March 19, 1993

                  UNITED STATES COURT OF APPEALS
                      For The First Circuit
                                             

No. 92-2104

                 EDWARD McANDREWS, AS TRUSTEE OF
                      IYANOUGH REALTY TRUST,

                      Plaintiff, Appellant,

                                v.

            FLEET BANK OF MASSACHUSETTS, N.A., ET AL.,

                      Defendants, Appellees.

                                             

           APPEAL FROM THE UNITED STATES DISTRICT COURT

                FOR THE DISTRICT OF MASSACHUSETTS

           [Hon. Joseph L. Tauro, U.S. District Judge]
                                                     

                                             

                              Before

                      Selya, Circuit Judge,
                                          

                 Campbell, Senior Circuit Judge,
                                               

                     and Cyr, Circuit Judge.
                                           

                                             

     Edward  R.  Wiest, with  whom Edward  D. Tarlow  and Tarlow,
                                                                 
Breed, Hart, Murphy &amp; Rodgers, P.C. were on brief, for appellant.
                                   
     Leonard  G. Learner and Hutchins, Wheeler &amp; Dittmar, P.C. on
                                                              
brief for appellee Fleet Bank of Massachusetts, N.A.
     S.  Alyssa  Roberts,  Attorney,  with whom  Ann  S.  DuRoss,
                                                                
Assistant General  Counsel, and Richard J.  Osterman, Jr., Senior
                                                         
Counsel, were  on brief,  for appellee Federal  Deposit Insurance
Corporation.

                                             

                          March 19, 1993

                                             

          SELYA, Circuit Judge.  A property owner appeals from  a
          SELYA, Circuit Judge.
                              

ruling that keeps intact a  bank's lease notwithstanding both the

bank's failure  and a clause  in the lease  ostensibly permitting

the  landlord to opt out  upon the tenant's  insolvency.  Because

enforcing  the  lease  despite   the  termination-upon-insolvency

clause comports with the provisions of the Financial Institutions

Reform, Recovery, and Enforcement  Act of 1989 (FIRREA),  Pub. L.

No. 101-73,  103  Stat. 183  (codified  as amended  in  scattered

sections of 12 U.S.C.),  and because such enforcement constitutes

neither a  retroactive application  of the newly  enacted statute

nor an unconstitutional taking of appellant's property, we affirm

the judgment below.

I.  BACKGROUND

          In  1986, plaintiff-appellant Edward  McAndrews, in his

capacity as  trustee of the Iyanough Realty Trust, purchased real

estate situated at 375 Iyanough Road, Hyannis, Massachusetts (the

Hyannis property).  At the time, the premises were under lease to

Merchants Bank  &amp; Trust Company of Cape Cod.  The lease, executed

in  1969,  provided for  a 20-year  term  with a  20-year renewal

option.  After appellant acquired  the Hyannis property, the Bank

of New  England (BNE) merged  with Merchants Bank  and seasonably

exercised the option.

          Subsequently, Congress enacted FIRREA, thus providing a

mechanism to deal with  financially distressed banks in a  manner

that  preserves  their  going  concern  value  and  enhances  the

prospects  of  orderly  administration  during   troubled  times.

                                2

FIRREA includes

a provision  allowing the  Federal Deposit  Insurance Corporation

(FDIC), as receiver, to enforce contracts previously entered into

by failed banks  notwithstanding contractual provisions  designed

to  guard  against exactly  that eventuality.    See 12  U.S.C.  
                                                    

1821(e)(12)(A) (Supp.  III 1991).1   This section  has particular

pertinence  in  the present  situation  since  the Hyannis  lease

contains a  termination-upon-insolvency  clause (which  we  shall

call  an ipso facto clause) permitting the lessor to abrogate the
                   

lease if any regulatory  authority, such as the FDIC,  takes over

the tenant bank.2

          FIRREA  was effective  on  the date  of its  enactment,

viz.,  August 9, 1989.  See Demars  v. First Serv. Bank for Sav.,
                                                                

                    

     1The statute provides  in relevant part  that the FDIC,  qua
                                                                 
receiver,

          may enforce  any contract . .  . entered into
          by the depository institution notwithstanding
          any  provision of the  contract providing for
          termination,   default,   acceleration,    or
          exercise of rights upon, or solely  by reason
          of,  insolvency  or  the  appointment   of  a
          conservator or receiver.

12 U.S.C.   1821(e)(12)(A).

     2The ipso facto  clause is  embodied in section  6.1 of  the
                    
lease.  It states:

          If . . .  the Lessee is closed or  taken over
          by the banking authority of  the Commonwealth
          of  Massachusetts  or other  bank supervisory
          authority,  .  . .  the  Lessor  lawfully may
          immediately or  at  any time  thereafter  and
          without  demand or  notice,  enter  upon  the
          premises or  any part thereof in  the name of
          the whole, and  repossess the same . .  . and
          expel the Lessee . . . .

                                3

907  F.2d  1237,  1238-39  (1st  Cir.  1990).    Seventeen months

thereafter,  BNE failed.  The  FDIC was appointed  as receiver on

January  6, 1991.   It organized a so-called  bridge bank, see 12
                                                              

U.S.C.   1821(n)(1)(A) (Supp. III 1991), named it New Bank of New

England  (NBNE),  and  assigned  the leasehold  interest  in  the

Hyannis property to it.  See 12 U.S.C.   1821(n)(3)(A) (Supp. III
                            

1991).  When appellant, relying on the lease's terms, served NBNE

with a notice to quit, the bank stood fast, asserting that FIRREA

rendered the ipso facto clause unenforceable.
                       

          Appellant  then  sought  a  declaration  of  rights  in

federal  district court, naming NBNE and FDIC as defendants.3  He

argued  that section  1821(e)(12)(A)  should only  be applied  to

leases executed  after FIRREA's  effective date.   In appellant's

view, applying the statute to  a preexisting lease containing  an

ipso  facto clause  effectively nullifies  the clause,  therefore
           

constituting an improper retroactive  application of the statute;

and, moreover, effects a taking without compensation in violation

of the Fifth Amendment.

          The  district court  rejected these  twin asseverations

and granted summary judgment in defendants' favor.  See McAndrews
                                                                 

v.  New Bank  of New  England, 796  F. Supp.  613, 616  (D. Mass.
                             

1992).  McAndrews appeals.

II.  RETROACTIVE APPLICATION

          It  is a  settled  rule that  courts  should not  apply

                    

     3In July 1991, Fleet  Bank of Massachusetts purchased NBNE's
leasehold interest in  the Hyannis property.  Fleet  has replaced
NBNE as a defendant and appellee.

                                4

statutes retroactively  when doing so would  significantly impair

existing  substantive  rights  and,  thus,  disappoint legitimate

expectations.   See, e.g., Bradley v. Richmond Sch. Bd., 416 U.S.
                                                       

696,  711 (1974); FDIC v.  Longley I Realty  Trust,     F.2d    ,
                                                  

    (1st Cir.  1993) [No. 92-1770, slip op. at  5]; C.E.K. Indus.
                                                                 

Mechanical  Contractors, Inc. v. NLRB, 921 F.2d 350, 358 n.7 (1st
                                     

Cir. 1990); cf.  American Trucking  Ass'ns v. Smith,  110 S.  Ct.
                                                   

2323, 2338 (1990) (explaining retroactivity principles in respect

to judge-made law).   In the instant case, appellant  posits that

applying  section  1821(e)(12)(A) to  trump a  preexisting escape

clause  must be  considered a  retroactive application  of FIRREA

and, as such, improper.  We do not agree.

          The determination of whether a statute's application in

a particular situation is prospective or retroactive depends upon

whether  the  conduct  that   allegedly  triggers  the  statute's

application  occurs before  or  after the  law's effective  date.

Hence, a statute's application is usually deemed prospective when

it implicates conduct  occurring on or after  the effective date.

See Cox v. Hart, 260 U.S. 427, 434-35 (1922); EPA  v. New Orleans
                                                                 

Pub. Serv., Inc.,  826 F.2d 361,  365 (5th Cir.  1987); see  also
                                                                 

Allied  Corp. v.  Acme  Solvents Reclaiming,  Inc., 691  F. Supp.
                                                  

1100, 1110 (N.D. Ill.  1988); King v. Mordowanec, 46  F.R.D. 474,
                                                

482 (D.R.I.  1969).   Even when the  later-occurring circumstance

depends upon the existence of a prior fact, that interdependence,

without  more,  will  not  transform  an   otherwise  prospective

application  into a retroactive one.  See New York Cent. &amp; Hudson
                                                                 

                                5

River  R.R. Co. v.  United States (No.  2), 212 U.S.  500, 505-06
                                          

(1909) (holding that a  statute prohibiting rebates could validly

be applied to a rebate  paid after the act's effective date  with

respect to property transported before the act's effective date);

Gonsalves v. Flynn, 981  F.2d 45, 48-49 (1st Cir.  1992) (holding
                  

that an  amendment to a tolling  provision operates prospectively

when it bars a suit filed after its enactment, even  if the claim

accrued  before the law changed).  Phrased another way, a statute

does  not operate  retroactively simply  because its  application

requires some reference to  antecedent facts.  See Cox,  260 U.S.
                                                      

at 435; see also New Orleans Pub. Serv., 826 F.2d at 365 ("A  law
                                       

is  not   made  retroactive   because  it  alters   the  existing

classification of a thing.").

          This  means, of course,  that a statute  may modify the

legal  effect   of  a  present  status  or  alter  a  preexisting

relationship without running up against the retroactivity hurdle.

The key lies in how the law interacts with the facts.  So long as

a neoteric law determines status solely for the purpose of future

matters, its application is deemed prospective.  See New  Orleans
                                                                 

Pub. Serv., 826 F.2d at 365.
          

          Employing  these first  principles,  FIRREA's reach  in

this  case  cannot  be  deemed  retroactive.    Signing  a  lease

containing  an  ipso  facto  clause does  not  in  itself unleash
                           

section  1821(e)(12)(A).   Only  subsequent events  can pull  the

trigger.  Here, for example, FIRREA was brought into play through

a  collocation of  circumstances,  all occurring  well after  the

                                6

law's  effective  date:    the tenant's  insolvency,  the  FDIC's

appointment as  receiver, and  the landlord's attempt  to utilize

the lease's escape hatch.   It follows that, because  the conduct

triggering the statute's application occurred long after FIRREA's

enactment, using section 1821(e) to  trump the ipso facto  clause
                                                         

constitutes a prospective use  of the statute regardless of  when

the lease was executed.4   Any other result would  twist FIRREA's

structure,  do violence  to  its clear  language, and  needlessly

frustrate Congress's  intent to  "deal expeditiously  with failed

financial  institutions."   H.R.  Conf. Rep.  No. 101-222,  101st

Cong.,  1st Sess.  (1989),  reprinted in  1989 U.S.C.C.A.N.  432.
                                        

After all, if courts were to construe FIRREA so as to shield from

its  grasp  all  claims  arising  from  contracts  formed  before

FIRREA's enactment, Congress's efforts to protect the public from

existing and anticipated bank failures would be hamstrung.

                    

     4In  attempting  to  buttress  its claim  of  retroactivity,
appellant relies on  United States v.  Security Indus. Bank,  459
                                                           
U.S. 70 (1982),  and Hodel v. Irving, 481 U.S.  704 (1987).  Both
                                    
cases  are  inapposite.  Security Bank stands for the proposition
                                      
that  an  attempted  invalidation  of liens  perfected  prior  to
passage of  the Bankruptcy  Reform Act constituted  a retroactive
application of the Act.  459 U.S. at 78-79.  That situation would
be analogous to, say,  an FDIC attempt to undo  a landlord's pre-
FIRREA eviction  of an  insolvent bank tenant.   That is  not the
case at bar.
          Hodel   involved   a    statute   forbidding    certain
               
testamentary  transfers.   As  applied, the  statute operated  to
extinguish devises  originating with  individuals who  died after
the act's effective date.   See 481 U.S. at 709.   Significantly,
                               
the question of whether,  as a matter of statutory  construction,
the  act  must  be  deemed   to  operate  retroactively  when  it
implicates wills drawn before the effective date was a non-issue.
Rather,  the court  examined whether  the property  regulation as
applied constituted  an unconstitutional taking  under the  Fifth
Amendment.  See id. at 713-18.
                   

                                7

          Our conclusion that the district court's use of section

1821(e) did not constitute a retroactive application is fortified

by three  other  pieces of  supporting data.   The  first is  the

opinion in Hawke Assocs. v. City Fed. Sav. Bank, 787 F. Supp. 423
                                               

(D.N.J. 1991).  To all intents and purposes, Hawke is squarely on
                                                  

point.  There, the court applied section 1821(e)(12)(A) to render

unenforceable a lease  termination clause similar  to the one  at

issue  here.   See id.  at 426-27.   While  the parties  in Hawke
                                                                 

signed the lease nearly two  years before FIRREA's enactment, the

tenant  entered  receivership  four  months after  the  statute's

effective date.5  See id. at 424.
                         

          Second,  we  find  instructive the  caselaw  construing

section  365(e)(1) of the Bankruptcy  Code, 11 U.S.C.   365(e)(1)

(1988).   Courts  have consistently  held  that section  365,  an

enactment   which  renders   termination-upon-insolvency  clauses

unenforceable  in bankruptcy,  applies  to  leases predating  the

Code.   See, e.g., Matter  of Triangle Lab., Inc.,  663 F.2d 463,
                                                 

467 (3d Cir. 1981) (observing that   365(e)(1) controls "leases .

.  . executed prior to the effective  date of the Code" when "the
                   

event which trigger[s] the bankruptcy termination clause occur[s]

after the effective  date of  the Code"); In  Re Sapolin  Paints,
                                                                 

                    

     5There are other  decisions to  like effect.   In Longley  I
                                                                 
Realty Trust,     F.2d at     [slip op. at 8], this court applied
            
a FIRREA provision codified  at 12 U.S.C.   1823(e) to nullify an
alleged  oral agreement  originating before  the  Act's effective
date. In RTC v.  Southern Union Co., No. MO-91-CA-120  (W.D. Tex.
                                   
July  7, 1992),  the  Resolution  Trust Corporation  successfully
invoked,  inter   alia,  section  1821(e)(12)(A)   to  enforce  a
                      
repurchase agreement that predated FIRREA.

                                8

Inc.,  5 B.R.  412, 414-17 (Bankr.  E.D.N.Y. 1980)  (nullifying a
    

termination-upon-bankruptcy clause  in a lease that  predated the

Code  where the  lessee's  insolvency occurred  after the  Code's

effective date).  We think the analogy between the concinnous use

of Code section 365(e)(1) and  FIRREA section 1821(e)(1)(A) is  a

powerful one.

          Third,  we take  some modest  comfort in  the awareness

that  a variety  of FIRREA  provisions,  albeit provisions  of an

essentially procedural  nature, have  been held to  affect claims

arising  out   of  contracts  entered  into   prior  to  FIRREA's

enactment.    See,  e.g.,  Demars, 907  F.2d  at  1239  (applying
                                 

FIRREA's grant  of federal jurisdiction  to cases pending  at the

time of enactment); In Re Resolution Trust Corp., 888 F.2d 57, 58
                                                

(8th Cir. 1989) (same);  Triland Holdings &amp; Co. v.  Sunbelt Serv.
                                                                 

Corp.,  884 F.2d 205, 207 (5th Cir. 1989) (same); see also United
                                                                 

Bank v. First  Republic Bank Waco, 758 F. Supp.  1166, 1168 (W.D.
                                 

Tex. 1991) (applying  FIRREA's administrative  claims process  to

cases pending on FIRREA's effective date).

          For  these reasons,  we  reject  appellant's  principal

assignment of error, concluding  that, by construing section 1821

to trump the lease's preexisting ipso facto clause,  the district
                                           

court  carried  out  a  proper  prospective  application  of  the

statute.

III.  THE TAKINGS CLAUSE

          We  move  now to  appellant's  fallback  position.   He

asserts that applying FIRREA to thwart a preexisting termination-

                                9

upon-insolvency clause  violates the  Fifth Amendment.6   On this

point, appellant argues that his inability to abort the lease and

repossess the property notwithstanding the  tenant bank's failure

destroys  his  right  to the  use  and  enjoyment  of the  leased

premises,  thereby effecting  an unconstitutional  taking without

compensation analogous to  those arising from  various proscribed

physical invasions.  See,  e.g., Lucas v. South  Carolina Coastal
                                                                 

Council,  112 S. Ct.  2886, 2893 (1992);  Loretto v. Teleprompter
                                                                 

Manhattan CATV Corp., 458 U.S. 419, 435-38 (1982).  We  test this
                    

proposition.

          The concept  of a  "taking" within  the meaning  of the

Fifth Amendment defies precise  definition.7  Indeed, the Supreme

Court  has  "eschewed the  development  of any  set  formula" for

determining   which   property-right   infringements   constitute

compensable  takings,   relying  "instead  on  ad   hoc,  factual

inquiries  into  the  circumstances  of  each  particular  case."

                    

     6The Fifth Amendment states in part that:

               No  person shall  . .  . be  deprived of
          life,  liberty,  or  property,   without  due
          process of law; nor shall private property be
          taken   for   public   use,    without   just
          compensation.

U.S. Const. amend. V.

     7Withal, the court has identified two discrete categories of
regulatory   takings  that,  if  left  uncompensated,  constitute
unconstitutional takings per se.  These categories, which need no
                               
"case-specific  inquiry into  the  public  interest  advanced  in
support of  the restraint," are (1)  permanent physical invasions
and (2) regulations which  "den[y] all economically beneficial or
productive use  of  land."   Lucas,  112 S.  Ct.  at 2893.    The
                                  
restriction at issue in this case falls into neither category.

                                10

Connolly  v. Pension  Benefit  Guar.  Corp.,  475 U.S.  211,  224
                                           

(1986).   Three factors that  rank paramount in  this inquiry are

(1) the regulation's "economic impact" on the property owner, (2)

the  extent to  which  the regulation  interferes with  "distinct

investment-backed expectations,"  and (3) the  "character" of the

interference, that  is, whether  the governmental action  is more

akin to a  physical invasion  or to a  necessary readjustment  of

economic benefits and  burdens.   Penn Cent. Transp.  Co. v.  New
                                                                 

York City, 438 U.S. 104, 124 (1978); accord Connolly, 475 U.S. at
                                                    

225; Ruckelshaus  v. Monsanto  Co.,  467 U.S.  986, 1005  (1984).
                                  

This trichotomous  test compels  the conclusion that  the alleged

infringement here in no way constitutes a compensable taking.

          We first  assess the  severity of the  economic impact.

The  hallmark of an  unconstitutional taking  is, of  course, the

denial  of the  "economically viable  use of [an  owner's] land."

Agins v. City  of Tiburon, 447  U.S. 255, 260  (1980).  Thus,  an
                         

infringement  that  leaves virtually  the  whole  of the  owner's

possessory  rights intact  does not  constitute a  taking.   See,
                                                                

e.g.,  Penn Cent.,  438  U.S.  at  130-31;  Gilbert  v.  City  of
                                                                 

Cambridge, 932 F.2d 51, 56 (1st Cir.) (rejecting takings argument
         

where  the regulation  in question  "preserve[d]  an economically

viable  property use to landlords"), cert. denied, 112 S. Ct. 192
                                                 

(1991).   Put  another  way, "where  an  owner possesses  a  full

`bundle' of property rights,  the destruction of one `strand'  of

the bundle is not a taking, because the  aggregate must be viewed

in its entirety."  Andrus v. Allard, 444 U.S. 51, 65-66 (1979).
                                   

                                11

          The   economic   regulation   involved  here   deprives

appellant  only  of his  right to  terminate  the lease  upon the

FDIC's appointment  as  receiver.    He still  enjoys  all  other

common-law rights particular to  lessors; all other provisions in

the lease, including those that allow appellant  to terminate the

lease for, say,  breach of the agreement to pay  rent in a timely

fashion or breach  of the  covenant to maintain  the premises  in

good  order, remain in  full force.   FIRREA's application, then,

can  hardly be  said to  deprive appellant  of anything  remotely

resembling his entire bundle of rights.

          What is  more, the present tenant,  as FDIC's assignee,

is not  a free rider.   It  must use  the premises  only for  the

purposes permitted in  the lease, abide by the lease's covenants,

and  pay the rent and  other emoluments stipulated  in the lease.

Thus,  the  only  economic harm  that  befalls  appellant  from a

frustration  of the  ipso facto  clause is  whatever anticipatory
                               

harm  may stem from his  lost opportunity to  re-rent the Hyannis

property at a  potentially more  lucrative rate.   Such a  "loss"

does not weigh heavily in the constitutional balance.  See id. at
                                                              

66  (observing  that  "the  interest  in  anticipated  gains  has

traditionally been viewed as less compelling than other property-

related  interests").    In   the  circumstances  of  this  case,

extinguishing  appellant's  preexisting  right  to  terminate the

lease  upon the  bank  tenant's failure  creates  only a  minimal

impairment of appellant's overall rights in the Hyannis property.

          The second significant factor in determining whether  a

                                12

regulation constitutes  a Fifth  Amendment taking  implicates the

extent  of the interference  with investment-backed expectations.

The  inquiry  into  this  factor further  undermines  appellant's

position.

          Although  prudent landlords pepper leases with a myriad

of provisions designed to guard against worst-case contingencies,

landlords  nevertheless lease  property in  the expectation  that

they  will receive  the agreed-upon  rent, not  in the  hope that

adverse  contingencies will  materialize  and  bring  contractual

safeguards  into  play.    Moreover,  considering  the  pervasive

regulation that has long characterized the banking industry, see,
                                                                

e.g.,  Fahey v. Mallonee, 332  U.S. 245, 250  (1947) ("Banking is
                        

one of  the  longest regulated  and  most closely  supervised  of

public callings."), no reasonable  landlord would anticipate that

every provision in a long-term bank  lease will remain unaffected

by subsequent changes in federal law.  Those who  deal with firms

in regulated industries must expect that their dealings will from

time  to time  be affected by  statutory and  regulatory changes.

See Connolly, 475 U.S. at 227.
            

          Given  that  the  reasonable  expectation  to  which  a

landlord  is entitled is an  uninterrupted stream of  rent at the

contract  rate, not  the future  exercise of  a termination-upon-

insolvency clause,  FIRREA cannot be viewed as interfering with a

vested property  interest, the usurpation of  which would require

compensation.  See Penn Cent., 438 U.S. at 124-25 (observing that
                             

                                13

government  actions, even  those which  "cause[] economic  harm,"

cannot be  considered takings  when they  do not  "interfere with

interests that  [are] sufficiently  bound up with  the reasonable

expectations of  the claimant to constitute  `property' for Fifth

Amendment  purposes").    In  the last  analysis,  FIRREA  leaves

appellant firmly in possession  of the essence of that  for which

he bargained:  a fixed rent for a fixed period.

          Turning to the third  factor, we do not think  that the

governmental action here at  issue resembles a physical invasion.

The government, through FIRREA, is  not appropriating appellant's

property for its  own use.   Rather,  it is  altering the  future

operation  of  landlords'  and tenants'  preexisting  contractual

rights in order to stem the disruption of banking services within

communities, lessen  the costs  of bank liquidation,  and restore

public confidence  in the  nation's banking  system.   In  short,

FIRREA's role here is  to reallocate economic pluses  and minuses

in what  we find to be  an apt illustration of  the aphorism that

"Congress  routinely  creates  burdens  for  some  that  directly

benefit others."   Connolly, 475 U.S.  at 223.  There  is nothing
                           

wrong  per se with such  expressions of legislative  will or with
             

the readjustments that they produce.

          In a nutshell, the character of the governmental action

strongly favors  the  appellees' position.   The  mere fact  that

future  obeisance to the newly enacted law might cause a property

owner, as  in this case, to  forgo an opportunity for  gain is no

more than a necessary  consequence of FIRREA's regulatory regime.

                                14

Hence, if there is  an invasion of a property right at all, it is

a  tiny invasion  of  a lambent  right,  arising "from  a  public

program that adjusts the benefits and burdens of economic life to

promote  the common  good," id.  at 225, and,  as such,  does not
                               

constitute a  taking.  See  id.; accord  Andrus, 444 U.S.  at 65;
                                               

Penn Cent., 438 U.S. at 124; Usery v. Turner  Elkhorn Mining Co.,
                                                                

428 U.S. 1,  15-16 (1976);  Pennsylvania Coal Co.  v. Mahon,  260
                                                           

U.S. 393, 413 (1922).

          We  need  go no  further.    Here, the  three  integers

composing the applicable  equation unanimously suggest  rejection

of appellant's Takings Clause argument.  We heed that counsel.

IV.  CONCLUSION

          To  recapitulate,  applying  section 1821(e)(12)(A)  to

trump the ipso facto clause in the Hyannis lease is a prospective
                    

application  of  FIRREA  and,  thus, lawful.    Furthermore,  the

resulting  impairment of  the landlord's  right to  terminate the

lease upon the tenant bank's failure does not infract the Takings

Clause.  The judgment of the district court must, therefore, be

Affirmed.
        

                                15
