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13.2 Substantial Taking. Notwithstanding the provisions of Section 13. 1, above: <br />(a) In the event of a "Substantial Taking" (as herein defined and as determined <br />under paragraph of this Section) which occurs during the Term, Tenant shall have the options set <br />forth in Section 13.2. <br />(b) For purposes of this Lease, "Substantial Taking" shall mean a Taking that is at <br />least 25% of the fair market value of the Premises prior to the Taking (assuming that the <br />Premises were in the condition in which they were required to be maintained pursuant to this <br />Lease), and that, in the reasonable good faith opinion of the Tenant, makes the Premises unfit for <br />Tenant's use and cannot be restored with due diligence within one hundred eighty (180) days <br />from the date of the architect/engineer's determination, as set forth below. Tenant will select an <br />architect/engineer reasonably acceptable to Landlord and Mortgagee to determine within sixty <br />(60) days after the Taking a reasonable estimate of the time to restore the Taking and whether the <br />Taking is a Substantial Taking. If the architect/engineer makes a reasonable good faith <br />determination that in its opinion a Substantial Taking of the Premises has occurred, then Tenant <br />shall within thirty (30) days after the architect/engineer provides notice of its determination that a <br />Substantial Taking has occurred, give written notice to Landlord and Mortgagee that Tenant has <br />elected to either: <br />(i) Offer to purchase the Premises for a purchase price (the "Purchase <br />Price") equal to the sum of. (i) the Termination Value, as set forth on <br />Exhibit E attached hereto and made a part hereof, (ii) all unpaid Rent and <br />any other amounts owing under this Lease as of the date of such purchase, <br />and (iii) any prepayment penalty incurred by Landlord with respect to <br />prepayment of the Mortgage pursuant to the terms thereof, or <br />(ii) Cause Restoration of the Premises so that the Premises has a value, utility, <br />and remaining useful life as nearly as reasonably practicable equal to the <br />value, utility, and remaining useful life of the Premises immediately prior <br />to the occurrence of the Substantial Taking (assuming that the Premises <br />were in the condition in which they were required to be maintained <br />pursuant to this Lease). Such Restoration will be performed in accordance <br />with plans and specifications and a contractor reasonably acceptable to <br />Landlord and will be completed, subject to force majeure, within 24 <br />months from the date of condemnation, or 6 months prior to expiration of <br />the Term, whichever is earlier. If Restoration may not reasonably be <br />expected to be completed within such time frame, Tenant may not elect <br />this option. <br />(c) If Tenant fails to make an election under Section 13.2(b)(ii) in the manner set <br />forth above, such failure shall be deemed Tenant's election to restore the Premises pursuant to <br />Section 132(b)(ii). If Tenant elects to offer to purchase the Premises pursuant to <br />Section 132(b)(i) above, then Landlord may accept such offer or reject such offer (with <br />Mortgagee's prior written approval). Landlord shall exercise this right, if at all, within ninety <br />(90) days from the date Landlord receives notice of Tenant's election to purchase. If Landlord <br />rejects Tenant's offer, Tenant may, within thirty (30) days after Landlord rejects the offer, elect <br />23 <br />