Common use of Event of Taking Clause in Contracts

Event of Taking. Any event (a) which constitutes a taking of title to any Leased Property or (b) (i) which would otherwise constitute a Condemnation, (ii) which, in the good-faith judgment of the Lessee, renders restoration and rebuilding of such Leased Property impossible, impractical or uneconomical and (iii) as to which the Lessee, within thirty (30) 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 be required to relinquish possession of the affected Leased Property (or the affected portion thereof), shall constitute an "Event of Taking". In the case of any other event which constitutes a Condemnation, the Lessee shall restore and rebuild the affected Leased Property pursuant to SECTION 11.4 hereof. If an Event of Taking shall occur, the Lessee shall pay to the Issuer for the account of the Lessor (i) on the next Facility Rent Payment Date following the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (a) of the second preceding sentence or (ii) on the Facility Rent Payment Date next preceding the date on which the Lessee is required to relinquish possession of the Leased Property (or the affected portion thereof), in the case of an Event of Taking described in CLAUSE (b) of the second preceding sentence, in addition to all Basic Rent and Supplemental Rent otherwise due on such date, an amount equal to the Lease Balance applicable to the Leased Property. Upon the Issuer's receipt of such amount on such date, the Lessor shall cause the Lessor's interest in the affected Leased Property to be conveyed to the Lessee in accordance with and subject to the provisions of SECTION 15.5 ("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, (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 (including the obligation to 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 the date of such purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the affected Leased Property pursuant to this SECTION 11.2, all Awards received by the Lessor, after deducting any reasonable and documented costs incurred by the Lessor in collecting such Awards, received or payable on account of an Event of Taking during the Lease Term shall be 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 (ai) which constitutes a taking Condemnation of title to any all of, or substantially all of, a Leased Property Property, or (bii) (iA) which would otherwise constitute a Condemnation, (iiB) which, in the good-faith judgment of the related Lessee, renders restoration and rebuilding of a Leased Property impossible or impractical, or requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Property impossibleProperty, impractical or uneconomical that cannot be restored by the Lease Termination Date, and (iiiC) as to which the such Lessee, within thirty sixty (3060) days after the occurrence of such event, delivers to the Lessor and the Issuer an Officer's ’s Certificate notifying the Lessor and the Issuer of such event, event and of such judgment and of the date (or the Lessee's best estimate thereof) on which the Lessee shall be required to relinquish possession of the affected Leased Property (or the affected portion thereof)judgment, shall constitute an "“Event of Taking"”. In the case of any other event which constitutes a Condemnation, the related Lessee shall restore and rebuild the affected such Leased Property pursuant to SECTION 11.4 hereofSection 10.4. If an Event of Taking shall occur, the related Lessee shall pay to the Issuer for the account of the Lessor (i1) on the later of (A) the thirtieth day and (B) the next Facility Rent Payment Date following the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (ai) above, or (2) on the later of (A) the 90th day and (B) the next Payment Date, in either case following delivery of the second preceding sentence or Officer’s Certificate pursuant to clause (ii) on the Facility Rent Payment Date next preceding the date on which the Lessee is required to relinquish possession of the Leased Property (or the affected portion thereof)above, in the case of an Event of Taking described in CLAUSE clause (bii) of the second preceding sentence, in addition to all Basic Rent and Supplemental Rent otherwise due on such dateabove, an amount equal to the Lease Balance applicable to the related Leased PropertyProperty Balance. Upon the Issuer's Lessor’s receipt of such amount Leased Property Balance on such date, the Lessor shall cause the Lessor's ’s interest in the affected such Leased Property to be conveyed to the related Lessee in accordance with and subject to the provisions of SECTION 15.5 Section 14.5 hereof ("Purchase Procedure") hereof; PROVIDED, HOWEVER, provided 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, (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 ); 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 (including the obligation and all obligations hereunder with respect to make further payments of Basic Rent) 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 the such date of such purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the affected such Leased Property pursuant to this SECTION 11.2Section 10.2, all Awards received by the Lessor, after deducting any reasonable and documented 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 Leased Property during the related Lease Term shall be promptly paid to the related 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 (ai) which constitutes a taking Condemnation of title to any Leased Property all of, or substantially all of, the Property, or (bii) (iA) which would otherwise constitute a Condemnation, (iiB) which, in the good-good faith judgment of the Lessee, renders restoration and rebuilding of such Leased the Property impossibleimpossible or impractical, impractical or uneconomical requires repairs to the Property that would cost in excess of fifty percent (50%) of the original cost of the Property, and (iiiC) as to which the Lessee, within thirty sixty (3060) days after the occurrence of such event, delivers to the Lessor and the Issuer Beneficiary an Officer's ’s Certificate notifying the Lessor and the Issuer Beneficiary of such event, event and of such judgment and of the date (or the Lessee's best estimate thereof) on which the Lessee shall be required to relinquish possession of the affected Leased Property (or the affected portion thereof)judgment, shall constitute an "“Event of Taking"”. In the case of any other event which constitutes a Condemnation, the Lessee shall restore and rebuild the affected Leased Property pursuant to SECTION 11.4 hereofsubparagraph (d) below. If an Event of Taking shall occur, the Lessee shall pay to the Issuer for the account of the Lessor Beneficiary (i1) on the later of (A) the thirtieth (30th) day and (B) the next Facility Rent Payment Date following the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (ai) above, or (2) on the later of (A) the thirtieth (30th) day and (B) the next Payment Date following delivery of the second preceding sentence or Officer’s Certificate pursuant to clause (ii) on the Facility Rent Payment Date next preceding the date on which the Lessee is required to relinquish possession of the Leased Property (or the affected portion thereof)above, in the case of an Event of Taking described in CLAUSE clause (bii) of the second preceding sentence, in addition to all Basic Rent and Supplemental Rent otherwise due on such dateabove, an amount equal to the Lease Balance applicable to the Leased PropertyBalance. Upon the Issuer's Beneficiary’s receipt of such amount the Lease Balance on such date, the Lessor Beneficiary shall cause permit the Lessor's ’s interest in the affected Leased Property to be conveyed to the Lessee in accordance with and subject to the provisions of SECTION 15.5 ("Purchase Procedure"Paragraph 19(e) 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, Facility Lease (B) provided that such conveyance shall be subject to all rights of the condemning authority, (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 purchasepurchase and payment of the Lease Balance by the Lessee to the Beneficiary, but not prior thereto, the affected Leased Property shall be deemed released from this Lease Deed of Trust and all obligations of the Lessee and the Lessor under this Lease with respect to such Leased Property (including the obligation to make further payments of Basic Rent) hereunder 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 the such date of such purchase, or which are expressly stated herein to survive termination of this LeaseDeed of Trust. Upon the consummation of the purchase of the affected Leased Property pursuant to this SECTION 11.2subparagraph (b), all Condemnation Awards received by the LessorBeneficiary, after deducting any reasonable and documented costs incurred by the Lessor Beneficiary in collecting such Condemnation Awards, received or payable on account of an Event of Taking during with respect to the Lease Term Property shall be paid to the Lessee, and all rights of the Lessor Beneficiary in Condemnation 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 LeaseBeneficiary.”

Event of Taking. (a) Any event (ai) which constitutes a taking --------------- Condemnation of title to any all of, or substantially all of, a Leased Property Property, or (bii) (iA) which would otherwise constitute a Condemnation, (iiB) which, in the good-faith judgment of the related Lessee, renders restoration and rebuilding of a Leased Property impossible or impractical, or requires repairs to a Leased Property that would cost in excess of 50% of the original cost of such Leased Property impossibleProperty, impractical or uneconomical and (iiiC) as to which the such Lessee, within thirty sixty (3060) 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, event and of such judgment and of the date (or the Lessee's best estimate thereof) on which the Lessee shall be required to relinquish possession of the affected Leased Property (or the affected portion thereof)judgment, shall constitute an "Event ----- of Taking". In the case of any other event which constitutes a Condemnation, the --------- related Lessee shall restore and rebuild the affected such Leased Property pursuant to SECTION 11.4 hereofSection 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 the Issuer for the account of the Lessor (i1) on the later of (A) 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 Facility Rent Payment Date following the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (a) of the second preceding sentence or (ii) on the Facility Rent Payment Date next preceding the date on which the Lessee is required to relinquish possession of the Leased Property (or the affected portion thereof), in the case of an Event of Taking described in CLAUSE (b) of the second preceding sentence, in addition to all Basic Rent and Supplemental Rent otherwise due on such date, an amount equal to the Lease Balance applicable 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 Leased Propertysecond Payment Date following delivery of the Officer's Certificate. Upon the IssuerLessor's receipt of such amount Leased Property Balance on such date, the Lessor shall cause the Lessor's interest in the affected such Leased Property to be conveyed to the related Lessee in accordance with and subject to the provisions of SECTION 15.5 Section 14.5 hereof ------------ ("Purchase Procedure") hereof; PROVIDED, HOWEVER, provided 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, (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 ); 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 (including the obligation and all obligations hereunder with respect to make further payments of Basic Rent) 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 the such date of such 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 the affected such Leased Property pursuant to this SECTION 11.2Section 10.2(c), all Awards received by Lessor and its assigns (including --------------- the LessorAgent and any other Funding Party), after deducting any reasonable and documented costs incurred by the 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 paid to the related Lessee, and all rights of the Lessor such recipient 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 Leasesuch recipient.

Event of Taking. Any event (ai) which constitutes a taking Condemnation of title to any all of, or substantially all of, a Leased Property Property, or (bii) (iA) which would otherwise constitute a Condemnation, (ii) which, in the good-faith judgment of the Lessee, renders restoration and rebuilding of such Leased Property impossible, impractical or uneconomical and (iiiB) as to which the related Lessee, within thirty sixty (3060) 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, event and of such judgment and of the date (or the Lessee's best estimate thereof) on which the Lessee shall be required decision not to relinquish possession of the affected restore such Leased Property (or the affected portion thereof)Property, shall constitute an "Event of TakingEVENT OF TAKING". In the case of any other event which constitutes a Condemnation, the related Lessee shall restore and rebuild the affected such Leased Property pursuant to SECTION 11.4 hereof10.4. If an Event of Taking shall occur, the related Lessee shall pay to the Issuer for the account of the Lessor (i1) on the later of (A) the 60th day and (B) the next Facility Rent Payment Date following the occurrence of such Event of Taking, in the case of an Event of Taking described in clause CLAUSE (ai) above, or (2) on the later of (A) the 60th day and (B) the next Payment Date following delivery of the second preceding sentence or Officer's Certificate pursuant to CLAUSE (ii) on the Facility Rent Payment Date next preceding the date on which the Lessee is required to relinquish possession of the Leased Property (or the affected portion thereof)above, in the case of an Event of Taking described in CLAUSE (bii) of the second preceding sentence, in addition to all Basic Rent and Supplemental Rent otherwise due on such dateabove, an amount equal to the Lease Balance applicable to the related Leased PropertyProperty Balance. Upon the IssuerLessor's receipt of such amount Leased Property Balance on such date, the Lessor shall cause the Lessor's interest in the affected such Leased Property to be conveyed to the related Lessee in accordance with and subject to the provisions of SECTION 15.5 14.5 hereof ("Purchase Procedure") hereof; PROVIDED, HOWEVER, provided 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, (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 ); 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 (including the obligation and all obligations hereunder with respect to make further payments of Basic Rent) 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 the such date of such purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the affected such Leased Property pursuant to this SECTION 11.210.2, all Awards received by the Lessor, after deducting any reasonable 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 paid to the related 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 which (a) which constitutes a taking of title to any all or substantially all of the Leased Property (including, without limitation, any Appurtenances), or (b) (i) which would otherwise constitute a CondemnationCondemnation of the Leased Property, (ii) which, that (A) either (1) in the good-faith judgment of the Lessee, renders restoration and rebuilding of such the Leased Property impossible, impractical or uneconomical uneconomical, or (2) involves a potential Award in excess of $250,000 and (iiiB) as to which the Lessee, within thirty sixty (3060) days after the occurrence of such event, delivers to the Lessor and the Issuer an Officer's ’s Certificate notifying the Lessor and the Issuer of such event, of such judgment and of the date (or the Lessee's ’s best estimate thereof) on which the Lessee shall be required to relinquish possession of the affected Leased Property (or the affected portion thereof), shall constitute an "“Event of 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 the Lessor. In the case of any event (other event than an Event of Taking) which constitutes a Condemnation, the Lessee shall restore and rebuild the affected Leased Property pursuant to SECTION 11.4 hereofSection 11.4. If an Event of Taking shall occur, the Lessee shall pay to the Issuer for the account of the Lessor (i) on the next Facility Rent Payment Date following the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (a) of the second preceding sentence or (ii) on the Facility Rent Payment Date next preceding the date on which the Lessee is required to relinquish possession of the Leased Property (or the affected portion thereof), in the case of an Event of Taking described in CLAUSE (b) of the second preceding sentence, in addition to all Basic Rent and Supplemental Rent otherwise due on such date, an amount equal to the Lease Balance applicable to the Leased PropertyBalance. Upon the Issuer's Lessor’s receipt of such amount the Lease Balance on such date, the Lessor shall cause the Lessor's ’s interest in the affected Leased Property to be conveyed to the Lessee in accordance with and subject to the provisions of SECTION Purchase Procedure as set forth in Section 15.5 ("Purchase Procedure") hereof; PROVIDEDprovided, HOWEVERhowever, that (A) such conveyance may shall be by special warranty deed, but free and clear of Lessor's the Lessor Liens and the lien of the related MortgageOperative Documents, (B) such conveyance shall be subject to all rights of the condemning authority, (C) the Lessor shall have no obligation to remove title defects other than the Lessor Liens and the lien of the related Mortgage affecting such Leased Property and (D) the Lessee's ’s ability to obtain a title insurance policy shall not affect the Lessee's ’s obligation to purchase the Lessor's ’s interest in the affected Leased Property. Upon completion of such purchase, including payment in full of the Lease Balance, 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 the Leased Property (including the obligation to make further payments of Basic Rent) 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 the such date of such 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 the affected Leased Property pursuant to this SECTION Section 11.2, the net amount of all Awards received by the Lessor, after deducting any reasonable 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 during the Lease Term Term, shall be paid to the Lessee, and all rights of the Lessor in Awards not then received shall be assigned to the Lessee Lessee, without warranty, 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 (a) which constitutes a taking of title to any Leased Property or (b) (i) which would otherwise constitute a Condemnation, (ii) which, in the good-faith judgment judgement of the Lessee, renders restoration and rebuilding of such Leased Property impossible, impractical or uneconomical and (iii) as to which the Lessee, within thirty (30) days after the occurrence of such event, delivers to the Lessor and the Issuer Lender an Officer's Certificate notifying the Lessor and the Issuer Lender of such event, of such judgment judgement and of the date (or the Lessee's best estimate thereof) on which the Lessee shall be required to relinquish possession of the affected Leased Property (or the affected portion thereof), shall constitute an "Event of Taking". In the case of any other event which constitutes a Condemnation, the Lessee shall restore and rebuild the affected Leased Property pursuant to SECTION 11.4 hereofSection 11.4. If an Event of Taking shall occur, the Lessee shall pay to the Issuer Lender for the account of the Lessor (i) on the next Facility Rent Payment Date following the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (a) of the second preceding sentence or (ii) on the Facility Rent Payment Date next preceding the date on which the Lessee is required to relinquish possession of the Leased Property (or the affected portion thereof), in the case of an Event of Taking described in CLAUSE clause (b) of the second preceding sentence, in addition to all Basic Rent and Supplemental Rent otherwise due on such date, an amount equal to the Lease Balance sum of the Total Development Cost of the affected Property plus the Breakage Costs, if any, applicable to the Leased Propertyconsequent prepayment of the Notes. Upon the IssuerLessor's receipt of such amount on such date, the Lessor shall cause the Lessor's interest in the affected Leased Property to be conveyed to the Lessee in accordance with and subject to the provisions of SECTION Section 15.5 ("Purchase Procedure") hereof; PROVIDEDprovided, HOWEVERhowever, 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, (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 (including the obligation to 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 the date of such purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the affected Leased Property pursuant to this SECTION 11.2Section, all Awards received by the Lessor, after deducting any reasonable and documented costs incurred by the Lessor in collecting such Awards, received or payable on account of an Event of Taking during the Lease Term shall be 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 (ai) which constitutes a taking Condemnation of title to any all of, or substantially all of, a Leased Property Property, or (bii) (iA) which would otherwise constitute a Condemnation, Condemnation and (iiB) which, in the good-faith judgment of the 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 impossibleProperty, impractical or uneconomical and (iii) as to which the Lessee, within thirty Lessee has determined not to rebuild shall constitute an “Event of Taking”. Within sixty (3060) days after the occurrence of such event, delivers Lessee shall deliver to the Lessor and the Issuer an Officer's ’s Certificate notifying the Lessor and the Issuer of such eventevent and, in the case of an event described in the foregoing clause (ii), of such judgment and of the date (or the Lessee's best estimate thereof) on which the Lessee shall be required ’s determination not to relinquish possession of the affected Leased Property (or the affected portion thereof), shall constitute an "Event of Taking"rebuild. In the case of any other event which constitutes a Condemnation, the Lessee shall restore and rebuild the affected such Leased Property pursuant to SECTION 11.4 hereofSection 10.4. If an Event of Taking shall occur, the Lessee shall pay to the Issuer for the account of the Lessor (i1) on the earlier of (A) the Lease Termination Date and (B) the next Facility Rent Payment Date following 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 (ai) 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 second preceding sentence or Officer’s Certificate pursuant to clause (ii) on the Facility Rent Payment Date next preceding the date on which the Lessee is required to relinquish possession of the Leased Property (or the affected portion thereof)above, in the case of an Event of Taking described in CLAUSE clause (bii) of the second preceding sentence, in addition to all Basic Rent and Supplemental Rent otherwise due on such dateabove, an amount equal to the Lease Balance applicable to the related Leased PropertyProperty Balance. Upon the Issuer's Lessor’s receipt of such amount Leased Property Balance on such date, the Lessor shall cause the Lessor's ’s interest in the affected such Leased Property Property, and in all condemnation proceeds related thereto, to be conveyed to the Lessee in accordance with and subject to the provisions of SECTION 15.5 Section 14.5 hereof ("Purchase Procedure") hereof; PROVIDED, HOWEVER, provided 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, (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 ); 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 (including the obligation and all obligations hereunder with respect to make further payments of Basic Rent) 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 the such date of such purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the affected such Leased Property pursuant to this SECTION 11.2Section 10.2, all Awards received by the Lessor, after deducting any reasonable and documented 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 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 (ai) which constitutes a taking --------------- Condemnation of title to any all of, or substantially all of, a Leased Property Property, or (bii) (iA) which would otherwise constitute a Condemnation, and (iiB) which, in the good-good- faith judgment of the related Lessee, (A) requires repairs to the related Leased Property that would cost in excess of 50% of the original cost of such Leased Property or (B) renders restoration and rebuilding of the related Leased Property impossible or impractical, and with respect to which such Lessee has determined not to repair and restore such Leased Property impossible, impractical (it being understood that the Lessee shall have -- ----- ---------- the option to either purchase the affected Leased Property or uneconomical repair and restore the affected Leased Property) shall constitute an "Event of Taking". Within --------------- sixty (iii) as to which the Lessee, within thirty (3060) days after the occurrence of such event, delivers the related Lessee shall deliver to the Lessor and the Issuer an Officer's Certificate notifying the Lessor and the Issuer of such event, event and of such judgment and of the date (or the Lessee's best estimate thereof) on which the Lessee shall be required decision not to relinquish possession of the affected Leased Property (or the affected portion thereof), shall constitute an "Event of Taking"repair 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 purchase the affected Leased Property pursuant to SECTION 11.4 hereof. If an Event of Taking shall occur, the Lessee shall pay to the Issuer for the account of the Lessor (i) Section 14.4 on the earlier of (A) the Lease Termination Date and ------------ (B) the next Facility Rent Payment Date following occurring not less than sixty (60) days after the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (ai) above, or (2) on the earlier of (A) the Lease Termination Date and ---------- (B) the next Payment Date occurring not less than 60 days after the delivery of the Officer's Certificate pursuant to the second preceding sentence or (ii) on the Facility Rent Payment Date next preceding the date on which the Lessee is required to relinquish possession of the Leased Property (or the affected portion thereof)sentence, in the case of an Event of Taking described in CLAUSE clause (bii) of the second preceding sentence, in addition to all Basic Rent and Supplemental Rent otherwise due on such dateabove, an amount equal to the Lease Balance applicable ---------- 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. Upon Property Balance as the Issuer's receipt of purchase price for such amount on such date, Leased Property (in which case the Lessor shall cause retain the Lessor's interest in such Leased Property, subject to the affected provisions of Section 5.7 of the Construction Agency Agreement with respect to remarketing). 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 the related Lessee in accordance with and subject to the provisions of SECTION 15.5 Section 14.4 hereof ("Purchase Procedure") hereof; PROVIDED, HOWEVER, provided 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, (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 ); upon completion of such purchasepurchase (or payment of the Construction Failure Payment, as the case may be), 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 (including the obligation and all obligations hereunder with respect to make further payments of Basic Rent) 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 the such date of such purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the affected such Leased Property pursuant to this SECTION 11.2Section 10.2, all Awards received by the Lessor, after deducting any reasonable and documented ------------ 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 Leased Property during the related Lease Term shall be promptly paid to the related 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 (ai) which constitutes a taking --------------- Condemnation of title to any all of, or substantially all of, the Leased Property Property, or (bii) (iA) which would otherwise constitute a Condemnation, (iiB) which, in the good-good faith judgment of the Lessee, renders restoration and rebuilding of such the Leased Property impossibleimpossible or impractical, impractical or uneconomical requires repairs to the Leased Property that would cost in excess of fifty percent (50%) of the original cost of the Leased Property, and (iiiC) as to which the Lessee, within thirty sixty (3060) 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, event and of such judgment and of the date (or the Lessee's best estimate thereof) on which the Lessee shall be required to relinquish possession of the affected Leased Property (or the affected portion thereof)judgment, shall constitute an "Event of Taking". In the case of any other --------------- event which constitutes a Condemnation, the Lessee shall restore and rebuild the affected Leased Property pursuant to SECTION 11.4 hereofSection 10.4. If an Event of Taking shall ------------ occur, the Lessee shall pay to the Issuer for the account of the Lessor (i1) on the later of (A) the thirtieth (30th) day and (B) the next Facility Rent Payment Date following the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (ai) above, or (2) on the later of (A) the thirtieth (30th) day and (B) the next Payment Date following delivery of the second preceding sentence or Officer's Certificate pursuant to clause (ii) on the Facility Rent Payment Date next preceding the date on which the Lessee is required to relinquish possession of the Leased Property (or the affected portion thereof)above, in the case of an Event of Taking described in CLAUSE clause (bii) of the second preceding sentence, in addition to all Basic Rent and Supplemental Rent otherwise due on such dateabove, an amount equal to the Lease Balance applicable to the Leased PropertyBalance. Upon the IssuerLessor's receipt of such amount the Lease Balance on such date, the Lessor shall cause the Lessor's interest in the affected Leased Property to be conveyed to the Lessee in accordance with and subject to the provisions of SECTION 15.5 Section 14.5 hereof ------------ ("Purchase Procedure") hereof; PROVIDED, HOWEVER, provided 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, (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 ); 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 the Leased Property (including and all obligations hereunder with respect to the obligation to make further payments of Basic Rent) 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 the such date of such purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the affected Leased Property pursuant to this SECTION 11.2Section 10.2, all Awards received by the Lessor, after ------------ deducting any reasonable and documented costs incurred by the Lessor in collecting such Awards, received or payable on account of an Event of Taking with respect to the Leased Property during the Lease Term shall be 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 (ai) which constitutes a taking --------------- Condemnation of title to any all of, or substantially all of, the Leased Property Property, or (bii) (iA) which would otherwise constitute a the Condemnation, (iiB) which, in the good-good- faith judgment of the Lessee, renders restoration and rebuilding of such the Leased Property impossible, impractical or uneconomical uneconomical, and (iiiC) as to which the Lessee, within thirty sixty (3060) 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, event and of such judgment and of the date (or the Lessee's best estimate thereof) on which the Lessee shall be required to relinquish possession of the affected Leased Property (or the affected portion thereof)judgment, shall constitute an "Event of Taking". In the case of any other event which --------------- constitutes a Condemnation, the Lessee shall restore and rebuild the affected Leased Property pursuant to SECTION 11.4 hereofSection 10.4. If an Event of Taking shall occur, the Lessee shall pay ------------ to the Issuer for the account of the Lessor Lessor (i1) on the next Facility Rent Payment Date following occurring not less than ninety (90) days after the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (ai) above, or (2) on the next Payment Date occurring not ---------- less than ninety (90) days after delivery of the second preceding sentence or Officer's Certificate pursuant to clause (ii) on the Facility Rent Payment Date next preceding the date on which the Lessee is required to relinquish possession of the Leased Property (or the affected portion thereof)above, in the case of an Event of Taking described in CLAUSE clause (bii) of the second preceding sentence, in addition to all Basic Rent and Supplemental Rent otherwise due on such date----------- ----------- above, an amount equal to the Lease Balance applicable to the Leased PropertyBalance. Upon the IssuerLessor's receipt of such amount Lease Balance on such date, the Lessor shall cause the Lessor's interest in the affected Leased Property to be conveyed to the Lessee in accordance with and subject to the provisions of SECTION 15.5 Section 14.5 hereof ("Purchase Procedure") hereof; PROVIDED, HOWEVER, provided 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, (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 ); 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 (including the obligation to make further payments of Basic Rent) hereunder 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 the such date of such purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the affected Leased Property pursuant to this SECTION 11.2Section 10.2, all Awards received by the Lessor, after deducting any reasonable and documented ------------ costs incurred by the Lessor in collecting such Awards, received or payable on account of an Event of Taking with respect to the Leased Property during the related Lease Term shall be 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 occurring during the Base Lease Term subsequent to the Completion Date (ai) which constitutes a taking Condemnation of title to any all of, or substantially all of, the Leased Property Property, or (bii) (iA) which would otherwise constitute a Condemnation, (iiB) which, in the good-faith judgment of the Lessee, renders restoration and rebuilding of such the Leased Property impossibleimpossible or impractical, impractical or uneconomical requires repairs to a Leased Property that would cost in excess of 50% of the original cost of the Leased Property, and (iiiC) as to which the Lessee, within thirty sixty (3060) days after the occurrence of such event, delivers to the Lessor and the Issuer an Officer's ’s Certificate notifying the Lessor and the Issuer of such event, of such judgment and of the date (or Lessee’s decision not to restore and rebuild the Lessee's best estimate thereof) on which the Lessee shall be required to relinquish possession of the affected Leased Property (or the affected portion thereof)Property, shall constitute an "“Event of Taking"”. In the case of any other event which constitutes a Condemnation, the Lessee shall restore and rebuild the affected Leased Property pursuant to SECTION 11.4 hereofSection 10.4. If an Event of Taking shall occur, the Lessee shall pay to the Issuer for the account of the Lessor (i) Agent on the next Facility Rent earlier of (A) the date that the Award related to such Condemnation is paid and (B) the first Payment Date following occurring more than ninety (90) days after the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (ai) above or the delivery of the second preceding sentence or Officer’s Certificate pursuant to clause (ii) on the Facility Rent Payment Date next preceding the date on which the Lessee is required to relinquish possession of the Leased Property (or the affected portion thereof)above, in the case of an Event of Taking described in CLAUSE clause (bii) of the second preceding sentence, in addition to all Basic Rent and Supplemental Rent otherwise due on such dateabove, an amount equal to the Lease Balance applicable to the Leased PropertyBalance. Upon the Issuer's Agent’s receipt of such amount the Lease Balance on such date, the Lessor shall cause the Lessor's ’s interest in the affected Leased Property to be conveyed to the Lessee in accordance with and subject to the provisions of SECTION 15.5 Section 14.5 hereof ("Purchase Procedure") hereof; PROVIDED, HOWEVER, provided 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, (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 ); 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 (including the obligation to make further payments of Basic Rent) hereunder 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 the such date of such purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the affected Leased Property pursuant to this SECTION 11.2Section 10.2, all Awards received by Lessor or the LessorAgent, after deducting any reasonable and documented out-of-pocket costs incurred by Lessor or the Lessor Agent in collecting such Awards, received or payable on account of an Event of Taking with respect to the Leased Property during the 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 (ai) which constitutes a taking --------------- Condemnation of title to any all of, or substantially all of, a Leased Property Property, or (bii) (iA) which would otherwise constitute a Condemnation, and (iiB) which, in the good-good- faith judgment of the related Lessee, (A) requires repairs to the related Leased Property that would cost in excess of 50% of the original cost of such Leased Property or (B) renders restoration and rebuilding of the related Leased Property impossible or impractical, and with respect to which such Lessee has determined not to repair and restore such Leased Property impossible, impractical (it being understood that the Lessee shall have -- ----- ---------- the option to either purchase the affected Leased Property or uneconomical repair and restore the affected Leased Property) shall constitute an "Event of Taking". Within --------------- sixty (iii) as to which the Lessee, within thirty (3060) days after the occurrence of such event, delivers the related Lessee shall deliver to the Lessor and the Issuer an Officer's Certificate notifying the Lessor and the Issuer of such event, event and of such judgment and of the date (or the Lessee's best estimate thereof) on which the Lessee shall be required decision not to relinquish possession of the affected Leased Property (or the affected portion thereof), shall constitute an "Event of Taking"repair 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 purchase the affected Leased Property pursuant to SECTION 11.4 hereof. If an Event of Taking shall occur, the Lessee shall pay to the Issuer for the account of the Lessor (i) Section 14.1 on the earlier of (A) the Lease Termination Date and ------------ (B) the next Facility Rent Payment Date following occurring not less than sixty (60) days after the occurrence of such Event of Taking, in the case of an Event of Taking described in clause (ai) above, or (2) on the earlier of (A) the Lease Termination Date and ---------- (B) the next Payment Date occurring not less than 60 days after the delivery of the Officer's Certificate pursuant to the second preceding sentence or (ii) on the Facility Rent Payment Date next preceding the date on which the Lessee is required to relinquish possession of the Leased Property (or the affected portion thereof)sentence, in the case of an Event of Taking described in CLAUSE clause (bii) of the second preceding sentence, in addition to all Basic Rent and Supplemental Rent otherwise due on such dateabove, an amount equal to the Lease Balance applicable ----------- 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. Upon Property Balance as the Issuer's receipt of purchase price for such amount on such date, Leased Property (in which case the Lessor shall cause retain the Lessor's interest in such Leased Property, subject to the affected provisions of Section 5.7 of the Construction Agency Agreement with respect to remarketing). 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 the related Lessee in accordance with and subject to the provisions of SECTION 15.5 Section 14.5 hereof ("Purchase Procedure") hereof; PROVIDED, HOWEVER, provided 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, (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 ); upon completion of such purchasepurchase (or payment of the Construction Failure Payment, as the case may be), 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 (including the obligation and all obligations hereunder with respect to make further payments of Basic Rent) 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 the such date of such purchase, or which are expressly stated herein to survive termination of this Lease. Upon the consummation of the purchase of the affected such Leased Property pursuant to this SECTION 11.2Section 10.2, all Awards received by the Lessor, after deducting any reasonable and documented ------------ 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 Leased Property during the related Lease Term shall be promptly paid to the related 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.