises is taken, then Tenant shall have the right, exercisable upon written notice to Landlord within thirty (30) days after the date that the area so taken vests with the condemning authority, to terminate this Lease. Despite the foregoing, in the event Tenant so delivers a termination notice to Landlord, and Landlord, in its sole discretion, elects to lease other comparable space in the Building that is located on a floor that is adjacent to the floor upon which the Premises is located to Tenant to replace a portion of the Collateral area so taken, such that the rentable area of the remaining portion of the Premises which was not taken, when aggregated with the additional space that Landlord elects to lease to Tenant in the Building, equals at least eighty five percent (85%) of the rentable area of the Premises that existed prior to the taking, then Tenant’s notice of termination shall be deemed automatically rescinded. If this Lease is not terminated, as aforesaid, then Landlord shall within a reasonable time after title vests in the condemning authority, repair and restore, at Landlord’s expense, the portion not taken through condemnationso as to render same into an architectural whole to the fullest extent reasonably possible, nationalizationand, expropriation or seizure or if any portion of the value of such property Premises is taken, thereafter the Base Rent shall be impaired through condemnationreduced (on a per square foot basis) in proportion to the portion of the Premises taken. If there is a temporary taking involving the Premises or Building, which takingif a taking of other portions of the Building or Common Areas does not deny Tenant access to the Building and Premises, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; thenthen this Lease shall not terminate, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above)Landlord shall repair and restore, and at any time thereafter during the continuance of such eventits own expense, the Facility Agent mayportion not taken so as to render same into an architectural whole to the fullest extent reasonably possible, and at the request and, if any portion of the Required Lenders shallPremises was taken, by notice thereafter the Base Rent shall be reduced (on a per square foot basis) in proportion to the Administrative Borrower, take either or both portion of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt by the Facility Agent of written notice executed and delivered by the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement ActionsPremises taken.

Taking. Any If there shall be a total taking of the Building in condemnation proceedings or by any right of eminent domain, this Lease and the Term and estate hereby granted shall terminate as of the date of taking of possession by the condemning authority and all Base Rent and Additional Rent under Article 4 shall be prorated and paid as of such termination date. If there shall be a taking of any material (in Landlord’s reasonable judgment) portion of the Collateral shall be taken through condemnation, nationalization, expropriation or seizure Land or the value of Building (whether or not the Premises are affected by such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), then Landlord may terminate this Lease and at any time thereafter during the continuance of such event, the Facility Agent may, Term and at the request of the Required Lenders shall, estate granted hereby by giving notice to the Administrative Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate Tenant within one hundred and twenty (120) 60 days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt taking of possession by the Facility Agent condemning authority. If there shall be a taking of written the Premises of such scope (but in no event less than 25% of the Above-Grade Premises) that the untaken part of the Premises would in Tenant’s reasonable judgment be uneconomic to operate, then Tenant may terminate this Lease and the Term and estate granted hereby by giving notice executed and delivered to Landlord within 60 days after the date of taking of possession by the Required Lenders condemning authority. If either Landlord or Tenant shall give a termination notice as aforesaid, then this Lease and the Term and estate granted hereby shall terminate as of an Event the date of Default, such notice and requesting that all Base Rent and Additional Rent under Article 4 shall be prorated and paid as of such termination date. In the Facility Agent commence Enforcement Actionsevent of a taking of the Premises which does not result in the termination of this Lease (a) the Term and estate hereby granted with respect to the taken part of the Premises shall terminate as of the date of taking of possession by the condemning authority and all Base Rent and Additional Rent under Article 4 shall be appropriately abated for the period from such date to the Expiration Date and (b) Landlord shall perform the work required to be performed by Landlord pursuant to Section 23.04 of this Lease. “Condemnation” shall mean a total or partial taking in condemnation or by right of eminent domain.

Taking. Any portion In the event that Seller has knowledge through receipt of written notice of the Collateral actual or threatened taking of all or any part of the Owned Real Property by exercise of right of eminent domain, Seller will give Purchaser prompt written notice (a "Condemnation Notice") of such event. If, on or before the Closing Date, all of the Owned Real Property shall be taken through condemnationor threatened to be taken by exercise of right of eminent domain, nationalization, expropriation or seizure or the value of such property there shall be impaired through condemnationtaken or threatened to be taken so material a part thereof that, which takingin the reasonable judgment of Purchaser, impairmentthe taking does, nationalizationor in the case of a threatened taking will, expropriation materially interfere with the operation of the Business, then Purchaser may terminate this Agreement and abandon the transactions contemplated hereby pursuant to Section 14.01(g) by giving Seller written notice to such effect by the earlier of (i) the then-scheduled Closing Date or seizure could reasonably be expected (ii) 30 days after Seller has given Purchaser the Condemnation Notice. If Purchaser does not timely elect to have a Material Adverse Effect; thenterminate this Agreement and abandon the transactions contemplated hereby or if Purchaser is obligated to close because the condemnation does not materially interfere with the operation of the Business (and provided neither Party has otherwise properly terminated this Agreement and abandoned the transactions contemplated hereby in accordance with Section 14.01), then the Closing shall take place as herein provided without any abatement of the Consideration, and Seller shall, pursuant to Section 2.07, assign to Purchaser all of Seller's right, title and interest in every and to any condemnation award; provided, however, such event award will not be treated as Transferred Cash or Working Capital (other than an event except to the extent, if any, that the Assets and Properties in respect of which the award is paid or payable would have been so treated). For purposes of this Section 13.02, the term "taking" shall include temporary as well as permanent takings, and a taking shall not be deemed "threatened" unless and until a fund for the payment of the anticipated compensation for such taking shall have been appropriated or some official action with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance such taking shall have been taken by a governmental body possessing powers of such event, the Facility Agent may, and at the request of the Required Lenders shall, by notice to the Administrative Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt by the Facility Agent of written notice executed and delivered by the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement Actionseminent domain.

Taking. Any In case the whole of the Premises, or such part thereof as shall substantially interfere with Tenant’s use and occupancy thereof, shall be taken by any lawful power or authority by exercise of the right of eminent domain, or sold to prevent such taking, within sixty (60) days after receipt of notice of such taking, either Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority. If such portion of the Collateral shall be Building or Project is so taken through condemnationor sold so as to require, nationalizationin the opinion of Landlord, expropriation a substantial alteration or seizure or the value of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Facility Agent may, and at the request reconstruction of the Required Lenders shallremaining portions thereof, by notice to or which renders the Administrative BorrowerBuilding or Project economically unviable for its use as presently intended, take either or both requires cancellation of tenant leases representing substantially all of the following actionsBuilding, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to this Lease may be forthwith due and payable in whole or in partterminated by Landlord, whereupon the principal as of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt vesting of title under such taking or sale, by the Facility Agent of written notice executed and delivered by to Tenant within sixty (60) days following notice to Landlord of the Required Lenders date on which said vesting will occur. Except as provided herein, Tenant shall not because of an Event such taking assert any claim against Landlord or the taking authority for any compensation because of Defaultsuch taking, and requesting that Landlord shall be entitled to receive the Facility Agent commence Enforcement Actionsentire amount of any award without deduction for any estate or interest of Tenant. If the amount of property or the type of estate taken shall not substantially interfere with Tenant’s use of the Premises, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant. In such event, Landlord shall promptly proceed to restore the Premises to substantially their condition prior to such partial taking, and the rent shall be abated in proportion to the time during which, and to the part of the Premises of which, Tenant shall be so deprived on account of such taking and restoration. Notwithstanding the foregoing, during any rent abatement under this Lease, Tenant shall continue to be obligated to pay Landlord Additional Rent for all services and utilities provided to and used by Tenant during the period of the rent abatement. Nothing contained in this Article 13 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the taking authority for, the taking of personal property and fixtures belonging to Tenant or for relocation or business interruption expenses recoverable from the taking authority.

Taking. Any Taking" shall mean and refer to the acquisition or taking of property (or any right, title or interest therein) by any governmental or quasi-governmental authority acting under power of condemnation or eminent domain, and shall encompass contested as well as uncontested takings as long as initiated by the applicable governmental or quasi-governmental authority. If the whole of the Premises is temporarily taken for a period in excess of thirty (30) days, or is permanently taken, in either case by virtue of a Taking, this Lease shall automatically terminate as of the date title vests in the condemning authority, and Tenant shall pay all Base Rent, additional rent, and other payments up to that date. If (a) twenty percent (20%) or more of the Premises is permanently taken by virtue of a Taking, or (b) in the case of a Taking of less than twenty percent (20%) of the Premises, Tenant is unable to make reasonable use of the balance of the Premises remaining after the Taking, as determined by Tenant in its reasonable, good faith discretion, or (c) access to the Building or Premises by Tenant is, by virtue of a Taking, permanently denied, or (d) if free parking is provided for under this Lease, the parking ratio for the Building is, by virtue of a Taking of any parking areas serving the Building, permanently reduced to a ratio which fails to meet applicable code requirements after taking into account any portion of the Collateral shall be Building taken through condemnation, nationalization, expropriation or seizure or the value of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and any reasonable substitute parking provided by Landlord in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Facility Agent may, and at the request lieu of the Required Lenders shallparking areas so taken, then Landlord and Tenant shall each have the right (to be exercised by written notice to the Administrative Borrower, take either or both other within sixty (60) days after receipt of notice of said taking) to terminate this Lease effective upon the date when possession of the following actionsapplicable portion of the Land and/or Building is taken thereunder pursuant to such Taking. If neither party elects to terminate this Lease, as aforesaid, then Landlord shall diligently, and within a reasonable time (not to exceed one hundred eighty (180) days subject to Force Majeure not to exceed thirty (30) days in the aggregate), after title vests in the condemning authority, repair and restore, at Landlord's expense, the portion not taken so as to render same or different times: (i) terminate forthwith into an architectural whole to the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in partextent reasonably practicable, whereupon the principal and, if any portion of the Loans so declared to Premises is taken, thereafter the Base Rent (and Tenant's Share) shall be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or reduced (on a per square foot basis) in any other Loan Document proportion to the contrary notwithstanding; portion of the Premises taken. If there is a temporary Taking involving the Premises or Building, or if a Taking of other portions of the Building or Common Areas does not deny Tenant access to the Building and Premises, or if less than twenty percent (20%) of the Premises is permanently taken by a Taking and Tenant is able to make reasonable use of the balance of the Premises as determined by Tenant in its reasonable good faith discretion, then this Lease shall not terminate, and Landlord shall, as soon as reasonably practicable thereafter (and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate events within one hundred and twenty eighty (120180) days thereafter subject to Force Majeure not to exceed thirty (except with respect to Events of Default described 30) days in Sections 7.01(g) and 7.01(hthe aggregate), repair and restore, at its own expense, the Facility Agent portion not taken so as to render same into an architectural whole to the fullest extent reasonably practicable. If any portion of the Premises was permanently taken, then the Base Rent (and Tenant's Share) shall take such Enforcement Actions as it deems appropriate under be reduced (on a per square foot basis) in proportion to the circumstances promptly upon receipt portion of notice) after the Premises taken, commencing on the date Tenant is deprived of the receipt by use of such portion of the Facility Agent Premises. If any portion of written notice executed the Premises was temporarily taken, then the Base Rent (and delivered by Tenant's Share) shall be reduced (on a per square foot basis) in proportion to the Required Lenders portion of an Event the Premises taken for the period of Defaultsuch temporary taking, and requesting that is, from the Facility Agent commence Enforcement Actionsdate upon which Tenant is deprived of the use of such portion of the Premises until the date Tenant is restored to the use of such portion of the Premises.

Taking. Any If the whole of the Premises is temporarily taken for a period in excess of sixty (60) days, or is permanently taken, in either case by virtue of a Taking, this Lease shall automatically terminate as of the date (the “Vesting Date”) that title vests in the condemning authority, and Tenant shall pay all Rent due under this Lease up to the Vesting Date. If twenty percent (20%) or more of the Premises is permanently taken by virtue of a Taking, then Landlord and Tenant shall each have the right (to be exercised by written notice to the other within sixty (60) days after receipt of notice of said taking) to terminate this Lease effective upon the Vesting Date. If neither party elects to terminate this Lease, as aforesaid, then Landlord shall diligently, and within a reasonable time, after the Vesting Date, repair and restore, at Landlord’s expense, the portion not taken so as to render same into an architectural whole to the extent reasonably practicable, and, if any portion of the Collateral Premises is taken, then after the Vesting Date, the Base Rent (and Tenant’s Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises so taken. If there is a temporary Taking involving the Premises or Building, or if less than twenty percent (20%) of the Premises is permanently taken through condemnationby a Taking, nationalizationthen this Lease shall not terminate, expropriation or seizure or and Landlord shall, as soon as reasonably practicable thereafter, repair and restore, at its own expense, the value portion not taken so as to render same into an architectural whole to the fullest extent reasonably practicable. If any portion of the Premises was temporarily taken, then the Base Rent (and Tenant’s Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken, but only for the period of such property shall be impaired through condemnation, which temporary taking, impairmentthat is, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during from the continuance date upon which Tenant is deprived of the use of such event, the Facility Agent may, and at the request portion of the Required Lenders shall, by notice Premises until the date Tenant is restored to the Administrative Borrower, take either or both use of such portion of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt by the Facility Agent of written notice executed and delivered by the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement ActionsPremises.

Taking. Any portion (a) If a Taking of all or substantially all of the Collateral Premises occurs, then this Lease shall be taken through condemnationterminate as of the Vesting Date. If there is a Taking of less than substantially all of the Premises, nationalization, expropriation or seizure or then this Lease shall terminate on the value of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event (other than an event Vesting Date with respect to Guarantor or any Borrower described in paragraph the portion so taken. (gb) or (h) above), and at any time thereafter during the continuance If there is a Taking of such event, the Facility Agent may, and at the request part of the Required Lenders shall, by notice to the Administrative Borrower, take either Complex but none of or both less than substantially all of the following actionsPremises, at the same or different times: Landlord may elect to terminate this Lease if (i) terminate forthwith there is any Taking occurring during the Commitments and last two (2) years of the Term; or (ii) declare in Landlord’s reasonable judgment, it shall not be economically feasible to restore and replace the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) aboveBuilding, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agreePremises, the Facility Agent shall demand payment Common Areas, the Complex or part thereof, to tenantable condition capable of the Obligations and commence and pursue such other Enforcement Actions being operated as the Facility Agent a mixed use complex in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate an economical manner. If Landlord elects to terminate this Lease pursuant to this Section, Landlord shall, within one hundred and twenty (120) days of the Taking, give notice to Tenant, and the Term shall expire and come to an end as of the last day of the calendar month in which such notice is given. (except with respect c) If there is a Taking of less than substantially all of the Premises, Tenant, subject to Events Landlord’s lenders’ requirements, may elect to terminate this Lease if, by reason of Default described the Taking (i) more than thirty-three percent (33%) of the Square Feet within the Premises shall be taken; (ii) there is a prohibition of the use of the Premises for Tenant’s actual permitted use thereof; or (iii) there is any Taking of the Premises occurring during the last two (2) years of the Term. If Tenant elects to terminate this Lease pursuant to this Section, Tenant shall, within one hundred twenty (120) days of the Taking, give notice to Landlord, and the Term shall expire and come to an end as of the last day of the calendar month in Sections 7.01(gwhich such notice is given. (d) If there is a Taking, then commencing on the Vesting Date, Base Rent shall be the product of (i) Base Rent immediately preceding the Taking, and 7.01(h)(ii) a fraction, the Facility Agent numerator of which shall take such Enforcement Actions as it deems appropriate under be the circumstances promptly upon receipt number of notice) Square Feet within the Premises remaining after the date Taking, and the denominator of which shall be the number of Square Feet within the Premises immediately preceding the Taking. (e) Tenant shall not be entitled to and hereby waives any and all claims against Landlord for any compensation or damage for loss of use of the receipt Premises, the Common Areas or any portion thereof, for any interruption of services required to be provided by Landlord hereunder, and/or for any inconvenience or annoyance resulting from any damage, destruction, repair or restoration. (f) All compensation awarded or paid in respect of a Taking shall belong to and be the Facility Agent property of written notice executed Landlord without any participation by Tenant. Nothing herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority in such condemnation proceeding for moving expenses; any fixtures or equipment owned by Tenant; and delivered by the Required Lenders unamortized cost of an Event Tenant’s betterments and improvements, provided that no such claim shall (x) diminish or otherwise adversely affect Landlord’s award or the award of Defaultany Fee Mortgagee, and requesting that or (y) include any value for the Facility Agent commence Enforcement Actionsleasehold estate created hereby or the unexpired term of this Lease.

Taking. Any portion If the whole of the Collateral shall be taken through Premises is taken, either permanently or temporarily, by eminent domain or condemnation, nationalizationthis Lease shall automatically terminate as of the date title vests in the condemning authority, expropriation and Tenant shall pay all Rent, additional rent, and other payments up to that date. If twenty percent (20%) or seizure more of the Premises or any Building is permanently taken, or if access to the value Buildings or Premises by Tenant is, by virtue of such property shall be impaired through a taking, permanently denied, by eminent domain or condemnation, which taking, impairment, nationalization, expropriation then Landlord or seizure could reasonably Tenant shall have the right (to be expected to have a Material Adverse Effect; then, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Facility Agent may, and at the request of the Required Lenders shall, exercised by written notice to the Administrative Borrower, take either other within sixty (60) days after receipt of notice of said taking) to terminate this Lease from the date when possession is taken thereunder pursuant to such proceeding or both purchase. If the taking affects only one (1) of the following actionsBuildings, at Tenant shall have the same right to terminate this Lease as to that Building only (and if Tenant desires to so continue this Lease as to such Building Landlord shall not be entitled to invoke its termination right). In addition, Tenant shall have the right to terminate this Lease by written notice to Landlord if, as a result of any condemnation or different times: other similar action (i) terminate forthwith an amount of the Commitments and parking spaces in the Common Area are permanently taken, such that the remaining parking is less than 3.6 parking spaces per 1,000 square foot of the Premises, (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document access to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good Premises from ▇▇▇▇▇▇ ▇▇▇▇▇ appropriate Mill Road is permanently denied, and Landlord fails to provide substitute access reasonably acceptable to Tenant, or (iii) Tenant is permanently deprived of the ability to use the loading docks on the Premises. If neither party elects to terminate this Lease, as aforesaid, then Landlord shall within one hundred a reasonable time after title vests in the condemning authority, repair and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h)restore, at Landlord's expense, the Facility Agent shall take such Enforcement Actions portion not taken so as it deems appropriate under to render same into an architectural whole to the circumstances promptly upon receipt of notice) after the date fullest extent reasonably possible, and, if any portion of the receipt Premises is taken, thereafter the Rent shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken. If there is a temporary taking involving the Premises or Buildings, if a taking of other portions of the Buildings or Common Areas does not deny Tenant access to the Buildings and Premises, or if less than twenty percent (20%) of the Premises is permanently taken by the Facility Agent of written notice executed and delivered by the Required Lenders of an Event of Defaulteminent domain or condemnation, then this Lease shall not terminate, and requesting that Landlord shall repair and restore, at its own expense, the Facility Agent commence Enforcement Actionsportion not taken so as to render same into an architectural whole to the fullest extent reasonably possible, and, if any portion of the Premises was taken, thereafter the Rent shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken.

Taking. Any portion (a) If a Taking of all or substantially all of the Collateral Premises occurs, then this Lease shall be taken through condemnationterminate as of the Vesting Date. If there is a Taking of less than substantially all of the Premises, nationalization, expropriation or seizure or then this Lease shall terminate on the value of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event (other than an event Vesting Date with respect to Guarantor or any Borrower described in paragraph the portion so taken. (gb) or (h) above), and at any time thereafter during the continuance If there is a Taking of such event, the Facility Agent may, and at the request part of the Required Lenders shall, by notice to the Administrative Borrower, take either Complex but none of or both less than substantially all of the following actionsPremises, at the same or different times: Landlord may elect to terminate this Lease if (i) terminate forthwith there is any Taking occurring during the Commitments and last two (2) years of the Term; or (ii) declare in Landlord's reasonable judgment, it shall not be economically feasible to restore and replace the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) aboveBuilding, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agreePremises, the Facility Agent shall demand payment Common Areas, the Complex or part thereof, to tenantable condition capable of the Obligations and commence and pursue such other Enforcement Actions being operated as the Facility Agent a mixed use complex in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate an economical manner. If Landlord elects to terminate this Lease pursuant to this Section, Landlord shall, within one hundred and twenty (120) days of the Taking, give notice to Tenant, and the Term shall expire as of the last day of the calendar month in which such Notice is given. (except with respect c) If there is a Taking of more than thirty-three (33%) of the Square Feet of the Premises, Tenant, subject to Events Landlord's lenders' requirements, may elect to terminate this Lease if, by reason of Default described the Taking there is a prohibition of the use of the Premises for Tenant's actual permitted use thereof. If Tenant elects to terminate this Lease pursuant to this Section, Tenant shall, within one hundred twenty (120) days of the Taking, give Notice to Landlord, and the Term shall expire and come to an end as of the last day of the calendar month in Sections 7.01(gwhich such Notice is given. (d) If there is a Taking, then commencing on the Vesting Date, Base Rent shall be the product of (i) Base Rent immediately preceding the Taking, and 7.01(h)(ii) a fraction, the Facility Agent numerator of which shall take such Enforcement Actions as it deems appropriate under be the circumstances promptly upon receipt number of notice) Square Feet within the Premises remaining after the date Taking, and the denominator of which shall be the number of Square Feet within the Premises immediately preceding the Taking. (e) Tenant shall not be entitled to and hereby waives any and all claims against Landlord for any compensation or damage for loss of use of the receipt Premises, the Common Areas or any portion thereof, for any interruption of services required to be provided by Landlord hereunder, and/or for any inconvenience or annoyance resulting from any damage, destruction, repair or restoration. (f) All compensation awarded or paid in respect of a Taking shall belong to and be the Facility Agent property of written notice executed Landlord without any participation by Tenant. Nothing herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority in such condemnation proceeding for moving expenses; any fixtures or equipment owned by Tenant; and delivered by the Required Lenders unamortized cost of an Event Tenant's improvements, provided that no such claim shall (x) diminish or otherwise adversely affect Landlord's award or the award of Defaultany Fee Mortgagee, and requesting that or (y) include any value for the Facility Agent commence Enforcement Actionsleasehold estate created hereby or the unexpired term of this Lease.

Taking. Any portion 7.2.1 If the whole of the Collateral Premises shall be taken through condemnationfor any public or quasi-public use under any statute or by right of eminent domain (hereinafter referred to as "taking"), nationalizationthen this Lease shall automatically terminate as of the date that possession is taken by the taking authority. 7.2.2 If there is a partial taking of the Premises, expropriation then, to the extent of the net taking award recovered by Landlord, Landlord shall promptly and with due diligence restore the Premises or seizure or what may-remain thereof to an economically operable facility substantially comparable to their condition prior to such taking subject to the value following: 7.2.2.1 If such partial taking completely deprives Tenant of all access to the Premises, Tenant may terminate this Lease by notice given to Landlord within thirty (30) days of such property partial taking; or, if such partial taking reduced the floor area of the building on the Premises by more than twenty percent (20%) or reduces the parking area on the Premises by more than twenty percent (20%), then either party may terminate this Lease by notice given to the other within thirty (30) days after such partial taking and effective thirty (30) days after such notice is received by the other party; except that such termination by Landlord shall be impaired through condemnationineffective if Tenant shall extend the Term pursuant to Section 11.1 or shall elect to expand pursuant to Section 11.2 or purchase the Premises pursuant to Section 11.5 (in the latter case, which takingthe entire taking award shall be assigned to Tenant). If this Lease is so terminated, impairmentthe termination shall be effective as of the date that possession is taken by the taking authority. 7.2.2.2 If the Premises are not, nationalizationin fact, expropriation or seizure could reasonably be expected restored as provided in the introductory paragraph to have a Material Adverse Effect; thenthis Section 7.2.2 within nine (9) months from the date when the taking authority takes possession of the part of the Premises so taken, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above)Tenant may terminate this Lease, and at any time thereafter following such nine (9) month period until the Premises are so restored, by written notice given to Landlord specifying a termination date thirty (30) days after such notice is received by Landlord, provided, however, that such termination shall not be effective if the Premises are in fact so restored before the expiration of such 30-day period. 7.2.2.3 If, during the continuance of such event, the Facility Agent may, and at the request last year of the Required Lenders shallTerm more than ten percent (10%) of the floor area of the building on the Premises or more than twenty percent (20%) of the parking area on the Premises is so partially taken, either party shall have the right to terminate this Lease by notice to the Administrative Borrower, take either or both of the following actions, at the same or different times: other given within thirty (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (12030) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt such partial taking and effective thirty (30) days after such notice is received by the Facility Agent other party; except that any such termination by Landlord shall be ineffective if Tenant shall forthwith extend the Term pursuant to Section 11.1 or shall elect to expand pursuant to Section 11.2 or purchase the Premises pursuant to Section 11.5 (in the latter case, the entire taking award shall be assigned to Tenant). 7.2.2.4 If this Lease is not terminated as provided in this Section 7.2.2, a just proportion of written notice executed the Fixed Rent and delivered by Additional Rent shall be suspended or abated, according to the Required Lenders nature and extent of an Event the partial taking from the date that the taking authority takes possession or when Tenant is deprived of Defaultits practical use of the Premises, whichever occurs first, to the date that Tenant's use of the Premises shall be so restored, and requesting that thereafter a just proportion of the Facility Agent commence Enforcement ActionsFixed Rent and Additional Rent shall be abated for the balance of the Term according to the nature and extent of such partial taking. 7.2.3 Landlord reserves to itself all rights to receive all awards, damages and compensation accruing by reason of any taking referred to in Section 7.2, except as otherwise provided in such Section, and Tenant hereby releases and assigns to Landlord all such rights, except for such awards, damages or compensation as may be separately awarded for Tenant's personal property, trade fixtures and moving expenses.

Taking. If the whole of the Premises is taken by condemnation or by exercise of the right of eminent domain, or by voluntary transfer made under threat of condemnation or exercise of right of eminent domain (a "Taking"), and such Taking is permanent (a "Permanent Taking"), this Lease shall automatically terminate as of the date (the "Vesting Date") that title vests in the condemning authority, and Tenant shall pay all Rent due under this Lease up to the Vesting Date. Any temporary Taking for a period in excess of twelve (12) consecutive months shall be deemed to be a Permanent Taking within the meaning of this Section 4.5. If any Permanent Taking occurs with regard to twenty percent (20%) or more of the Premises, Landlord and Tenant shall each have the right (to be exercised by written notice to the other within sixty (60) days after receipt of notice of said Permanent Taking) to terminate this Lease effective upon the Vesting Date. If neither party elects to terminate this Lease, as aforesaid, then Landlord shall diligently, and within a reasonable time, after the Vesting Date, repair and restore, at Landlord's expense, the portion of the Collateral Premises not subject to such Taking, so as to render same an architectural whole to the extent reasonably practicable, and, with regard to any portion of the Premises which is subject to such Taking, the Base Rent (and Tenant's Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises subject to such Taking. If there is a temporary Taking involving the Premises or Building, or if less than twenty percent (20%) of the Premises is permanently taken through condemnationby a Taking, nationalizationthen this Lease shall not terminate, expropriation or seizure or and Landlord shall, as soon as reasonably practicable thereafter, repair and restore, at its own expense, the value portion not affected by such Taking so as to render same into an architectural whole to the fullest extent reasonably practicable. If any portion of the Premises was subject to a temporary Taking, then the Base Rent (and Tenant's Share) shall be reduced (on a per square foot basis) in proportion to the portion of the Premises subject to such Taking, but only for the period of such property shall be impaired through condemnationtemporary Taking, that is, from the date upon which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during Tenant is deprived of the continuance use of such event, the Facility Agent may, and at the request portion of the Required Lenders shall, by notice Premises until the date Tenant is restored to the Administrative Borrower, take either or both use of such portion of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt by the Facility Agent of written notice executed and delivered by the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement ActionsPremises.

Taking. Any In case the whole of the Premises, or such part thereof as shall substantially interfere with Tenant’s use and occupancy thereof, shall be taken by any lawful power or authority by exercise of the right of eminent domain, or sold to prevent such taking, within sixty (60) days of receipt of notice of such taking, either Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority. If such portion of the Collateral shall be Building or Project is so taken through condemnationor sold so as to require, nationalizationin the opinion of Landlord, expropriation a substantial alteration or seizure or the value of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Facility Agent may, and at the request reconstruction of the Required Lenders shallremaining portions thereof, or which renders the Building or Project economically unviable for its use as presently intended, or requires cancellation of substantially all tenant leases in the Building, this Lease may be terminated by notice to the Administrative BorrowerLandlord, take either or both as of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt vesting of title under such taking or sale, by the Facility Agent of written notice executed and delivered by to Tenant within sixty (60) days following notice to Landlord of the Required Lenders date on which said vesting will occur. Except as provided herein, Tenant shall not because of an Event such taking assert any claim against Landlord or the taking authority for any compensation because of Defaultsuch taking, and requesting that Landlord shall be entitled to receive the Facility Agent commence Enforcement Actionsentire amount of any award without deduction for any estate or interest of Tenant. In the event, the amount of property or the type of estate taken shall not substantially interfere with Tenant’s use of the Premises, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant. In such event, Landlord shall promptly proceed to restore the Premises to substantially their condition prior to such partial taking, and the rent shall be abated in proportion to the time during which, and to the part of the Premises of which, Tenant shall be so deprived on account of such taking and restoration. Nothing contained in this Article 11 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the taking authority for, the taking of personal property and fixtures belonging to Tenant or for relocation or business interruption expenses recoverable from the taking authority. Nothing in this paragraph shall prohibit Tenant from making a claim on its behalf against any public authority for damages Tenant incurs as a result of a taking or exercise of the right of eminent domain.

Taking. Any portion If the whole of the Collateral Premises is taken, either permanently or temporarily, by eminent domain or condemnation, this Lease shall automatically terminate as of the date title vests in the condemning authority, and Tenant shall pay all Base Rent, Additional Rent, and other payments up to that date. For purposes of this Lease, any temporary taking which exceeds one hundred eighty (180) consecutive days shall be deemed to be a permanent taking. If fifteen percent (15%) or more of the Premises is permanently taken through by eminent domain or condemnation, nationalizationor if all access to the Premises is, expropriation by virtue of a taking by eminent domain or seizure or condemnation, denied for a period in excess of one hundred eighty (180) consecutive days and substitute access reasonably acceptable to Tenant is not available prior to the value end of such property period, then Tenant shall have the right (to be impaired through condemnation, which taking, impairment, nationalization, expropriation exercised by written notice to Landlord within sixty (60) days after receipt of notice of said taking or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during after the continuance of such event, the Facility Agent may, and at the request expiration of the Required Lenders shall180-day period in which access is denied, as applicable, but in no event after any temporary taking ends) to terminate this Lease from the date when possession was taken thereunder pursuant to such proceeding or purchase. In addition, Tenant shall have the right to terminate this Lease by written notice to the Administrative BorrowerLandlord if, take either as a result of any condemnation or both of the following actions, at the same or different times: other similar action (i) terminate forthwith an amount of the Commitments parking spaces in the Parking Facilities are permanently taken, such that the remaining parking available to Tenant and Tenant’s agents therein (including, in the case of a temporary taking only, any parking that may be made available through means of stacking, valet parking and other reasonable substitute parking, which may include off-site parking with a shuttle bus service operated by Landlord for the benefit of Tenant) is less than ninety (90%) of the Parking Allocation granted to Tenant herein, or (ii) declare access to the Loans then outstanding Premises from a public right of way to be forthwith due and payable in whole or in part, whereupon the principal internal roads of the Loans so declared Project is denied for a period in excess of one hundred eighty (180) consecutive days and substitute access reasonably acceptable to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document Tenant is not available prior to the contrary notwithstanding; and in end of such period. Tenant agrees that reasonable substitute access will be deemed to exist if a detour involving a different route from any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal public right of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document way to the contrary notwithstandingPremises is made available during any period where roadwork of a non-permanent nature is being performed by any applicable governmental or quasi-governmental authority. Notwithstanding anything to Landlord and Tenant further agree that the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment widening or reconfiguration of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good K▇▇▇▇▇▇ ▇▇▇▇▇ appropriate Road or any other road providing access to the Premises, if any, shall not constitute a taking. If Tenant does not elect to terminate this Lease, as aforesaid, then Landlord shall, within one hundred a reasonable time after title vests in the condemning authority, repair and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h)restore, at Landlord’s expense, the Facility Agent shall take such Enforcement Actions portion not taken so as it deems appropriate under the circumstances promptly upon receipt of notice) after the date to render same into an architectural whole, and, if any portion of the receipt Premises is taken, thereafter the Rent shall be reduced (on a per square foot basis) in proportion to the portion of the Premises taken. If there is a temporary taking involving the Premises or Buildings, if a taking of other portions of the Buildings or Common Areas does not deny Tenant access to the Buildings and Premises, or permanently reduce parking in the amount described above, or if less than fifteen percent (15%) of the Premises is permanently taken by the Facility Agent of written notice executed and delivered by the Required Lenders of an Event of Defaulteminent domain or condemnation, then this Lease shall not terminate, and requesting that Landlord shall repair and restore, at its own expense, the Facility Agent commence Enforcement Actionsportion not taken so as to render same into an architectural whole, and, if any portion of the Premises was taken, albeit even temporarily, the Rent shall thereafter be reduced (on a per square foot basis) in proportion to the portion of the Premises taken but solely for the period of the taking if the same is not permanent.

Taking. Any (a) If the whole of the Premises is temporarily taken for a period in excess of thirty (30) days, or is permanently taken, in either case by virtue of a Taking, this Lease shall automatically terminate as of the date title vests in the condemning authority, and Tenant shall pay all Base Rent, additional rent, and other payments up to that date. (b) If(a) twenty percent (20%) or more of the Premises is permanently taken by virtue of a Taking, or (b) in the case of a Taking ofless than twenty percent (20%) of the Premises, Tenant is unable to make reasonable use of the balance of the Premises remaining after the Taking, as determined by Tenant in its reasonable, good faith discretion, or (c) access to the ▇▇▇ ding or Premises by Tenant is, by virtue of a Taking, permanently denied, or (d) the parking ratio for the Building is, by virtue of a Taking of any parking areas serving the Building, permanently ~educed to a ratio which fails to meet applicable code requirements after taking into account any portion of the Collateral shall be Building taken through condemnationand any reasonable substitute parking provided by Landlord in lieu ofthe.parking areas so taken, nationalization, expropriation or seizure or the value actual parking ratio available to Tenant as required under this Lease after such Taking is reduced by more than twenty percent (20%) (again taking into account any reasonable substitute parking provided by Landlord in lieu of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) abovethe parking areas so taken), then Landlord and at any time thereafter during Tenant shall each have the continuance of such event, the Facility Agent may, and at the request of the Required Lenders shall, right (to be exercised by written notice to the Administrative Borrower, take either or both other within ninety (90) days after receipt of notice of said taking) to terminate this Lease effective upon the date when possession of the following actionsapplicable portion of the Land and/or Building is taken thereunderpursuantto such Taking. (c) If neither party elects to terminate this Lease, as aforesaid, then Landlord shall diligently and within a reasonable time (not to exceed 180 days in the aggregate) after title ests in the condemning authority, repair and restore, at Landlord's expense, the portion not taken so as to render same or different times: (i) terminate forthwith into an architectural whole to the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in partextent reasonably practicable, whereupon the principal and, if any portion of the Loans so declared to Premises is taken, thereafter the Base Rent (and Tenant's Share) shall be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or reduced (on a per square foot basis) in any other Loan Document proportion to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal portion of the Loans then outstandingPremises taken. (d) If there is a temporary Taking involving the Premises or Building, together with accrued interest thereon and any unpaid accrued Fees and all or if a Taking of other Obligations portions of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest the Building or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document common areas does not deny Tenant access to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt by the Facility Agent of written notice executed and delivered by the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement Actions.56

Taking. Any If, prior to the Closing Date any part of the Real Property shall be taken by exercise of the power of eminent domain or Seller receives notice that such a taking shall take place (a “Taking”), then Seller shall promptly notify Purchaser of such fact (a “Taking Notice”). (a) In the case of a Taking other than a Material Taking, as hereinafter defined, this Agreement shall continue in full force and effect and there shall be no abatement of the Purchase Price. Seller shall be relieved, however, of its duty to convey title to the portion of the Collateral Real Property so taken, but Seller shall, on the Closing Date, assign to Purchaser all rights and claims to any awards arising therefrom as well as any money theretofore received by Seller on account thereof, net of any expenses actually incurred by Seller, including attorneys’ fees, in collecting the same. (b) In the case of a Taking which includes more than five percent (5%) of the Lot, reduces the area of the Building below 180,000 gross square feet, reduces by at least five percent (5%) the number of parking spaces in the Proposed Project, or otherwise reduces or materially interferes with the use of the Real Property for the Proposed Project (each a “Material Taking”), Purchaser shall have the right to terminate this Agreement by delivering notice of such termination to Seller on or before the earlier of the Closing Date or the date twenty (20) days after it receives the Taking Notice. In the event that Purchaser fails to exercise such termination right within such twenty (20) day (or shorter) period, Purchaser shall be taken through condemnationdeemed to have waived such termination right, nationalizationin which event the provisions of Section 14.1(a) shall apply to such Taking. In the event that Purchaser delivers a notice of termination as aforesaid, expropriation then this Agreement shall terminate, the Title Company shall refund the Deposit plus any accrued interest to Purchaser, whereupon neither party shall have any further liabilities, rights or seizure obligations under this Agreement except for those which expressly survive the termination of this Agreement. Notwithstanding the foregoing, in the event that a Taking occurs which prohibits the Improvements and/or the Proposed Project from being constructed, maintained, and used on the Lot, the Purchaser shall be deemed to have duly delivered a notice of termination of this Agreement as required hereunder, in the absence of a contrary notice from the Purchaser on or before the earlier of the Closing Date or the value of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event date that is ten (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Facility Agent may, and at the request of the Required Lenders shall, by notice to the Administrative Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (12010) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), after it receives the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt by the Facility Agent of written notice executed and delivered by the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement ActionsTaking Notice.

Taking. Any portion (a) If a Taking of all or substantially all of the Collateral Premises occurs, then this Lease shall be taken through condemnationterminate as of the Vesting Date. If there is a Taking of less than substantially all of the Premises, nationalization, expropriation or seizure or then this Lease shall terminate on the value of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event (other than an event Vesting Date with respect to Guarantor or any Borrower described in paragraph the portion so taken. (gb) or (h) above), and at any time thereafter during the continuance If there is a Taking of such event, the Facility Agent may, and at the request part of the Required Lenders shall, by notice to the Administrative Borrower, take either Complex but none of or both less than substantially all of the following actionsPremises, at the same or different times: Landlord may elect to terminate this Lease if (i) terminate forthwith there is any Taking occurring during the Commitments and last two (2) years of the Term; or (ii) declare in Landlord’s reasonable judgment, it shall not be economically feasible to restore and replace the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) aboveBuilding, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agreePremises, the Facility Agent shall demand payment Common Areas, the Complex or part thereof, to tenantable condition capable of the Obligations and commence and pursue such other Enforcement Actions being operated as the Facility Agent a mixed use complex in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate an economical manner. If Landlord elects to terminate this Lease pursuant to this Section, Landlord shall, within one hundred and twenty (120) days of the Taking, give notice to Tenant, and the Term shall expire as of the last day of the calendar month in which such Notice is given. (except with respect c) If there is a Taking of more than thirty-three (33%) of the Square Feet of the Premises, Tenant, subject to Events Landlord’s lenders’ requirements, may elect to terminate this Lease if, by reason of Default described the Taking there is a prohibition of the use of the Premises for Tenant’s actual permitted use thereof. If Tenant elects to terminate this Lease pursuant to this Section, Tenant shall, within one hundred twenty (120) days of the Taking, give Notice to Landlord, and the Term shall expire and come to an end as of the last day of the calendar month in Sections 7.01(gwhich such Notice is given. (d) If there is a Taking, then commencing on the Vesting Date, Base Rent shall be the product of (i) Base Rent immediately preceding the Taking, and 7.01(h)(ii) a fraction, the Facility Agent numerator of which shall take such Enforcement Actions as it deems appropriate under be the circumstances promptly upon receipt number of notice) Square Feet within the Premises remaining after the date Taking, and the denominator of which shall be the number of Square Feet within the Premises immediately preceding the Taking. (e) Tenant shall not be entitled to and hereby waives any and all claims against Landlord for any compensation or damage for loss of use of the receipt Premises, the Common Areas or any portion thereof, for any interruption of services required to be provided by Landlord hereunder, and/or for any inconvenience or annoyance resulting from any damage, destruction, repair or restoration. (f) All compensation awarded or paid in respect of a Taking shall belong to and be the Facility Agent property of written notice executed Landlord without any participation by Tenant. Nothing herein shall be construed to preclude Tenant from prosecuting any claim directly against the condemning authority in such condemnation proceeding for moving expenses; any fixtures or equipment owned by Tenant; and delivered by the Required Lenders unamortized cost of an Event Tenant’s improvements, provided that no such claim shall (x) diminish or otherwise adversely affect Landlord’s award or the award of Defaultany Fee Mortgagee, and requesting that or (y) include any value for the Facility Agent commence Enforcement Actionsleasehold estate created hereby or the unexpired term of this Lease.

Taking. Any In case the whole of the Premises, or such part of the Premises or the Building as shall substantially interfere with Tenant’s use and occupancy of the Premises, shall be taken (whether permanent or temporarily for a period that exceeds 30 days) by any lawful power or authority by exercise of the right of eminent domain, or sold to prevent such taking, within sixty (60) days after receipt of notice of such taking, either Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority. If a portion of the Collateral shall be Building or Property is so taken through condemnation, nationalization, expropriation or seizure or the value of such property shall be impaired through condemnationsold in lieu thereof, which takingrenders the Building or Property economically unviable for its use as presently intended, impairmentor requires cancellation of substantially all tenant leases in the Building, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above)Landlord’s Mortgagee requires that Landlord terminate this Lease, and at any time thereafter during the continuance this Lease may be terminated by Landlord, as of such event, the Facility Agent may, and at the request of the Required Lenders shall, by notice to the Administrative Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt vesting of title under such taking or sale, by the Facility Agent of written notice executed and delivered by to Tenant within sixty (60) days following notice to Landlord of the Required Lenders date on which said vesting will occur. Tenant shall not because of an Event such taking assert any claim against Landlord, any Landlord’s Mortgagee or the taking authority for any compensation because of Defaultsuch taking, and requesting that Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant. In the event this Lease is not terminated pursuant to this Section 14.1, Landlord shall restore the Premises, the Building and the Property to substantially their condition prior to such partial taking, and the Rent shall be abated in proportion to the time during which, and to the part of the Premises, the Common Area and/or the Parking Facility Agent commence Enforcement Actionsof which, Tenant is actually deprived of normal and customary use on account of such taking and restoration in substantially the same manner as before the taking and restoration. Notwithstanding the foregoing, during any Rent abatement under this Lease, Tenant shall continue to be obligated to pay Landlord for all services and utilities provided to and used by Tenant, if any, during the period of the Rent abatement. Nothing contained in this Section shall be deemed to give Landlord any interest in, or prevent Tenant from seeking a separate award against the taking authority for, the taking of personal property and fixtures belonging to Tenant or for relocation or business interruption expenses recoverable from the taking authority.

Taking. Any portion Section 1. If, prior to the expiration of the Collateral term hereof, all or substantially all of the Demised Premises shall be taken through condemnationunder the power of eminent domain, nationalization, expropriation or seizure or then this Lease and the value term thereof shall cease and terminate as of the date of such property taking, provided, however, that in 8 10 such event Tenant shall have the right to exercise its option to purchase pursuant to Article V and shall be impaired through condemnationentitled to receive the entire condemnation award. Section 2. If, which takingprior to the expiration of the term hereof, impairmentany public or private authority shall, nationalizationunder the power of eminent domain, expropriation or seizure could reasonably be expected to have take a Material Adverse Effect; thenpart of the Demised Premises, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Facility Agent then either party may, and at their election, terminate this Lease by giving the request of the Required Lenders shall, by notice to the Administrative Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kindthe exercise of its election within thirty (30) days after it shall receive notice of such taking. In the event of termination under the provisions of this Article XVI, all of which are hereby expressly waived by BorrowersSection 2, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate this Lease and the principal term hereof shall cease and terminate as of the Loans then outstanding, together with accrued interest thereon date of such taking and any unpaid accrued Fees unearned rent or other charges, if any, paid in advance shall be refunded to Tenant, provided, however, that in such event Tenant shall have the right to exercise its option to purchase and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document be entitled to receive the contrary notwithstandingentire condemnation award. Notwithstanding anything to the contrary contained herein, except a taking of up to 25 feet along the public right-of-way shall not give rise to a right to terminate by either Landlord or Tenant. Compensation payable to Landlord, as a result of such partial taking, shall be credited against the Required Lenders Option Price. Section 3. If neither Landlord or Tenant shall otherwise agreehave the right to terminate by reason of any such taking, or in the event that Landlord or Tenant, having such right, shall not elect to terminate as aforesaid, then this Lease and the term hereof shall continue in full force and effect, and Landlord shall, at its expense, use its best efforts to forthwith restore what may remain of the Demised Premises, including any and all improvements made theretofore, the Facility Agent parking areas, driveway and other paved areas to substantially the same condition they were in prior to such taking. In the event that Tenant exercises its option to purchase the Demised Premises and Rear Parcel, if applicable, subsequent to such taking, the option price shall demand payment be reduced by the amount received by Landlord from the condemning authority. Section 4. Except as otherwise provided in this Article XVI, the entire award arising out of any such taking shall belong to Landlord without any deduction therefrom for any leasehold estate or interest now or hereafter vested in Tenant. Despite anything herein to the Obligations and commence and pursue contrary contained, Tenant shall not be prevented from making a claim in its own name against any such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except condemning authority with respect to Events any furniture, trade fixtures, trade equipment, merchandise or personal property of Default described in Sections 7.01(g) any kind belonging to Tenant and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date not forming part of the receipt real estate, or for the cost of moving all of the same. Section 5. For all purposes herein, a taking shall include a voluntary or settled deed, easement or otherwise by the Facility Agent of written notice Landlord executed and delivered by as a result of a settled transaction with the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement Actionsappropriate governmental authority.

Taking. Any portion If Seller has knowledge of the Collateral actual or threatened taking of all or any part of the Real Property and/or Parking Easement Property by exercise of right of eminent domain, Seller will give Purchaser prompt written notice (a “Condemnation Notice”) of such event. If, on or before the Closing Date, all of the Real Property and/or Parking Easement Property shall be taken through condemnationor threatened to be taken by exercise of right or eminent domain, nationalization, expropriation or seizure or the value of such property there shall be impaired through condemnationtaken or threatened to be taken so material a part thereof that, which in the reasonable judgment of Purchaser, the taking does or, in the case of a threatened taking, impairmentwill, nationalizationmaterially interfere with the use of the Hotel, expropriation then Purchaser may elect to terminate this Agreement by giving Seller Notice to such effect by the earlier to occur of (a) the Closing Date or seizure could reasonably (b) 15 days after Seller has given Purchaser the Condemnation Notice. If Purchaser elects to terminate this Agreement pursuant to this Section 13.2, this Agreement shall be expected deemed null and void (except for those obligations which expressly survive termination), the parties hereto shall have no further obligations to have a Material Adverse Effect; thenor recourse against each other except as otherwise expressly set forth herein, and in every such event (other than an event the Deposit shall be returned to Purchaser. If Purchaser does not timely elect to terminate this Agreement or if Purchaser is obligated to close because the condemnation does not materially interfere with respect to Guarantor or the use of the Hotel, then the Closing shall take place as herein provided without any Borrower described in paragraph (g) or (h) above)abatement of the Purchase Price, and at any time thereafter during the continuance of such event, the Facility Agent may, and at the request of the Required Lenders Seller shall, by notice to the Administrative Borrower, take either or both of the following actions, written instrument at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding Closing, assign to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, Purchaser all of which are hereby expressly waived by BorrowersSeller’s and/or the Parking Easement Property owner’s right, anything contained herein or title and interest in and to any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) abovecondemnation award. For purposes of this Section 13.2, the Commitments term “taking” shall automatically terminate and the principal include temporary takings in excess of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except 15 days within a 365-day period as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions well as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt by the Facility Agent of written notice executed and delivered by the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement Actionspermanent takings.

Taking. Any portion (a) If an Event of the Collateral shall be taken through condemnation, nationalization, expropriation or seizure or the value of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event Taking (other than a Minor Loss) shall have occurred, or the Borrower shall have received written notice from the relevant Governmental Authority having jurisdiction that an event with respect to Guarantor or any Borrower described in paragraph Event of Taking (gother than a Minor Loss) or (h) above), and at any time thereafter during the continuance of such eventwill occur, the Facility Agent may, and at the request of the Required Lenders shall, by notice to the Administrative Borrower, take either or both of the following actions, at the same or different times: Borrower (i) terminate forthwith shall diligently pursue all its rights to compensation against the Commitments condemning authority in respect of such Event of Taking and (ii) declare so long as no Default (other than a Default caused by such Event of Taking) or Event of Default shall have occurred and be continuing, may, with the Loans then outstanding written consent of the Administrative Agent, compromise or settle any claim against the condemning authority. The right to compromise or settle any claim against the condemning authority (if a Default or Event of Default shall have occurred and be forthwith due continuing) is hereby assigned to the Administrative Agent and the right to collect all amounts and proceeds (including instruments) payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt by the Facility Agent of written notice executed and delivered by the Required Lenders of an Event of DefaultTaking ("Condemnation Proceeds") is hereby assigned to the Collateral Agent, in each case as Collateral for the Obligations, for the benefit of the Secured Parties and the Borrower as set forth in this Agreement. All Condemnation Proceeds (other than for a Minor Loss) shall be paid to the Collateral Agent and the Administrative Agent shall direct the Collateral Agent to (after deducting all reasonable expenses incurred by the Administrative Agent, the Collateral Agent, and requesting that the Facility Borrower in litigating, arbitrating, compromising, or settling any claims against the condemning authority) hold such Condemnation Proceeds as security for the Obligations and apply the same in accordance with the provisions of this Section 5.18. The Administrative Agent commence Enforcement Actionsmay participate in any proceedings relating to any such Event of Taking and the Borrower shall from time to time deliver to the Administrative Agent all instruments requested by either of them to permit such participation. All Condemnation Proceeds with respect to any Minor Loss shall be paid directly to the Borrower. (b) In the case of an Event of Taking (other than for a Minor Loss), all Condemnation Proceeds shall be applied to pay or reimburse the Borrower for the cost of Restoration in accordance with the same procedures as provided in the UBOC Account Control Agreement with respect to Insurance Proceeds or, if the Borrower is not permitted to Restore the Pipeline pursuant to Section 5.17, such Condemnation Proceeds shall be applied in accordance with Section 2.10(b).

Taking. Any portion of If, prior to the Collateral Closing Date any part ofthe Property shall be taken through condemnationby exercise of the power of eminent domain (a "Taking"), nationalization, expropriation or seizure or the value then Seller shall promptly notify Purchaser of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation fact (a "Taking Notice"). (a) In the event that twenty-five (25%) percent or seizure could reasonably be expected to have more ofthe Property is affected by a Material Adverse Effect; then, and in every such event Taking (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) abovea "Substantial Taking"), and at any time thereafter during the continuance of such event, the Facility Agent then Purchaser may, and at the request of the Required Lenders shallits election, by notice to the Administrative Borrower, take either or both of the following actions, at the same or different times: (i) terminate forthwith this Agreement (1) in its entirety, or (2) solely with respect to the Commitments Master Lease and Ground Lease associated with such Taking (but not with respect to the remaining Master Leases and Ground Leases), or (ii) declare elect to proceed with Closing in which event the Loans then outstanding provisions of Section I5.2(c) below shall apply. In the event that Purchaser fails to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other provide written notice of any kindits election within forty-five (45) days following Purchaser's receipt ofthe Taking Notice, all of which are hereby expressly waived by BorrowersPurchaser shall be deemed to have elected the alternative set forth in Section I5.2(a)(i)(1). In the event that Purchaser delivers a notice oftermination under (1) as aforesaid, anything contained herein or then this Agreement shall terminate in any other Loan Document to the contrary notwithstandingaccordance with Purchaser's election; and in any event, with respect to Guarantor or any Borrower described in paragraph the event that Purchaser delivers a notice oftennination under (g) or (h2) above, the Commitments Purchase Price shall automatically be adjusted on a pro-rata basis to reflect that such building is no longer included in this transaction. (b) In the event that twenty-five (25%) percent or more ofanyone building that is subject to any ofthe Master Leases and Ground Leases is affected by a Taking (a "Building Taking"), then Purchaser may at its election, either (i) tenninate this Agreement solely with respect to the Master Lease and Ground Lease associated with such Building Taking (but not with respect to the remaining Master Leases and Ground Leases) or (ii) elect to proceed with closing in which event the provisions ofSection 15 .2( c) below shall apply. IfPurchaser elects to tenninate this Agreement pursuant to this subsection (b )(i), the Purchase Price shall be adjusted on a pro-rata basis to reflect that such building is no longer included in this transaction. In the event that Purchaser fails to provide written notice ofits election within forty-five (45) days following Purchaser's receipt ofthe Taking Notice, Purchaser shall be deemed to have elected the alternative set forth in Section 15.2(b)(i). (c) In the case ofany Taking other than a Substantial Taking or Building Taking, then (i) Purchaser shall not have any right or option to terminate this Agreement in its entirety or with respect to anyone building, and this Agreement shall continue in effect, (ii) at the principal of Closing Purchaser shall accept the Loans then outstandingProperty subject to any Substantial Taking or Building Taking with no abatement ofor credit against the Purchase Price (except as expressly provided in clause (iii) and (iv) below), together with accrued interest thereon and any unpaid accrued Fees (iii) at the Closing, Seller shall assign and all other Obligations of Borrower accrued hereunder turn over to Purchaser, and under any other Loan Document, Purchaser shall automatically become due be entitled to receive and payable, without presentment, demand, protest or any other notice of any kindkeep, all of which are hereby expressly waived Seller's interest in and to all awards arising from the Taking as well as any money theretofore received by BorrowersSeller on account thereof, anything contained herein or net ofany expenses actually incurred by Seller, including reasonable attorneys' fees, in any other Loan Document to collecting the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt by the Facility Agent of written notice executed and delivered by the Required Lenders of an Event of Default, and requesting that the Facility Agent commence Enforcement Actionssame.

Taking. Any In case the whole of the Premises, or such part thereof as shall substantially interfere with Tenant’s use and occupancy thereof, shall be taken by any lawful power or authority by exercise of the right of eminent domain, or sold to prevent such taking, within sixty (60) days after receipt of notice of such taking, either Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to said authority. If such portion of the Collateral shall be Building or Project is so taken through condemnationor sold so as to require, nationalizationin the opinion of Landlord, expropriation a substantial alteration or seizure or the value of such property shall be impaired through condemnation, which taking, impairment, nationalization, expropriation or seizure could reasonably be expected to have a Material Adverse Effect; then, and in every such event (other than an event with respect to Guarantor or any Borrower described in paragraph (g) or (h) above), and at any time thereafter during the continuance of such event, the Facility Agent may, and at the request reconstruction of the Required Lenders shallremaining portions thereof, or which renders the Building or Project economically unviable for its use as presently intended, or requires cancellation of substantially all tenant leases in the Building, this Lease may be terminated by notice to the Administrative BorrowerLandlord, take either or both as of the following actions, at the same or different times: (i) terminate forthwith the Commitments and (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event, with respect to Guarantor or any Borrower described in paragraph (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding. Notwithstanding anything to the contrary contained herein, except as the Required Lenders shall otherwise agree, the Facility Agent shall demand payment of the Obligations and commence and pursue such other Enforcement Actions as the Facility Agent in good ▇▇▇▇▇ ▇▇▇▇▇ appropriate within one hundred and twenty (120) days (except with respect to Events of Default described in Sections 7.01(g) and 7.01(h), the Facility Agent shall take such Enforcement Actions as it deems appropriate under the circumstances promptly upon receipt of notice) after the date of the receipt vesting of title under such taking or sale, by the Facility Agent of written notice executed and delivered by to Tenant within sixty (60) days following notice to Landlord of the Required Lenders date on which said vesting will occur. Except as provided herein, Tenant shall not because of an Event such taking assert any claim against Landlord or the taking authority for any compensation because of Defaultsuch taking, and requesting that Landlord shall be entitled to receive the Facility Agent commence Enforcement Actionsentire amount of any award without deduction for any estate or interest of Tenant. If the amount of property or the type of estate taken shall not substantially interfere with Tenant’s use of the Premises, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant. In such event, Landlord shall promptly proceed to restore the Premises to substantially their condition prior to such partial taking, and the rent shall be abated in proportion to the time during which, and to the part of the Premises of which, Tenant shall be so deprived on account of such taking and restoration. Nothing contained in this Article 12 shall be deemed to give Landlord any interest in, or prevent Tenant from seeking any award against the taking authority for, the taking of personal property and fixtures belonging to Tenant or for relocation or business interruption expenses recoverable from the taking authority.