Common use of Event of Taking Clause in Contracts

Event of Taking. Any event (i) which constitutes a Condemnation of all of, or substantially all of, a Leased Property, or (ii) (A) which would otherwise constitute a Condemnation and (B) which, in the good-faith judgment of Lessee, (1) renders restoration and rebuilding of a Leased Property impossible or impractical, or requires restoration to the related Leased Property that, with the exercise of reasonable diligence, is impossible to complete by the Lease Termination Date or (2) requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Property, and as to which Lessee has determined not to rebuild shall constitute an “Event of Taking”. Within sixty (60) days after the occurrence of such event, Lessee shall deliver to Lessor an Officer’s Certificate notifying Lessor of such event and, in the case of an event described in the foregoing clause (ii), of Lessee’s determination not to rebuild. In the case of any other event which constitutes a Condemnation, Lessee shall restore and rebuild such Leased Property pursuant to Section 10.4. If an Event of Taking shall occur, Lessee shall pay to Lessor (1) on the earlier of (A) the Lease Termination Date and (B) the next Payment Date occurring not less than thirty (30) days after the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (i) above, or (2) on the earlier of (A) the Lease Termination Date and (B) the next Payment Date occurring not less than thirty (30) days after the delivery of the Officer’s Certificate pursuant to clause (ii) above, in the case of an Event of Taking described in clause (ii) above, an amount equal to the related Leased Property Balance. Upon Lessor’s receipt of such Leased Property Balance on such date, Lessor shall cause Lessor’s interest in such Leased Property, and in all condemnation proceeds related thereto, to be conveyed to Lessee in accordance with and subject to the provisions of Section 14.5 hereof (provided that such conveyance shall be subject to all rights of the condemning authority); upon completion of such purchase, but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of such Leased Property pursuant to this Section 10.2, all Awards received by Lessor, after deducting any reasonable out-of-pocket costs incurred by Lessor in collecting such Awards, received or payable on account of an Event of Taking with respect to such Leased Property during the related Lease Term shall be promptly paid to Lessee, and all rights of Lessor in Awards not then received shall be assigned to Lessee by Lessor.

Event of Taking. Any event (i) which constitutes a Condemnation of all of, or substantially all of, a Leased Property, or (ii) (A) which would otherwise constitute a Condemnation Condemnation, and (B) which, in the good-faith judgment of Lessee, (1) renders restoration and rebuilding of a Leased Property impossible or impractical, or requires restoration to the related Leased Property that, with the exercise of reasonable diligence, is impossible to complete by the Lease Termination Date or (2) requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Property, and as to which Lessee has determined not to rebuild shall constitute an “Event of Taking”. Within the related Lessee, within sixty (60) days after the occurrence of such event, Lessee shall deliver delivers to Lessor an Officer’s 's Certificate notifying Lessor of such event and, in the case and of an event described in the foregoing clause (ii), of such Lessee’s determination 's decision not to rebuildrestore such Leased Property, shall constitute an "EVENT OF TAKING". In the case of any other event which constitutes a Condemnation, the related Lessee shall restore and rebuild such Leased Property pursuant to Section SECTION 10.4. If an Event of Taking shall occur, the related Lessee shall pay to Lessor (1) on the earlier later of (A) the Lease Termination Date 60th day and (B) the next Payment Date occurring not less than thirty (30) days after following the occurrence of such Event of Taking, in the case of an Event of Taking described in clause CLAUSE (i) above, or (2) on the earlier later of (A) the Lease Termination Date 60th day and (B) the next Payment Date occurring not less than thirty (30) days after the following delivery of the Officer’s 's Certificate pursuant to clause CLAUSE (ii) above, in the case of an Event of Taking described in clause CLAUSE (ii) above, an amount equal to the related Leased Property Balance. Upon Lessor’s 's receipt of such Leased Property Balance on such date, Lessor shall cause Lessor’s 's interest in such Leased Property, and in all condemnation proceeds related thereto, Property to be conveyed to the related Lessee in accordance with and subject to the provisions of Section SECTION 14.5 hereof (provided that such conveyance shall be subject to all rights of the condemning authority); upon completion of such purchase, but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of such Leased Property pursuant to this Section SECTION 10.2, all Awards received by Lessor, after deducting any reasonable out-of-pocket costs incurred by Lessor in collecting such Awards, received or payable on account of an Event of Taking with respect to such Leased Property during the related Lease Term shall be promptly paid to the related Lessee, and all rights of Lessor in Awards not then received shall be assigned to Lessee by Lessor.

Event of Taking. Any event which (a) constitutes a taking of title to all or substantially all of the Leased Property (including, without limitation, any Appurtenances), or (b) (i) which constitutes a Condemnation of all of, or substantially all of, a Leased Property, or (ii) (A) which would otherwise constitute a Condemnation and of the Leased Property, (Bii) which, that (A) either (1) in the good-faith judgment of the Lessee, (1) renders restoration and rebuilding of a the Leased Property impossible impossible, impractical or impracticaluneconomical, or requires restoration to the related Leased Property that, with the exercise of reasonable diligence, is impossible to complete by the Lease Termination Date or (2) requires repairs to involves a Leased Property that would cost potential Award in excess of 50% of the original cost of such Leased Property, $250,000 and (B) as to which Lessee has determined not to rebuild shall constitute an “Event of Taking”. Within the Lessee, within sixty (60) days after the occurrence of such event, Lessee shall deliver delivers to the Lessor an Officer’s Certificate notifying the Lessor of such event andevent, in of such judgment and of the case date (or the Lessee’s best estimate thereof) on which the Lessee shall be required to relinquish possession of an event described in the foregoing clause Leased Property (iior the affected portion thereof), shall constitute an “Event of Lessee’s determination not Taking”. Upon its receipt of any notice from any Governmental Authority concerning any Condemnation, the Lessee shall promptly, and in any event within five (5) Business Days following the receipt thereof, deliver a copy of such notice to rebuildthe Lessor. In the case of any event (other event than an Event of Taking) which constitutes a Condemnation, the Lessee shall restore and rebuild such the Leased Property pursuant to Section 10.411.4. If an Event of Taking shall occur, the Lessee shall pay to the Lessor (1) on the earlier of (A) the Lease Termination Date and (B) the next Rent Payment Date occurring not less than thirty (30) days after next preceding the occurrence of such Event of Taking, in date on which the case of an Event of Taking described in clause (i) above, or (2) on the earlier of (A) the Lease Termination Date and (B) the next Payment Date occurring not less than thirty (30) days after the delivery Lessee is required to relinquish possession of the Officer’s Certificate pursuant to clause Leased Property (ii) above, in or the case of an Event of Taking described in clause (ii) aboveaffected portion thereof), an amount equal to the related Leased Property Lease Balance. Upon the Lessor’s receipt of such Leased Property the Lease Balance on such date, the Lessor shall cause the Lessor’s interest in such the Leased Property, and in all condemnation proceeds related thereto, Property to be conveyed to the Lessee in accordance with and subject to the provisions Purchase Procedure as set forth in Section 15.5 hereof; provided, however, that (A) such conveyance shall be free and clear of Section 14.5 hereof the Lessor Liens and the lien of the Operative Documents, (provided that B) such conveyance shall be subject to all rights of the condemning authority); upon , (C) the Lessor shall have no obligation to remove title defects other than the Lessor Liens and (D) the Lessee’s ability to obtain a title insurance policy shall not affect the Lessee’s obligation to purchase the Lessor’s interest in the Leased Property. Upon completion of such purchase, including payment in full of the Lease Balance, but not prior thereto, the Leased Property shall be deemed released from this Lease and all obligations of the Lessee and the Lessor under this Lease with respect to such Leased Property and all obligations hereunder with respect to such the Leased Property shall terminate, except with respect to obligations obligations, indemnities and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated in Section 18.14 or elsewhere herein or in the Operative Documents to survive termination of this Lease. Upon the payment of the Lease Balance and the consummation of the purchase of such the Leased Property pursuant to this Section 10.211.2, the net amount of all Awards received by the Lessor, after deducting any reasonable out-of-pocket portion thereof applied to the payment of the Lease Balance, and any reasonable, documented and unreimbursed costs incurred by the Lessor in collecting such Awards, Awards received or payable on account of an Event of Taking with respect to such Leased Property during the related Lease Term Term, shall be promptly paid to the Lessee, and all rights of the Lessor in Awards not then received shall be assigned to Lessee the Lessee, without warranty, by the Lessor.

Event of Taking. Any event (ia) which constitutes a Condemnation taking of all of, or substantially all of, a Leased Property, title to any Property or (iib) (Ai) which would otherwise constitute a Condemnation and Condemnation, (Bii) which, in the good-faith judgment judgement of Lessee, (1) renders restoration and rebuilding of a Leased such Property impossible impossible, impractical or impractical, or requires restoration to the related Leased Property that, with the exercise of reasonable diligence, is impossible to complete by the Lease Termination Date or uneconomical and (2iii) requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Property, and as to which Lessee has determined not to rebuild shall constitute an “Event of Taking”. Within sixty Lessee, within thirty (6030) days after the occurrence of such event, Lessee shall deliver delivers to Lessor and Lender an Officer’s 's Certificate notifying Lessor and the Lender of such event andevent, in of such judgement and of the case date (or Lessee's best estimate thereof) on which Lessee shall be required to relinquish possession of an event described in the foregoing clause affected Property (iior the affected portion thereof), shall constitute an "Event of Lessee’s determination not to rebuildTaking". In the case of any other event which constitutes a Condemnation, Lessee shall restore and rebuild such Leased the affected Property pursuant to Section 10.411.4. If an Event of Taking shall occur, Lessee shall pay to the Lender for the account of the Lessor (1i) on the earlier of (A) the Lease Termination Date and (B) the next Rent Payment Date occurring not less than thirty (30) days after following the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (ia) above, of the second preceding sentence or (2ii) on the earlier of (A) the Lease Termination Date and (B) the next Rent Payment Date occurring not less than thirty (30) days after next preceding the delivery date on which Lessee is required to relinquish possession of the Officer’s Certificate pursuant to clause Leased Property (ii) aboveor the affected portion thereof), in the case of an Event of Taking described in clause (iib) aboveof the second preceding sentence, in addition to all Basic Rent and Supplemental Rent otherwise due on such date, an amount equal to the related Leased sum of the Total Development Cost of the affected Property Balanceplus the Breakage Costs, if any, applicable to the consequent prepayment of the Notes. Upon the Lessor’s 's receipt of such Leased Property Balance amount on such date, the Lessor shall cause the Lessor’s 's interest in such Leased Property, and in all condemnation proceeds related thereto, the affected Property to be conveyed to Lessee in accordance with and subject to the provisions of Section 14.5 hereof 15.5 (provided "Purchase Procedure") hereof; provided, however, that (A) such conveyance may be by special warranty deed, but free and clear of Lessor's Liens and the lien of the related Mortgage, (B) such conveyance shall be subject to all rights of the condemning authority); upon , (C) Lessor shall have no obligation to remove title defects other than Lessor Liens and the lien of the related Mortgage affecting such Property and (D) Lessee's ability to obtain a title insurance policy shall not affect Lessee's obligation to purchase Lessor's interest in the affected Property. Upon completion of such purchase, but not prior thereto, the affected Property shall be deemed released from this Lease and all obligations of the Lessee and the Lessor under this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such the date of such purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of such Leased the affected Property pursuant to this Section 10.2Section, all Awards received by Lessor, after deducting any reasonable out-of-pocket and documented costs incurred by Lessor in collecting such Awards, received or payable on account of an Event of Taking with respect to such Leased Property during the related Lease Term shall be promptly paid to Lessee, and all rights of Lessor in Awards not then received shall be assigned to Lessee by Lessor. If no Event of Default has occurred and is then continuing, Lessee shall have the right to negotiate with the condemning authority and receive all Awards, subject to the terms of this Lease.

Event of Taking. Any event (i) which constitutes a --------------- Condemnation of all of, or substantially all of, a the Leased Property, or (ii) (A) which would otherwise constitute a Condemnation and Condemnation, (B) which, in the good-good faith judgment of the Lessee, (1) renders restoration and rebuilding of a the Leased Property impossible or impractical, or requires restoration repairs to the related Leased Property that, with the exercise of reasonable diligence, is impossible to complete by the Lease Termination Date or (2) requires repairs to a Leased Property that would cost in excess of fifty percent (50% %) of the original cost of such the Leased Property, and (C) as to which Lessee has determined not to rebuild shall constitute an “Event of Taking”. Within the Lessee, within sixty (60) days after the occurrence of such event, Lessee shall deliver delivers to the Lessor an Officer’s 's Certificate notifying the Lessor of such event andand of such judgment, in the case shall constitute an "Event of an event described in the foregoing clause (ii), of Lessee’s determination not to rebuildTaking". In the case of any other --------------- event which constitutes a Condemnation, the Lessee shall restore and rebuild such the Leased Property pursuant to Section 10.4. If an Event of Taking shall ------------ occur, the Lessee shall pay to the Lessor (1) on the earlier later of (A) the Lease Termination Date thirtieth (30th) day and (B) the next Payment Date occurring not less than thirty (30) days after following the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (i) above, or (2) on the earlier later of (A) the Lease Termination Date thirtieth (30th) day and (B) the next Payment Date occurring not less than thirty (30) days after the following delivery of the Officer’s 's Certificate pursuant to clause (ii) above, in the case of an Event of Taking described in clause (ii) above, an amount equal to the related Leased Property Lease Balance. Upon the Lessor’s 's receipt of such Leased Property the Lease Balance on such date, the Lessor shall cause the Lessor’s 's interest in such the Leased Property, and in all condemnation proceeds related thereto, Property to be conveyed to the Lessee in accordance with and subject to the provisions of Section 14.5 hereof ------------ (provided that such conveyance shall be subject to all rights of the condemning authority); upon completion of such purchase, but not prior thereto, this Lease with respect to such the Leased Property and all obligations hereunder with respect to such the Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of such the Leased Property pursuant to this Section 10.2, all Awards received by the Lessor, after ------------ deducting any reasonable out-of-pocket costs incurred by the Lessor in collecting such Awards, received or payable on account of an Event of Taking with respect to such the Leased Property during the related Lease Term shall be promptly paid to the Lessee, and all rights of the Lessor in Awards not then received shall be assigned to the Lessee by the Lessor.

Event of Taking. Any event (ia) which constitutes a Condemnation taking of all of, or substantially all of, a title to any Leased Property, Property or (iib) (Ai) which would otherwise constitute a Condemnation and Condemnation, (Bii) which, in the good-faith judgment of the Lessee, (1) renders restoration and rebuilding of a such Leased Property impossible impossible, impractical or impractical, or requires restoration to the related Leased Property that, with the exercise of reasonable diligence, is impossible to complete by the Lease Termination Date or uneconomical and (2iii) requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Property, and as to which Lessee has determined not to rebuild shall constitute an “Event of Taking”. Within sixty the Lessee, within thirty (6030) days after the occurrence of such event, delivers to the Lessor and the Issuer an Officer's Certificate notifying the Lessor and the Issuer of such event, of such judgment and of the date (or the Lessee's best estimate thereof) on which the Lessee shall deliver be required to Lessor an Officer’s Certificate notifying Lessor relinquish possession of such event and, in the case of an event described in affected Leased Property (or the foregoing clause (iiaffected portion thereof), shall constitute an "Event of Lessee’s determination not to rebuildTaking". In the case of any other event which constitutes a Condemnation, the Lessee shall restore and rebuild such the affected Leased Property pursuant to Section 10.4SECTION 11.4 hereof. If an Event of Taking shall occur, the Lessee shall pay to the Issuer for the account of the Lessor (1i) on the earlier of (A) the Lease Termination Date and (B) the next Facility Rent Payment Date occurring not less than thirty (30) days after following the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (ia) above, of the second preceding sentence or (2ii) on the earlier of (A) the Lease Termination Date and (B) the next Facility Rent Payment Date occurring not less than thirty (30) days after next preceding the delivery date on which the Lessee is required to relinquish possession of the Officer’s Certificate pursuant to clause Leased Property (ii) aboveor the affected portion thereof), in the case of an Event of Taking described in clause CLAUSE (iib) aboveof the second preceding sentence, in addition to all Basic Rent and Supplemental Rent otherwise due on such date, an amount equal to the related Lease Balance applicable to the Leased Property BalanceProperty. Upon Lessor’s the Issuer's receipt of such Leased Property Balance amount on such date, the Lessor shall cause the Lessor’s 's interest in such the affected Leased Property, and in all condemnation proceeds related thereto, Property to be conveyed to the Lessee in accordance with and subject to the provisions of Section 14.5 hereof SECTION 15.5 (provided "Purchase Procedure") hereof; PROVIDED, HOWEVER, that (A) such conveyance may be by special warranty deed, but free and clear of Lessor's Liens and the lien of the related Mortgage, (B) such conveyance shall be subject to all rights of the condemning authority); upon , (C) the Lessor shall have no obligation to remove title defects other than Lessor Liens and the lien of the related Mortgage affecting such Leased Property and (D) the Lessee's ability to obtain a title insurance policy shall not affect the Lessee's obligation to purchase the Lessor's interest in the affected Leased Property. Upon completion of such purchase, but not prior thereto, the affected Leased Property shall be deemed released from this Lease and all obligations of the Lessee and the Lessor under this Lease with respect to such Leased Property and all obligations hereunder with respect (including the obligation to such Leased Property make further payments of Basic Rent) shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such the date of such purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of such the affected Leased Property pursuant to this Section 10.2SECTION 11.2, all Awards received by the Lessor, after deducting any reasonable out-of-pocket and documented costs incurred by the Lessor in collecting such Awards, received or payable on account of an Event of Taking with respect to such Leased Property during the related Lease Term shall be promptly paid to the Lessee, and all rights of the Lessor in Awards not then received shall be assigned to the Lessee by the Lessor. If no Event of Default has occurred and is then continuing, the Lessee shall have the right to negotiate with the condemning authority and receive all Awards, subject to the terms of this Lease.

Event of Taking. Any event (i) which constitutes a Condemnation of all of, or substantially all of, a Leased Property, or (ii) (A) which would otherwise constitute a Condemnation and Condemnation, (B) which, in the good-faith judgment of the related Lessee, (1) renders restoration and rebuilding of a Leased Property impossible or impractical, or requires restoration to the related Leased Property that, with the exercise of reasonable diligence, is impossible to complete by the Lease Termination Date or (2) requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Property, or that cannot be restored by the Lease Termination Date, and (C) as to which Lessee has determined not to rebuild shall constitute an “Event of Taking”. Within such Lessee, within sixty (60) days after the occurrence of such event, Lessee shall deliver delivers to Lessor an Officer’s Certificate notifying Lessor of such event andand of such judgment, in the case shall constitute an “Event of an event described in the foregoing clause (ii), of Lessee’s determination not to rebuildTaking”. In the case of any other event which constitutes a Condemnation, the related Lessee shall restore and rebuild such Leased Property pursuant to Section 10.4. If an Event of Taking shall occur, the related Lessee shall pay to Lessor (1) on the earlier later of (A) the Lease Termination Date thirtieth day and (B) the next Payment Date occurring not less than thirty (30) days after following the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (i) above, or (2) on the earlier later of (A) the Lease Termination Date 90th day and (B) the next Payment Date occurring not less than thirty (30) days after the Date, in either case following delivery of the Officer’s Certificate pursuant to clause (ii) above, in the case of an Event of Taking described in clause (ii) above, an amount equal to the related Leased Property Balance. Upon Lessor’s receipt of such Leased Property Balance on such date, Lessor shall cause Lessor’s interest in such Leased Property, and in all condemnation proceeds related thereto, Property to be conveyed to the related Lessee in accordance with and subject to the provisions of Section 14.5 hereof (provided that such conveyance shall be subject to all rights of the condemning authority); upon completion of such purchase, but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of such Leased Property pursuant to this Section 10.2, all Awards received by Lessor, after deducting any reasonable out-of-pocket costs incurred by Lessor in collecting such Awards, received or payable on account of an Event of Taking with respect to such Leased Property during the related Lease Term shall be promptly paid to the related Lessee, and all rights of Lessor in Awards not then received shall be assigned to Lessee by Lessor.

Event of Taking. Any event (i) which constitutes a --------------- Condemnation of all of, or substantially all of, a Leased Property, or (ii) (A) which would otherwise constitute a Condemnation Condemnation, and (B) which, in the good-good- faith judgment of the related Lessee, (1) renders restoration and rebuilding of a Leased Property impossible or impractical, or requires restoration to the related Leased Property that, with the exercise of reasonable diligence, is impossible to complete by the Lease Termination Date or (2A) requires repairs to a the related Leased Property that would cost in excess of 50% of the original cost of such Leased PropertyProperty or (B) renders restoration and rebuilding of the related Leased Property impossible or impractical, and as with respect to which such Lessee has determined not to rebuild repair and restore such Leased Property (it being understood that the Lessee shall have -- ----- ---------- the option to either purchase the affected Leased Property or repair and restore the affected Leased Property) shall constitute an “"Event of Taking”". Within --------------- sixty (60) days after the occurrence of such event, the related Lessee shall deliver to Lessor an Officer’s 's Certificate notifying Lessor of such event and, in the case and of an event described in the foregoing clause (ii), of Lessee’s determination such judgment and decision not to rebuildrepair and restore. In the case of any other event which constitutes a Condemnation, the related Lessee shall restore and rebuild such Leased Property pursuant to Section 10.4. If an Event of Taking ------------ shall occur, the related Lessee shall pay purchase the affected Leased Property pursuant to Lessor (1) Section 14.4 on the earlier of (A) the Lease Termination Date and ------------ (B) the next Payment Date occurring not less than thirty sixty (3060) days after the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (i) above, or (2) on the earlier of (A) the Lease Termination Date and ---------- (B) the next Payment Date occurring not less than thirty (30) 60 days after the delivery of the Officer’s 's Certificate pursuant to clause (ii) abovethe second preceding sentence, in the case of an Event of Taking described in clause (ii) above, an amount equal to the ---------- related Leased Property Balance; provided that, if such an Event of Taking shall -------- occur during the Construction Term for such Leased Property, the related Lessee may, at such Lessee's option, pay to the Lessor the Construction Failure Payment instead of paying the Leased Property Balance as the purchase price for such Leased Property (in which case the Lessor shall retain the Lessor's interest in such Leased Property, subject to the provisions of Section 5.7 of the Construction Agency Agreement with respect to remarketing). Upon Lessor’s 's receipt of such Leased Property Balance on such date, Lessor shall cause Lessor’s 's interest in such Leased Property, and in all condemnation proceeds related thereto, to be conveyed to the related Lessee in accordance with and subject to the provisions of Section 14.5 14.4 hereof (provided that such conveyance ------------ shall be subject to all rights of the condemning authority); upon completion of such purchasepurchase (or payment of the Construction Failure Payment, as the case may be), but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of such Leased Property pursuant to this Section 10.2, all Awards received by Lessor, after deducting any reasonable ------------ out-of-pocket costs incurred by Lessor in collecting such Awards, received or payable on account of an Event of Taking with respect to such Leased Property during the related Lease Term shall be promptly paid to the related Lessee, and all rights of Lessor in Awards not then received shall be assigned to Lessee by Lessor.

Event of Taking. Any event occurring during the Base Lease Term subsequent to the Completion Date (i) which constitutes a Condemnation of all of, or substantially all of, a the Leased Property, or (ii) (A) which would otherwise constitute a Condemnation and Condemnation, (B) which, in the good-faith judgment of the Lessee, (1) renders restoration and rebuilding of a the Leased Property impossible or impractical, or requires restoration to the related Leased Property that, with the exercise of reasonable diligence, is impossible to complete by the Lease Termination Date or (2) requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such the Leased Property, and (C) as to which Lessee has determined not to rebuild shall constitute an “Event of Taking”. Within the Lessee, within sixty (60) days after the occurrence of such event, Lessee shall deliver delivers to Lessor an Officer’s Certificate notifying Lessor of such event and, in the case of an event described in the foregoing clause (ii)event, of such judgment and of the Lessee’s determination decision not to rebuildrestore and rebuild the Leased Property, shall constitute an “Event of Taking”. In the case of any other event which constitutes a Condemnation, the Lessee shall restore and rebuild such the Leased Property pursuant to Section 10.4. If an Event of Taking shall occur, the Lessee shall pay to Lessor (1) the Agent on the earlier of (A) the Lease Termination Date date that the Award related to such Condemnation is paid and (B) the next first Payment Date occurring not less more than thirty ninety (3090) days after the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (i) above, above or (2) on the earlier of (A) the Lease Termination Date and (B) the next Payment Date occurring not less than thirty (30) days after the delivery of the Officer’s Certificate pursuant to clause (ii) above, in the case of an Event of Taking described in clause (ii) above, an amount equal to the related Leased Property Lease Balance. Upon Lessorthe Agent’s receipt of such Leased Property the Lease Balance on such date, Lessor shall cause Lessor’s interest in such the Leased Property, and in all condemnation proceeds related thereto, Property to be conveyed to the Lessee in accordance with and subject to the provisions of Section 14.5 hereof (provided that such conveyance shall be subject to all rights of the condemning authority); upon completion of such purchase, but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of such the Leased Property pursuant to this Section 10.2, all Awards received by LessorLessor or the Agent, after deducting any reasonable out-of-pocket costs incurred by Lessor or the Agent in collecting such Awards, received or payable on account of an Event of Taking with respect to such the Leased Property during the related Lease Term shall be promptly paid to the Lessee, and all rights of Lessor in Awards not then received shall be assigned to Lessee by Lessor.

Event of Taking. Any event (i) which constitutes a --------------- Condemnation of all of, or substantially all of, a Leased Property, or (ii) (A) which would otherwise constitute a Condemnation Condemnation, and (B) which, in the good-good- faith judgment of the related Lessee, (1) renders restoration and rebuilding of a Leased Property impossible or impractical, or requires restoration to the related Leased Property that, with the exercise of reasonable diligence, is impossible to complete by the Lease Termination Date or (2A) requires repairs to a the related Leased Property that would cost in excess of 50% of the original cost of such Leased PropertyProperty or (B) renders restoration and rebuilding of the related Leased Property impossible or impractical, and as with respect to which such Lessee has determined not to rebuild repair and restore such Leased Property (it being understood that the Lessee shall have -- ----- ---------- the option to either purchase the affected Leased Property or repair and restore the affected Leased Property) shall constitute an “"Event of Taking”". Within --------------- sixty (60) days after the occurrence of such event, the related Lessee shall deliver to Lessor an Officer’s 's Certificate notifying Lessor of such event and, in the case and of an event described in the foregoing clause (ii), of Lessee’s determination such judgment and decision not to rebuildrepair and restore. In the case of any other event which constitutes a Condemnation, the related Lessee shall restore and rebuild such Leased Property pursuant to Section 10.4. If an Event of Taking ------------ shall occur, the related Lessee shall pay purchase the affected Leased Property pursuant to Lessor (1) Section 14.1 on the earlier of (A) the Lease Termination Date and ------------ (B) the next Payment Date occurring not less than thirty sixty (3060) days after the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (i) above, or (2) on the earlier of (A) the Lease Termination Date and ---------- (B) the next Payment Date occurring not less than thirty (30) 60 days after the delivery of the Officer’s 's Certificate pursuant to clause (ii) abovethe second preceding sentence, in the case of an Event of Taking described in clause (ii) above, an amount equal to the ----------- related Leased Property Balance; provided that, if such an Event of Taking shall -------- occur during the Construction Term for such Leased Property, the related Lessee may, at such Lessee's option, pay to the Lessor the Construction Failure Payment instead of paying the Leased Property Balance as the purchase price for such Leased Property (in which case the Lessor shall retain the Lessor's interest in such Leased Property, subject to the provisions of Section 5.7 of the Construction Agency Agreement with respect to remarketing). Upon Lessor’s 's receipt of such Leased Property Balance on such date, Lessor shall cause Lessor’s 's interest in such Leased Property, and in all condemnation proceeds related thereto, to be conveyed to the related Lessee in accordance with and subject to the provisions of Section 14.5 hereof (provided that such conveyance ------------- shall be subject to all rights of the condemning authority); upon completion of such purchasepurchase (or payment of the Construction Failure Payment, as the case may be), but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of such Leased Property pursuant to this Section 10.2, all Awards received by Lessor, after deducting any reasonable ------------ out-of-pocket costs incurred by Lessor in collecting such Awards, received or payable on account of an Event of Taking with respect to such Leased Property during the related Lease Term shall be promptly paid to the related Lessee, and all rights of Lessor in Awards not then received shall be assigned to Lessee by Lessor.

Event of Taking. Any event (i) which constitutes a --------------- Condemnation of all of, or substantially all of, a the Leased Property, or (ii) (A) which would otherwise constitute a Condemnation and the Condemnation, (B) which, in the good-good- faith judgment of Lessee, (1) renders restoration and rebuilding of a the Leased Property impossible impossible, impractical or impractical, or requires restoration to the related Leased Property that, with the exercise of reasonable diligence, is impossible to complete by the Lease Termination Date or (2) requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Propertyuneconomical, and (C) as to which Lessee has determined not to rebuild shall constitute an “Event of Taking”. Within Lessee, within sixty (60) days after the occurrence of such event, Lessee shall deliver delivers to Lessor an Officer’s 's Certificate notifying Lessor of such event andand of such judgment, in the case shall constitute an "Event of an event described in the foregoing clause (ii), of Lessee’s determination not to rebuildTaking". In the case of any other event which --------------- constitutes a Condemnation, Lessee shall restore and rebuild such the Leased Property pursuant to Section 10.4. If an Event of Taking shall occur, Lessee shall pay ------------ to Lessor Lessor (1) on the earlier of (A) the Lease Termination Date and (B) the next Payment Date occurring not less than thirty ninety (3090) days after the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (i) above, or (2) on the earlier of (A) the Lease Termination Date and (B) the next Payment Date occurring not ---------- less than thirty ninety (3090) days after the delivery of the Officer’s 's Certificate pursuant to clause (ii) above, in the case of an Event of Taking described in clause (ii) ----------- ----------- above, an amount equal to the related Leased Property Lease Balance. Upon Lessor’s 's receipt of such Leased Property Lease Balance on such date, Lessor shall cause Lessor’s 's interest in such the Leased Property, and in all condemnation proceeds related thereto, Property to be conveyed to Lessee in accordance with and subject to the provisions of Section 14.5 hereof (provided that such conveyance shall be ------------ subject to all rights of the condemning authority); upon completion of such purchase, but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of such the Leased Property pursuant to this Section 10.2, all Awards received by Lessor, after deducting any reasonable out-of-pocket ------------ costs incurred by Lessor in collecting such Awards, received or payable on account of an Event of Taking with respect to such the Leased Property during the related Lease Term shall be promptly paid to Lessee, and all rights of Lessor in Awards not then received shall be assigned to Lessee by Lessor.

Event of Taking. Any event (i) which constitutes a Condemnation of all of, or substantially all of, a Leased the Property, or (ii) (A) which would otherwise constitute a Condemnation and Condemnation, (B) which, in the good-good faith judgment of the Lessee, (1) renders restoration and rebuilding of a Leased the Property impossible or impractical, or requires restoration repairs to the related Leased Property that, with the exercise of reasonable diligence, is impossible to complete by the Lease Termination Date or (2) requires repairs to a Leased Property that would cost in excess of fifty percent (50% %) of the original cost of such Leased the Property, and (C) as to which Lessee has determined not to rebuild shall constitute an “Event of Taking”. Within the Lessee, within sixty (60) days after the occurrence of such event, Lessee shall deliver delivers to Lessor the Beneficiary an Officer’s Certificate notifying Lessor the Beneficiary of such event andand of such judgment, in the case shall constitute an “Event of an event described in the foregoing clause (ii), of Lessee’s determination not to rebuildTaking”. In the case of any other event which constitutes a Condemnation, the Lessee shall restore and rebuild such Leased the Property pursuant to Section 10.4subparagraph (d) below. If an Event of Taking shall occur, the Lessee shall pay to Lessor the Beneficiary (1) on the earlier later of (A) the Lease Termination Date thirtieth (30th) day and (B) the next Payment Date occurring not less than thirty (30) days after following the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (i) above, or (2) on the earlier later of (A) the Lease Termination Date thirtieth (30th) day and (B) the next Payment Date occurring not less than thirty (30) days after the following delivery of the Officer’s Certificate pursuant to clause (ii) above, in the case of an Event of Taking described in clause (ii) above, an amount equal to the related Leased Property Lease Balance. Upon Lessorthe Beneficiary’s receipt of such Leased Property the Lease Balance on such date, Lessor the Beneficiary shall cause permit the Lessor’s interest in such Leased Property, and in all condemnation proceeds related thereto, the Property to be conveyed to the Lessee in accordance with and subject to the provisions of Section 14.5 hereof Paragraph 19(e) of the Facility Lease (provided that such conveyance shall be subject to all rights of the condemning authority); upon . Upon completion of such purchasepurchase and payment of the Lease Balance by the Lessee to the Beneficiary, but not prior thereto, this Lease with respect to such Leased Property Deed of Trust and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this LeaseDeed of Trust. Upon the consummation of the purchase of such Leased the Property pursuant to this Section 10.2subparagraph (b), all Condemnation Awards received by Lessorthe Beneficiary, after deducting any reasonable out-of-pocket costs incurred by Lessor the Beneficiary in collecting such Condemnation Awards, received or payable on account of an Event of Taking with respect to such Leased the Property during the related Lease Term shall be promptly paid to the Lessee, and all rights of Lessor the Beneficiary in Condemnation Awards not then received shall be assigned to the Lessee by Lessorthe Beneficiary.”

Event of Taking. (a) Any event (i) which constitutes a --------------- Condemnation of all of, or substantially all of, a Leased Property, or (ii) (A) which would otherwise constitute a Condemnation and Condemnation, (B) which, in the good-faith judgment of the related Lessee, (1) renders restoration and rebuilding of a Leased Property impossible or impractical, or requires restoration to the related Leased Property that, with the exercise of reasonable diligence, is impossible to complete by the Lease Termination Date or (2) requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Property, and (C) as to which Lessee has determined not to rebuild shall constitute an “Event of Taking”. Within such Lessee, within sixty (60) days after the occurrence of such event, Lessee shall deliver delivers to Lessor an Officer’s 's Certificate notifying Lessor of such event andand of such judgment, in the case shall constitute an "Event ----- of an event described in the foregoing clause (ii), of Lessee’s determination not to rebuildTaking". In the case of any other event which constitutes a Condemnation, the --------- related Lessee shall restore and rebuild such Leased Property pursuant to Section 10.4. In the case of an Event of Taking where such Leased Property is ------------ susceptible of repair or restoration, the Officer's Certificate delivered pursuant to clause (ii) above shall further specify whether such Lessee elects either (x) to repair and restore the Leased Property, or (y) pay to Lessor the Leased Property Balance in accordance with subsection (c) below; provided, that the Lessee shall not have the right to elect to repair and restore the Leased Property if, on the date of such Officer's Certificate, a Potential Event of Default or an Event of Default shall have occurred and be continuing. (b) Any election by a Lessee to repair and restore the Leased Property pursuant to clause (x) above shall be accompanied by (i) a Construction Contract, in form for execution, for the repair or restoration of the Leased Property together with the related Plan and Specifications, each of which shall be reasonably satisfactory in form and substance to the Agent; and (ii) such other evidence and assurances as may be necessary to demonstrate to the Agent's reasonable satisfaction that the Awards proceeds expected to be received in connection with such Event of Taking, together with any remaining Fundings available under the Master Agreement plus Lessee's other sources of funds (whether borrowed or otherwise), but in any case subject to compliance with Article V of the Master Agreement, will be sufficient to complete the repair or restoration of the Leased Property. Upon the Agent's confirmation that the Lessee has satisfied the conditions for the repair or restoration of the Leased Property as set forth above, (x) the Lessee shall rebuild the Leased Property as provided in Section 10.4, and (y) the Lessee shall turn over to the Agent all ------------ Award proceeds received in connection with such Event of Taking, and the Agent shall disburse such Award proceeds, together with any Award proceeds received by the Agent or Lessor in connection with such Event of Taking and remaining Fundings available under the Master Agreement, in accordance with the Master Agreement in the same manner as if the Building were being originally constructed, provided that the Lessee complies with all conditions to Fundings (including without limitation delivery of all assignments, consents, security agreements and title insurance policies) as required under the Master Agreement for such original construction. (c) If an Event of Taking shall occur, and the related Lessee does not elect to repair or restore the Leased Property as provided in subsection (b) above (and satisfy the conditions set forth therein) or the Leased Property is otherwise not susceptible of repair or restoration, the related Lessee shall pay to Lessor (1) on the earlier later of (A) the Lease Termination Date and ten (10) days following receipt of Award proceeds, (B) the thirtieth day after delivery of the Officer's Certificate notifying Lessor of such Event of Taking, or (C) the next Payment Date occurring not less than thirty (30) days after following the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (i) above, or (2) on the earlier of (A) the Lease Termination Date and (B) the next Payment Date occurring not less than thirty (30) days after the delivery of the Officer’s Certificate pursuant to clause (ii) above, in the case of an Event of Taking described in clause (ii) above, an amount equal to the related Leased Property Balance, provided however, if such date is less than thirty (30) days after receipt by Lessor and Agent of an Officer's Certificate or receipt of Award proceeds described above, such payment shall be postponed to the second Payment Date following delivery of the Officer's Certificate. Upon Lessor’s 's receipt of such Leased Property Balance on such date, Lessor shall cause Lessor’s 's interest in such Leased Property, and in all condemnation proceeds related thereto, Property to be conveyed to the related Lessee in accordance with and subject to the provisions of Section 14.5 hereof ------------ (provided that such conveyance shall be subject to all rights of the condemning authority); upon completion of such purchase, but not prior thereto, this Lease with respect to such Leased Property and all obligations hereunder with respect to such Leased Property shall terminate, except with respect to obligations and liabilities hereunder, actual or contingent, that have arisen or relate to events occurring on or prior to such date of purchase, or which are expressly stated herein to survive termination of this Lease. Notwithstanding anything to the contrary herein, Lessee's obligation to pay Basic Rent on each Payment Date shall continue until the payment in full of the Lease Property Balance as set forth above. Upon the consummation of the purchase of such Leased Property pursuant to this Section 10.210.2(c), all Awards received by LessorLessor and its assigns (including --------------- the Agent and any other Funding Party), after deducting any reasonable out-of-pocket costs incurred by Lessor such recipient in collecting such Awards, received or payable on account of an Event of Taking with respect to such Leased Property during the related Lease Term shall be promptly paid to the related Lessee, and all rights of Lessor such recipient in Awards not then received shall be assigned to Lessee by Lessorsuch recipient.