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24 (d) Bankruptcy. Lessee is not the subject of a pending or threatened bankruptcy proceeding. ARTICLE 12. EMINENT DOMAIN Section 12.1 Termination of Ground Lease. Lessor and Lessee agree that, in the event of a Taking such that Lessee reasonably determines that the Leased Premises cannot continue to be operated, at reasonable cost, for its then-current use, then this Ground Lease shall, at Lessee's sole option, terminate as of the date of the Taking. Section 12.2 Continuation of Ground Lease and Presumption of Restoration. Lessor and Lessee agree that, in the event of a Taking that does not result in the termination of this Ground Lease pursuant to Section 12.1 above, this Ground Lease shall continue in effect as to the remainder of the Leased Premises, and the Net Condemnation Award will be disbursed in accordance with Section 12.4 below to Lessor and Lessee, if the terms of the applicable Leasehold Mortgage so require, and shall be used so as to make the same a complete, unified and efficient operating unit as nearly as reasonably possible to the condition existing prior to the Taking. Section 12.3 Temporary Taking. If there shall be a temporary Taking with respect to all or any part of the Leased Premises or of Lessee's interest in this Ground Lease, then the Term shall not be reduced and Lessee shall continue to pay in full all Rents, impositions and other charges required herein, without reduction or abatement thereof at the times herein specified; provided, however, that Lessee shall not be required to perform such obligations that Lessee is prevented from performing by reason of such temporary Taking. Section 12.4 Apportionment of Award. If there is a Taking, whether whole or partial, Lessor and Lessee shall be entitled to receive and retain such separate awards and portions of lump sum awards as may be allocated to their respective interests in any condemnation proceedings, or as may be otherwise agreed, taking into consideration Lessor's fee interest in the Leased Premises (as encumbered by this Ground Lease) and the Improvements. If the Leased Premises are restored as in contemplated in Section 12.2 above, Lessee shall be entitled to recover the costs and expenses reasonably incurred in such restoration out of any Net Condemnation Award payable to Lessee. Thereafter, if the condemning authority does not make separate awards, the Parties agree that any Net Condemnation Award will be allocated as follows on a proportionate basis reflecting the Parties' respective interests in the Leased Premises and Improvements and the remaining duration of the Term as follows: Section 12.5 Award on Total or Substantial Taking. In the event of a total or substantial taking, the award shall be apportioned as follows, in the following order: (a) To Lessor that portion of the award equal to the fair market value of the Leased Premises and Improvements. Any "bonus value" attributable to this Ground Lease shall be paid to Lessor. DRAFT