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200905358
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7/1/2009 4:39:34 PM
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7/1/2009 4:34:50 PM
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DEEDS
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200905358
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2009o535s <br />explosians; breakage or accident to machinery, transmission pipes or canals; or any other cause <br />or event not reasonably within the control of Lessee and not resulting from its negligence. <br />Lessee agrees, however, to remedy with all reasonable dispatch the cause or causes preventing <br />Lessee from carrying out its obligations under this Lease; provided that the settlement of strikes, <br />lockouts and other labor disturbances shall be entirely within the discretion of Lessee and Lessee <br />shall not be required to make settlement of strikes, lockouts and other labor disturbances by <br />acceding to the demands of the opposing party or parties when such course is in the judgment of <br />Lessee unfavorable to Lessee. <br />Section 12.2. Remedies on Default. Whenever any event of default referred to in <br />Section 12.1 hereof shall have happened and be continuing with respect to the Project, Lessor <br />shall have the right, at its option and without any further demand or notice, to take one or any <br />combination of the following remedial steps: <br />(i) Lessor, with or without terminating this Lease, may declare all Rental <br />Payments due or to become due during the Fiscal Year in effect when the default <br />occurs to be immediately due and payable by Lessee, whereupon such Rental <br />Payments shall be immediately due and payable. <br />(ii) Lessor, with or without terminating this Lease, may repossess the <br />Project by giving Lessee written notice to surrender the Project to Lessor for the <br />remaining term of the Ground Lease, whereupon Lessee shall do so in the manner <br />provided in Section 12.3. 1f the Project or any portion of it has been destroyed or <br />damaged beyond repair, Lessee shall pay the applicable Purchase Option Price of <br />the Project, as set forth in Exhibit B (less credit for Net Proceeds), to Lessor. <br />Notwithstanding the fact that Lessor has taken possession of the Project, Lessee <br />shall continue to be responsible for the Rental Payments due during the Fiscal <br />Year then in effect. If this Lease has not been terminated, Lessor shall return <br />possession of the Project to Lessee at Lessee's expense when the event of default <br />is cured. <br />(iii) If Lessor terminates this Lease and takes possession of the Project, <br />Lessor shall thereafter use its best efforts to sell or lease its interest in the Project <br />ar any portion thereof in a commercially reasonable manner in accordance with <br />applicable State laws. Lessor shall apply the proceeds of such sale ar lease to pay <br />the following items in the fallowing order: (a) all costs incurred in securing <br />possession of the Project; (b) all expenses incurred in completing the sale or lease; <br />(c) the applicable Purchase Option Price of the Project; and (d) the balance of any <br />Rental Payments owed by Lessee during the Fiscal Year then in effect. Any sale <br />proceeds remaining after the requirements of Clauses (a), (b), (c) and (d) have <br />been shall be the property of Lessee. <br />(iv) If the proceeds of sale or lease of the Project are not sufficient to pay <br />the balance of any Rental Payments owed by Lessee during the Fiscal Year then <br />in effect, Lessor may take any other remedy available at law or in equity to <br />23 <br />
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