No. 2065 approving acquisition of real property to facilitate the studebaker national museum relocation project and approving the execution of a ground lease and other related documents associated with studebaker museum relocation project (SBCDA)

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Section 16. QUIET ENJOYMENT. Ground Lessor agrees that Ground Lessee, upon the payment of the rent and all other payments and charges to be aid b Ground Lessee under the terms of this Ground Lease, and observing and keeping the agreements and covenants of this Ground Lease on its part to be observed and kept, shall lawfully and quietly hold, occupy and enjoy the Ground Lease Premises during the term of this Ground Lease, subject to the terms hereof and of the Shared Use Agreement. Section 17. TERMS BINDING UPON SUCCESSORS. All the terms, conditions and covenants of this Ground Lease shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. Section 18. CONDEMNATION. 18.1 Substantial. In the event that any person or corporation, public or private, shall by virtue of eminent domain or condemnation proceedings, or by purchase in lieu thereof, at any time during the term of this Ground Lease acquire title to the Ground Lease Premises (which for the purposes of this Section only shall include not only the land hereby demised but also the Improvement and other improvements erected thereon by Ground Lessee) or acquire title to such substantial portion thereof that Ground Lessee cannot make use of the residue for the purposes intended by this Ground Lease, such acquisition of title shall terminate this Ground Lease, effective as of the date on which the condemning party takes possession thereof. Ground Lessor and Ground Lessee shall be entitled to separate awards, with Ground Lessor entitled to the fair market value of its fee simple interest in the land condemned and the Ground Lessee entitled to the fair market value of its leasehold interest in the land, including the Improvement. In the event such award(s) are insufficient to adequately cover both parties' interests, the parties shall suffer proportionately the shortage. 18.2 Partial. Prior to completion of construction, if the condemning party acquires title to a portion of the Ground Lease Premises only, and Ground Lessee can make beneficial use of the residue thereof for the purposes intended by this Ground Lease, then this Ground Lease shall continue in full force and effect and the total proceeds of condemnation shall be applied first to compensate the Ground Lessor for the value of the fee simple title, if any, taken by the condemning authority, with the remainder of such proceeds being applied, secondly toward payment of reasonable attorneys' fees and other necessary expenses incurred by the Ground Lessor and the Ground Lessee in connection therewith, and thirdly toward the repair or restoration of the improvements by Ground Lessee in accordance with plans and specifications approved by Ground Lessor which approval shall not be unreasonably withheld or delayed. 18.3 Taking of Improvements. Any taking of any portion of the Improvement shall be deemed substantial hereunder. 18.4 Appeals. It is understood that the foregoing provisions of this Section 16 shall not in any way restrict the right of Ground Lessor or Ground Lessee to appeal the award made by any court or other public agency in any condemnation proceeding. -10-