IN THIS
ARTICLE XII, THEN (I) IF SUCH TAKING INVOLVES A PORTION OF THE DEMISED PREMISES
AND/OR THE COMMON ELEMENTS VALUED AT GREATER THAN FIVE MILLION DOLLARS
($5,000,000) AND OCCURS AFTER THE TENTH ANNIVERSARY OF THE
101
DELIVERY DATE, TENANT MAY EXERCISE THE PURCHASE OPTION PURSUANT TO THE
PROVISIONS OF ARTICLE V HEREOF, OR (II) IF TENANT DOES NOT SO EXERCISE OR IS NOT
THEN PERMITTED TO SO EXERCISE HEREUNDER, THIS LEASE AND THE TERM HEREOF SHALL
CONTINUE WITH A PROPORTIONATE ABATEMENT (BASED ON THE RATIO OF THE VALUE OF THE
PORTION OF THE DEMISED PREMISES AND/OR THE COMMON ELEMENTS SO TAKEN TO THE VALUE
OF THE ENTIRE DEMISED PREMISES AND/OR THE COMMON ELEMENTS IMMEDIATELY PRIOR TO
SUCH TAKING) OF THE CHARGES AND NO OTHER DIMINUTION OF ANY OF TENANT'S
OBLIGATIONS HEREUNDER.
TENANT, AT ITS SOLE COST AND EXPENSE, WHETHER OR NOT THE
AWARD OR AWARDS, IF ANY, SHALL BE SUFFICIENT FOR THE PURPOSE AND WHETHER OR NOT
THE RECOGNIZED MORTGAGEES SHALL PERMIT THE AWARD OR AWARDS TO BE USED FOR THE
RESTORATION OF THE DEMISED PREMISES AND/OR THE COMMON ELEMENTS, SHALL DILIGENTLY
(SUBJECT TO UNAVOIDABLE DELAYS) RESTORE ANY REMAINING PART OF DEMISED PREMISES
AND/OR THE COMMON ELEMENTS NOT SO TAKEN SO THAT THE LATTER SHALL BE COMPLETE,
RENTABLE, SELF-CONTAINED ARCHITECTURAL UNITS IN GOOD CONDITION AND REPAIR WITH
SUCH ALTERATIONS AS TENANT, WITH THE CONSENT OF LANDLORD, SHALL ELECT TO MAKE
(SUCH WORK, A "CONDEMNATION RESTORATION"), PROVIDED THAT, AFTER THE COMPLETION
OF THE CONDEMNATION RESTORATION, THE DEMISED PREMISES AND/OR COMMON ELEMENTS ARE
IN SUBSTANTIAL CONFORMITY WITH THE APPLICABLE FINAL PLANS AND SPECIFICATIONS AND
IN COMPLIANCE WITH THE DUO, TO THE EXTENT PRACTICABLE, TAKING INTO ACCOUNT THE
NATURE AND EXTENT OF THE TAKING.
PROVIDED THAT THE CONDEMNATION AWARD IS MADE
AVAILABLE TO TENANT OR THE CONDOMINIUM ASSOCIATION, TENANT SHALL COMMENCE THE
CONDEMNATION RESTORATION WITHIN ONE HUNDRED EIGHTY (180) DAYS OF THE DATE OF THE
TAKING AND SHALL DILIGENTLY AND CONTINUOUSLY PROSECUTE SUCH CONDEMNATION
RESTORATION TO COMPLETION.
IN THE EVENT OF ANY TAKING OF THE NATURE DESCRIBED
IN THIS SECTION 12.3(A), THE ENTIRE AWARD FOR OR ATTRIBUTABLE TO THE (A) DEMISED
PREMISES, SHALL BE PAID TO TENANT WITHOUT DEDUCTION FOR ANY ESTATE VESTED IN
TENANT BY THIS LEASE, AND (B) THE COMMON ELEMENTS, SHALL BE PAID TO THE
CONDOMINIUM ASSOCIATION, WITHOUT DEDUCTION FOR ANY ESTATE VESTED IN TENANT BY
THIS LEASE.
(B)
RESTORATION FUNDS.
SUBJECT TO THE PROVISIONS AND LIMITATIONS IN
THIS ARTICLE XII, DEPOSITARY SHALL MAKE AVAILABLE TO TENANT (IN RESPECT OF A
TAKING OF THE DEMISED PREMISES) AND TO THE CONDOMINIUM ASSOCIATION (IN RESPECT
OF A TAKING OF THE COMMON ELEMENTS) AS MUCH OF THAT PORTION OF THE CONDEMNATION
AWARD ACTUALLY RECEIVED AND HELD BY DEPOSITARY, IF ANY, LESS ALL REASONABLE
EXPENSES PAID OR INCURRED BY DEPOSITARY, TENANT, THE CONDOMINIUM ASSOCIATION AND
LANDLORD IN CONNECTION WITH THE CONDEMNATION PROCEEDINGS, AS MAY BE NECESSARY TO
PAY THE COST OF CONDEMNATION RESTORATION OF THE PART OF THE DEMISED PREMISES
AND/OR COMMON ELEMENTS REMAINING.
SUCH CONDEMNATION RESTORATION, THE ESTIMATED
COST THEREOF, THE