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ARTICLE VIII <br />EMINENT DOMAIN <br />8.1 Permanent Taking. If, during the Term, the entire Premises or any <br />material portion of the Building shall be taken by an exercise of the power of eminent domain or <br />by purchase under the threat of such power (the "Eminent Domain Proceeding "), then this Lease <br />shall terminate as of the date of the vesting of title in the taking authority pursuant to the Eminent <br />Domain Proceeding. If this Lease is not terminated after an Eminent Domain Proceeding, then <br />(a) Lessee shall be responsible for any necessary restoration of the Premises as required for <br />Lessee's use thereof, and (b) the Base Rent shall be reduced in an equitable amount considering <br />the portion of the Premises taken pursuant to the Eminent Domain Proceeding and the utility of <br />the Premises for Lessee's use. Notwithstanding the fact that Lessee shall have the burden of <br />going forward with the work of restoration of the Premises, Lessor agrees to reimburse Lessee <br />for the costs of such restoration; provided that Lessor's obligation to reimburse Lessee for such <br />costs of restoration shall not exceed the amount of any damage award received by Lessor for <br />such purpose as a result of such taking. <br />8.2 Temporary Taking. If all or any portion of the Premises is taken pursuant <br />to an Eminent Domain Proceeding for governmental occupancy for a limited period, then (a) this <br />Lease shall not terminate, and (b) Lessee shall continue to perform its obligations hereunder as <br />though such taking had not occurred, except to the extent that it may be prevented from so doing <br />pursuant to the terms of the order of the authority which made the taking. In the event of such a <br />temporary taking, Lessee shall be entitled to the entire award for such taking (whether paid by <br />way of damages, rent or otherwise), unless the period of governmental occupancy extends <br />beyond the termination of the Term, in which case, the award shall be apportioned between <br />Lessor and Lessee as of the date of such termination. <br />8.3 Distribution of Damages. If no separate award of compensation is made <br />by the taking authority, then (a) all compensation shall be paid to Lessor, and (b) Lessee shall <br />have no interest in such compensation, except to the extent of Lessee's claim to any award <br />specifically made for its trade fixtures or moving expenses. <br />8.4 Vesting of Title. Wherever the term "vesting of title" or any similar <br />phrase is used in this Article, a taking of possession by the taking authority shall be deemed a <br />vesting of title. <br />8.5 Rights on Termination. Upon any termination of this Lease as a result of <br />an Eminent Domain Proceeding, (a) all Base Rent, and additional rent and charges of all types <br />shall be adjusted and prorated, as applicable, to the date of such termination, and (b) all other <br />rights and obligations of the parties hereunder shall be terminated as of said date except for the <br />distribution of any award or compensation for such taking; provided that Lessee shall be allowed <br />a reasonable time to remove its property from the Premises. <br />8.6 Notice. Lessor shall give Lessee notice of the initiation of an Eminent <br />Domain Proceeding within a reasonable time after Lessor becomes aware of the pendency of any <br />such proceeding. <br />-7- <br />US.54381124.05 <br />