Common use of Application of Net Proceeds Clause in Contracts

Application of Net Proceeds. Prior to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any events described in Section 8.1 hereof to be deposited in the Construction Fund and to be disbursed therefrom to pay or reimburse the Company for any Cost of the Project as provided in Article V of this Loan Agreement and the Indenture. Subsequent to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any such event described in Section 8.1 hereof to be deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall be paid directly to Company. All Net Proceeds from insurance shall be applied in one or more of the following ways as shall be elected by Company in a written notice of the Authorized Company Representative to Issuer and Trustee: (a) To the prompt repair, restoration, modification, or improvement of the Mortgaged Property by Company, and Issuer does hereby authorize and direct Trustee to make disbursements from such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt of a requisition acceptable to Trustee signed by an Authorized Company Representative stating with respect to each disbursement to be made: (1) the requisition number, (2) the name and address of the person, firm, or corporation to whom payment is due, (3) the amount to be disbursed, and (4) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund, and has not been the basis of any previous disbursement. Any balance of the Net Proceeds remaining after such work has been completed shall be transferred to the Bond Fund to be applied to the payment of principal of and premium, if any, and interest on the Bonds, or, if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan Agreement), any balance remaining in such separate trust fund shall be paid to Company. (b) To redemption of the Bonds on the next succeeding Interest Payment Date as specified in a written notice by the Authorized Company Representative to Trustee; provided, that no part of the Net Proceeds may be applied for such redemption unless (1) all of the Bonds are to be redeemed in accordance with the Indenture upon prepayment of the amounts payable hereunder or (2) in the event that less than all of the Bonds are to be redeemed, Company shall furnish to Issuer and Trustee a certificate of the Authorized Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property that was damaged or destroyed by such casualty is not essential to the use or possession of the Mortgaged Property by Company or (ii) the Mortgaged Property has been repaired, restored, modified, or improved to operate as designed.

Application of Net Proceeds. Prior to the Completion Date, Issuer, Trustee, and Company will cause the The Net Proceeds of any insurance proceeds or condemnation award resulting from any events described in Section 8.1 hereof to be deposited in the Construction Fund and to be disbursed therefrom to pay or reimburse the Company for any Cost of the Project as provided in Article V of this Loan Agreement and the Indenture. Subsequent to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any such event described in Section 8.1 6.1 hereof to shall be immediately deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall fund to be paid directly to Companyheld by the Trustee. All Net Proceeds from insurance so deposited shall be applied in one or more of the following ways as shall be elected by the Company in a written notice to the Trustee, which notice shall be received by the Trustee within 60 days after the receipt by the Company or the Trustee, as the case may be, of the Authorized Company Representative to Issuer and TrusteeNet Proceeds: (a) To the prompt repair, restoration, modification, modification or improvement of the Mortgaged Property by CompanyProject Facility, and the Issuer does hereby authorize has, in the Indenture, authorized and direct directed the Trustee to make disbursements from such separate trust fund for such purposes or to reimburse Company for costs paid purposes. Such disbursements shall be made by it in connection therewith the Trustee only upon receipt of a requisition acceptable to Trustee signed by an Authorized Company Representative stating with respect to each disbursement to be made: (1) the requisition number, (2) the name and address of the person, firm, or corporation to whom payment is due, (3) the amount to be disbursed, and (4) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund, and has not been the basis of any previous disbursementRequisitions therefor. Any balance of the Net Proceeds remaining after such work has been completed shall be transferred to into the Bond Fund to be applied to the payment in accordance with subsection (b) of principal of and premiumthis Section, if any, and interest on the Bonds, or, or if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan AgreementIndenture), any balance remaining in such separate trust fund shall be paid to Companyin accordance with Section 6.11 of the Indenture. (b) To the redemption at par of the Bonds Bonds, pro rata in proportion to their respective then outstanding principal balances, on the next succeeding Interest Payment Date earliest practicable redemption date as specified in a written notice by the Authorized Company Representative to the Trustee; provided, provided that no part of the such Net Proceeds may be applied for such redemption unless (1) all of the Bonds are to be redeemed in accordance with the Indenture upon prepayment termination of the amounts payable hereunder this Agreement pursuant to clauses (A) or (B) of Article X hereof or (2) in the event that less than all of the Bonds are to be redeemed, the Company shall furnish to Issuer and the Trustee a certificate of the Authorized a Company Representative acceptable to Issuer and Trustee stating that that (i) the property forming the part of the Mortgaged Property Project Facility that was damaged or destroyed by such casualty or was taken by such condemnation proceedings is not essential to the use use, operation or possession of the Mortgaged Property Project by the Company or (ii) the Mortgaged Property Project Facility has been repaired, restored, modified, modified or improved to operate as designed. (c) If the Company elects to repair, restore, modify or improve the Project Facility or pay the cost thereof and fails to do so diligently, the Issuer or the Trustee may (but shall be under no obligation to) do so on behalf of the Company and recover the reasonable costs thereof from the Company, less the amount, if any, collected from Net Proceeds on account of such costs. No such payment by the Trustee or the Issuer shall affect or impair any rights of the Issuer hereunder or of the Trustee or the Owners under the Indenture arising as a result of such failure by the Company. (d) If the Company fails to give the notice required under subsection (a) of this Section within the specified time period, the Issuer or the Trustee, upon notice to the other and to the Company, may direct the Company to take either of the actions therein described and the Company shall be obligated to take such action.

Application of Net Proceeds. Prior The Borrower shall be entitled to the Completion DateNet Proceeds, Issuerif any, Trustee, and Company will cause the Net Proceeds of any insurance or condemnation awards resulting from any events described in Section 8.1 hereof to be deposited in the Construction Fund and to be disbursed therefrom to pay damage, destruction or reimburse the Company for any Cost condemnation of the Project as provided in Article V of this Loan Agreement and the Indenture. Subsequent to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds of or any insurance resulting from any such event described in Section 8.1 hereof to be deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall be paid directly to Companyportion thereof. All Net Proceeds from insurance shall be applied deposited by the Borrower in an escrow account and shall be applied, with the consent of the Bank and by written notice to the Authority and the Trustee, in one or more of the following ways as shall be elected by Company in a written notice at the election of the Authorized Company Representative to Issuer and TrusteeBorrower: (a) To the The prompt repair, restoration, modificationrelocation, modification or improvement of the Mortgaged Property by Company, and Issuer does hereby authorize and direct Trustee to make disbursements from such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt stage of a requisition acceptable to Trustee signed by an Authorized Company Representative stating with respect to each disbursement to be made: (1) the requisition number, (2) the name and address completion of construction of the persondamaged, firm, destroyed or corporation condemned portion of the Project to whom payment is due, (3) enable such portion of the amount Project to be disbursed, and (4) that each obligation mentioned therein has been properly incurred, is a proper charge against accomplish at least the separate trust fund, and has not been same function as such portion of the basis Project was designed to accomplish prior to such damage or destruction or exercise of any previous disbursementsuch power of eminent domain. Any balance of the Net Proceeds remaining after such work has been completed shall be transferred to deposited in the Bond Revenue Fund to be applied to the payment of principal of and premium, if any, and interest on the Bonds, or, if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan AgreementIndenture), any balance remaining in such separate trust fund the Revenue Fund shall be paid to Companyas provided in Section 10.01 of the Indenture. (b) To Prepayment of all or a portion of the amounts payable hereunder, in accordance with Article VIII hereof, and redemption of the Bonds on the next succeeding Interest Payment Date as specified in a written notice by the Authorized Company Representative to TrusteeBonds; provided, provided that no part of the Net Proceeds may be applied for such redemption purpose unless (1) all of the amounts payable under this Agreement are so prepaid and all Outstanding Bonds are to be redeemed in accordance with the Indenture upon prepayment of the amounts payable hereunder Indenture, or (2) in the event that less than all of the Bonds amounts payable hereunder are to be redeemedso prepaid, Company the Borrower shall furnish to Issuer the Authority and the Trustee a certificate of the Authorized Company Representative acceptable to Issuer the Authority and the Trustee stating that (i) that the property forming the part of the Mortgaged Property portion of the Project that was damaged or destroyed by such casualty or was taken by such condemnation proceedings is not essential to the Borrower's use or possession of such portion of the Mortgaged Property by Company Project or (ii) that such part of the Mortgaged Property portion of the Project theretofore completed has been repaired, replaced, restored, modifiedrelocated, modified or improved to operate enable such portion of the Project to accomplish at least the same function as designedsuch portion of the Project was designed to accomplish prior to such damage or destruction or the taking by such condemnation proceedings.

Application of Net Proceeds. Prior to the Completion Date, Issuer, Trustee, Trustee and Company will cause the Net Proceeds of any insurance proceeds or condemnation award resulting from any event described in Section 5.1 hereof to be applied as provided in the Bank Mortgage so long as the Letter of Credit is in effect and the events described in Section 8.1 10.11 hereof to be deposited have not occurred. If the Letter of Credit is not in the Construction Fund and to be disbursed therefrom to pay effect or reimburse the Company for any Cost of the Project as provided in Article V of this Loan Agreement and the Indenture. Subsequent to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any such if an event described in Section 8.1 10.11 hereof to has occurred, all Net Proceeds (but only if the Net Proceeds exceed $100,000) shall be deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall be paid directly to Company. All Net Proceeds from insurance shall be fund and applied in one or more of the following ways as shall be elected by Company in a written notice of the Authorized Company Representative to Issuer and Trustee: (a) To the prompt repair, restoration, modification, modification or improvement of the Mortgaged Property Project by Company, and Issuer does hereby will authorize and direct Trustee to make disbursements payments from such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt of a requisition acceptable to Trustee signed by an Authorized a Company Representative stating with respect to each disbursement payment to be made: (1i) the requisition number, (2ii) the name and address of the person, firm, firm or corporation to whom payment is due, (3iii) the amount to be disbursed, paid and (4iv) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund, fund and has not been the basis of any previous disbursementwithdrawal. Any balance of the Net Proceeds remaining after such work has been completed shall be (i) transferred to the Bond Fund to be applied to the payment of principal of and premium, if any, and interest on the Bonds, or, or if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan AgreementIndenture), any balance remaining in such separate trust fund shall be paid to Company; or (ii) transferred to the Company if the Company provides to the Trustee an appraisal to the effect that the repair and restoration of the Project has resulted in the Project having at least equal value as that existing prior to the damage, destruction or condemnation. (b) To optional redemption of the Bonds on the next succeeding Interest Payment Date redemption date as specified in a written notice by the Authorized Company Representative to Trustee; provided, provided that no part of the Net Proceeds may be applied for such redemption unless (1i) all of the Bonds are to be redeemed in accordance with the Indenture upon prepayment of the amounts payable hereunder hereunder, or (2ii) in the event that less than all of the Bonds are to be redeemed, Company shall furnish to Issuer and Trustee a certificate of the Authorized Company Representative acceptable to Issuer and Trustee stating that (iA) the property forming the part of the Mortgaged Property Project that was damaged or destroyed by such casualty or was taken by such condemnation proceedings is not essential to the use or possession of the Mortgaged Property Project by Company or (iiB) the Mortgaged Property Project has been repaired, restored, modified, modified or improved to operate as designed. After the foregoing, if the Bonds are no longer Outstanding, any remaining Net Proceeds shall be paid to the Company.

Application of Net Proceeds. Prior to the Completion Date, Issuer, Trustee, and Company will cause the The Net Proceeds of any insurance proceeds or condemnation award resulting from any events described in Section 8.1 hereof to be deposited in the Construction Fund and to be disbursed therefrom to pay or reimburse the Company for any Cost of the Project as provided in Article V of this Loan Agreement and the Indenture. Subsequent to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any such event described in Section 8.1 6.1 hereof to shall be immediately deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall fund to be paid directly to Companyheld by the Trustee. All Net Proceeds from insurance so deposited shall be applied in one or more of the following ways as shall be elected by the Company in a written notice to the Trustee, which notice shall be received by the Trustee within 60 days after the receipt by the Company or the Trustee, as the case may be, of the Authorized Company Representative to Issuer and TrusteeNet Proceeds: (a) To the prompt repair, restoration, modification, modification or improvement of the Mortgaged Property by CompanyProject Facility, and the Issuer does hereby authorize has, in the Indenture, authorized and direct directed the Trustee to make disbursements from such separate trust fund for such purposes or to reimburse Company for costs paid purposes. Such disbursements shall be made by it in connection therewith the Trustee only upon receipt of a requisition acceptable to Trustee signed by an Authorized Company Representative stating with respect to each disbursement to be made: (1) the requisition number, (2) the name and address of the person, firm, or corporation to whom payment is due, (3) the amount to be disbursed, and (4) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund, and has not been the basis of any previous disbursementRequisitions therefor. Any balance of the Net Proceeds remaining after such work has been completed shall be transferred to into the Bond Fund to be applied to the payment in accordance with subsection (b) of principal of and premiumthis Section, if any, and interest on the Bonds, or, or if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan AgreementIndenture), any balance remaining in such separate trust fund shall be paid to Companyin accordance with Section 6.11 of the Indenture. (b) To the redemption at par of the Bonds and the Series G Bond, pro rata in proportion to their respective outstanding principal balances, on the next succeeding Interest Payment Date earliest practicable redemption date as specified in a written notice by the Authorized Company Representative to the Trustee; provided, provided that no part of the such Net Proceeds may be applied for such redemption unless (1) all of the Bonds are to be redeemed in accordance with the Indenture upon prepayment termination of the amounts payable hereunder this Agreement pursuant to clauses (A) or (B) of Article X hereof or (2) in the event that less than all of the Bonds are to be redeemed, the Company shall furnish to Issuer and the Trustee a certificate of the Authorized a Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property Project Facility that was damaged or destroyed by such casualty or was taken by such condemnation proceedings is not essential to the use use, operation or possession of the Mortgaged Property Project by the Company or (ii) the Mortgaged Property Project Facility has been repaired, restored, modified, modified or improved to operate as designed. (c) If the Company elects to repair, restore, modify or improve the Project Facility or pay the cost thereof and fails to do so diligently, the Issuer or the Trustee may (but shall be under no obligation to) do so on behalf of the Company and recover the reasonable costs thereof from the Company, less the amount, if any, collected from Net Proceeds on account of such costs. No such payment by the Trustee or the Issuer shall affect or impair any rights of the Issuer hereunder or of the Trustee or the Owners under the Indenture arising as a result of such failure by the Company. (d) If the Company fails to give the notice required under subsection (a) of this Section within the specified time period, the Issuer or the Trustee, upon notice to the other and to the Company, may direct the Company to take either of the actions therein described and the Company shall be obligated to take such action. (e) Notwithstanding the forgoing the Net Proceeds from a certain action pending in the Superior Court of New Jersey, Law Division, Camden County, Docket No. L-8037-90, and entitled "State of New Jersey, by the Commissioner of Transportation, Plaintiff ▇. ▇▇▇▇ Hauling and Warehousing System, Inc., a corporation of Pennsylvania, et al., Defendants" shall be paid directly to the Company and shall not be subject to the provisions of Paragraphs (a) through (d) of this Section 6.2.

Application of Net Proceeds. Prior Unless the City shall have elected to exercise its option to terminate the Agreement Term under Section 10.1 and shall have purchased the Project pursuant to Section 10.2, if prior to payment in full of the Bonds the Project are damaged by fire or other casualty to such extent that the claim for loss (including any deductible amount pertaining thereto) resulting from such damage is not greater than $300,000, the City, or the Issuer at the City’s direction, (a) shall promptly replace, repair, rebuild or restore the property damaged to substantially the same condition as it existed prior to the Completion Dateevent causing such damage, Issuerwith such changes, alterations and modifications (including the substitution and addition of other property) as may be desired by the City and as will not impair the operating unity or productive capacity of the Project or change the character of the Project to such an extent that its ownership by the Issuer would not be permitted under the laws pursuant to which the Issuer exists, and (b) shall apply for such purpose so much as may be necessary of any Net Proceeds of insurance resulting from claims for such losses, as well as any additional moneys of the City necessary therefor. All Net Proceeds of insurance resulting from claims for such losses not in excess of the amount hereinabove specified in this paragraph and not used to pay expenses incurred under (a) above shall be paid into the Bond Fund. If payment in full of the Bonds has been made, all Net Proceeds shall be paid to the City. Unless the City shall have elected to exercise its option to terminate the Agreement Term under Section 10.1 and shall have purchased the Project pursuant to Section 10.2, if prior to payment in full of the Bonds the Project are destroyed (in whole or in part) or is damaged by fire or other casualty to such extent that the claim for loss resulting from such destruction or damage is in excess of the amount hereinabove specified, the City shall promptly give written notice thereof to the Trustee. In such an event all Net Proceeds of insurance resulting from claims for such losses shall be paid to and held by the Trustee in a trust account and invested in securities of the type referred to in Section 6.01 of the Indenture, whereupon (i) the City, or the Issuer at the City’s direction, shall proceed promptly to replace, repair, rebuild or restore the property damaged or destroyed to substantially the same condition as it existed prior to the event causing such damage or destruction, with such changes, alterations and Company modifications (including the substitution and addition of other property) as may be desired by the City and as will cause not impair operating unity or productive capacity of the Project or change the character of the Project to such an extent that its ownership by the Issuer would not be permitted under the laws pursuant to which the Issuer then exists, and (ii) the Trustee shall apply so much as may be necessary of the Net Proceeds of any such insurance resulting from any events to the payment of the costs of such replacement, repair, rebuilding or restoration, either on completion thereof or as the work progresses, as directed by the City. Each such direction of the City shall be accompanied by a certificate of an architect or engineer (who shall be selected by the City and satisfactory to the Issuer) in charge of the replacement, repair, rebuilding or restoration, dated not more than thirty (30) days prior to such direction, setting forth in substance that (A) the sum then directed to be applied either has been paid by the City, or is justly due, to contractors, subcontractors, materialmen, engineers, architects or other persons who shall have rendered services or furnished materials or improvements for the replacement, repair, rebuilding or restoration therein specified; the names of such persons; a brief description of such services or materials or improvements and the several amounts so paid or due to each of such persons; and a statement that none of the costs of the services or materials or improvements described in Section 8.1 hereof such certificate has been or is being made the basis, in any previous or then pending direction, for payment under this Section, and that the sum then directed to be deposited applied does not exceed the value of the services or materials or improvements described in the Construction Fund and certificate, and (B) except for the-amount, if any, stated (pursuant to (A) preceding) in such certificate to be disbursed therefrom to pay due for services or reimburse the Company for materials or improvements, there is not outstanding any Cost of the Project as provided in Article V of this Loan Agreement and the Indenture. Subsequent indebtedness known to the Completion Datepersons signing such certificate which is then due for labor, Issuerservices, Trusteematerial, and Company will cause supplies and/or equipment in connection with the Net Proceeds of any insurance resulting from any such event described in Section 8.1 hereof to be deposited in a separate trust fundreplacement, provided that Net Proceeds in an amount less than $100,000 shall be paid directly to Company. All Net Proceeds from insurance shall be applied in one or more of the following ways as shall be elected by Company in a written notice of the Authorized Company Representative to Issuer and Trustee: (a) To the prompt repair, restorationrebuilding or restoration which, modificationif unpaid, or improvement of the Mortgaged Property by Company, and Issuer does hereby authorize and direct Trustee to make disbursements from such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt of a requisition acceptable to Trustee signed by an Authorized Company Representative stating with respect to each disbursement to be made: (1) the requisition number, (2) the name and address of the person, firm, or corporation to whom payment is due, (3) the amount to be disbursed, and (4) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund, and has not been might become the basis of liens of mechanics, materialmen, suppliers and vendors, or other similar liens (other than those being contested in good faith as permitted in Section 5.4) upon the Project or any previous disbursementpart thereof. The Trustee may conclusively rely upon such direction and shall have no liability or responsibility for payments made pursuant to this Section in reliance thereon. If said Net Proceeds are not sufficient to pay in full the costs of such replacement, repair, rebuilding or restoration, the City shall nonetheless complete the same and shall pay that portion of the costs thereof in excess of the amount of said Net Proceeds or shall advance to the Issuer and the Trustee the moneys necessary to complete said work, in which case the Issuer shall proceed so to complete the work. The City shall not, by reason of the payment of such excess costs (whether by direct payment thereof or advances to the Issuer or Trustee), be entitled to any reimbursement from the Issuer or any diminution in or postponement or abatement of the amounts payable under Section 5.2. Any balance of the said Net Proceeds remaining after payment of all the costs of such work replacement, repair, rebuilding or restoration shall be paid into the Bond Fund. If payment in full of the Bonds has been completed shall be transferred to the Bond Fund to be applied to the payment of principal of and premiummade, if any, and interest on the Bonds, or, if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan Agreement), any balance remaining in such separate trust fund all Net Proceeds shall be paid to Companythe City. (b) To redemption of the Bonds on the next succeeding Interest Payment Date as specified in a written notice by the Authorized Company Representative to Trustee; provided, that no part of the Net Proceeds may be applied for such redemption unless (1) all of the Bonds are to be redeemed in accordance with the Indenture upon prepayment of the amounts payable hereunder or (2) in the event that less than all of the Bonds are to be redeemed, Company shall furnish to Issuer and Trustee a certificate of the Authorized Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property that was damaged or destroyed by such casualty is not essential to the use or possession of the Mortgaged Property by Company or (ii) the Mortgaged Property has been repaired, restored, modified, or improved to operate as designed.

Application of Net Proceeds. Prior to the Completion Date, Issuer, Trustee, and Company will cause the (a) The Net Proceeds of any insurance award resulting from any events described in Section 8.1 hereof damage to or destruction of any Leased Property by fire or other casualty shall be deposited in the Construction Insurance and Condemnation Fund and created pursuant to be disbursed therefrom to pay or reimburse the Company for any Cost Article VII of the Project as provided in Article V of this Loan Trust Agreement and promptly upon receipt thereof and, if the Indenture. Subsequent to Lessee determines, within 45 days following such deposit, that the Completion Datereplacement, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any such event described in Section 8.1 hereof to be deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall be paid directly to Company. All Net Proceeds from insurance shall be applied in one or more of the following ways as shall be elected by Company in a written notice of the Authorized Company Representative to Issuer and Trustee: (a) To the prompt repair, restoration, modificationmodification or improvement of such Leased Property is not economically feasible (e.g., the Net Proceeds together with any additional funds from other available sources are insufficient therefor) or is not in the best interest of the Lessee, then, upon receipt of written notice of such determination by the Lessee Representative, such Net Proceeds shall be promptly transferred to the Lease Payment Fund and applied as provided in Section 10.3 hereof; provided, however, in the event of damage or destruction of the Leased Property in full, such Net Proceeds may be transferred to the Lease Payment Fund to be applied as provided in Section 10.3 hereof only if sufficient, together with other moneys available therefor, to cause the prepayment of all Outstanding Certificates; provided further, however, if the Net Proceeds are not sufficient to cause the prepayment of all Outstanding Certificates, the Lessee shall have an option to purchase the Leased Property for a price representing the difference between the amount of Net Proceeds received and available for transfer to the Lease Payment Fund and the amount required to redeem all Outstanding Certificates. If the Lessee exercises its option to purchase the Leased Property as described in the preceding sentence, the proceeds from said sale and the Net Proceeds shall then be deposited in the Lease Payment Fund and applied as provided in Section 10.3 hereof. Except in the event of damage or destruction of the Leased Property in full, all Net Proceeds deposited in the Insurance and Condemnation Fund and not so transferred to the Lease Payment Fund shall be applied to the prompt replacement, repair, restoration, modification or improvement of the Mortgaged Leased Property by Companythe Lessee, and Issuer does hereby authorize and direct Trustee to make disbursements from such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt of a requisition acceptable to Trustee signed by an Authorized Company the Lessee Representative stating with respect to each disbursement payment to be made: made (1i) the requisition number, (2ii) the name and address of the person, firm, firm or corporation to whom payment is due, (3iii) the amount to be disbursedpaid, and (4iv) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fundInsurance and Condemnation Fund, and has not been the basis of any previous disbursementwithdrawal, and specifying in reasonable detail the nature of the obligation, accompanied by a bill or a statement of account for such obligation. The Lessor may rely conclusively on any such requisition received and shall have no obligation to make an independent investigation in connection therewith. Any balance of the Net Proceeds remaining in the Insurance and Condemnation Fund because (A) the Leased Property was damaged or destroyed in full and the Net Proceeds, together with other available moneys, were insufficient to cause the prepayment of all Outstanding Certificates, or (B) after such all work to replace, repair, restore, modify or improve the Leased Property has been completed completed, shall be transferred to deposited in the Bond Lease Payment Fund to be and applied to the payment of principal of and premium, if any, and interest on the Bonds, or, if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan Agreement), any balance remaining in such separate trust fund shall be paid to Companytoward subsequent Lease Payments. (b) To redemption The Net Proceeds of any eminent domain award resulting from any event described in Section 6.1 hereof shall be deposited in the Insurance and Condemnation Fund to be held and applied pursuant to Section 7.2 of the Bonds on Trust Agreement. (c) The parties hereto agree that the next succeeding Interest Payment Date as specified provisions of this Section 6.2 are not intended and shall not be construed in a written notice any way to apply to the proceeds of any insurance or condemnation award less than or equal to $25,000. Such proceeds shall be paid to the Lessee and applied by the Authorized Company Representative to Trustee; provided, that no part of the Net Proceeds may be applied for such redemption unless (1) all of the Bonds are to be redeemed Lessee in accordance with the Indenture upon prepayment of the amounts payable hereunder or (2) in the event that less than all of the Bonds are to be redeemed, Company shall furnish to Issuer and Trustee a certificate of the Authorized Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property that was damaged or destroyed by such casualty is not essential to the use or possession of the Mortgaged Property by Company or (ii) the Mortgaged Property has been repaired, restored, modified, or improved to operate as designedits sole discretion.

Application of Net Proceeds. Prior to the Completion Date, Issuer, Trustee, and Company will cause the The Net Proceeds of any property and casualty insurance proceeds or condemnation award resulting from any events described in Section 8.1 hereof to be deposited in the Construction Fund and to be disbursed therefrom to pay or reimburse the Company for any Cost of the Project as provided in Article V of this Loan Agreement and the Indenture. Subsequent to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any such event described in Section 8.1 6.1 hereof to shall be immediately deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall fund to be paid directly to Companyheld by the Trustee. All Net Proceeds from insurance so deposited shall be applied in one or more of the following ways as shall be elected by the Company in a written notice to the Trustee, which notice shall be received by the Trustee within 60 days after the receipt by the Company of the Authorized Company Representative to Issuer and TrusteeNet Proceeds: (a) To the prompt repair, restoration, modification, modification or improvement of the Mortgaged Property by Companyto a condition of comparable quality, and Issuer does hereby authorize the Authority has, in the Indenture, authorized and direct directed the Trustee to make disbursements from such separate trust fund for such purposes or to reimburse Company for costs paid purposes. Such disbursements shall be made by it in connection therewith the Trustee only upon receipt of a requisition acceptable to Trustee signed by an Authorized Company Representative stating with respect to each disbursement to be made: (1) the requisition number, (2) the name and address of the person, firm, or corporation to whom payment is due, (3) the amount to be disbursed, and (4) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund, and has not been the basis of any previous disbursementRequisitions therefor. Any balance of the Net Proceeds remaining after such work has been completed shall be transferred to into the Bond Fund to be applied to the payment of principal of and premium, if any, and interest on the BondsBonds as the same shall become due and payable, or, or if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan AgreementIndenture), any balance remaining in such separate trust fund shall be paid to Companyin accordance with Section 5.11 of the Indenture. (b) To the redemption at par of the Bonds Bonds, in whole or in part, on the next succeeding Interest Payment Date earliest practicable redemption date as specified in a written notice by the Authorized Company Representative to the Trustee; provided, provided that no part of the such Net Proceeds may be applied for such redemption unless (1) all of the Bonds are to be redeemed in accordance with the Indenture upon prepayment termination of the amounts payable hereunder this Agreement pursuant to clauses (A) or (B) of Article X hereof or (2) in the event that less than all of the Bonds are to be redeemed, the Company shall furnish to Issuer and the Trustee a certificate of the Authorized a Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property that was damaged or destroyed by such casualty or was taken by such condemnation proceedings is not essential to the use use, operation or possession of the Mortgaged Property by the Company or (ii) the Mortgaged Property has been repaired, restored, modified, modified or improved to operate as designed. (c) If the Company elects to repair, restore, modify or improve the Mortgaged Property or pay the cost thereof and fails to diligently do so, the Authority or the Trustee may (but shall be under no obligation to) do so on behalf of the Company and recover the reasonable costs thereof from the Company, less the amount, if any, collected from Net Proceeds on account of such costs. No such payment by the Trustee or the Authority shall affect or impair any rights of the Authority hereunder or of the Trustee or the Owners under the Indenture arising as a result of such failure by the Company. (d) If the Company fails to give the notice required under subsection (a) of this Section within the specified time period, the Authority or the Trustee, upon notice to the other and to the Company, may direct the Company to take either of the actions therein described and the Company shall be obligated to take such action.

Application of Net Proceeds. Prior to the Completion Date, Issuer, Trustee, and Company will cause the (a) The Net Proceeds of any insurance award resulting from any events described in Section 8.1 hereof damage to or destruction of any Leased Property by fire or other casualty shall be deposited in the Construction Insurance and Condemnation Fund and created pursuant to be disbursed therefrom to pay or reimburse the Company for any Cost Article VII of the Project as provided in Article V of this Loan Trust Agreement and promptly upon receipt thereof and, if the Indenture. Subsequent to Lessee determines, within 45 days following such deposit, that the Completion Datereplacement, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any such event described in Section 8.1 hereof to be deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall be paid directly to Company. All Net Proceeds from insurance shall be applied in one or more of the following ways as shall be elected by Company in a written notice of the Authorized Company Representative to Issuer and Trustee: (a) To the prompt repair, restoration, modificationmodification or improvement of such Leased Property is not economically feasible (e.g., the Net Proceeds together with any additional funds from other available sources are insufficient therefor) or is not in the best interest of the Lessee, then, upon receipt of written notice of such determination by the Lessee Representative, such Net Proceeds shall be promptly transferred to the Lease Payment Fund and applied as provided in Section 10.3 hereof; provided, however, in the event of damage or destruction of the Leased Property in full, such Net Proceeds may be transferred to the Lease Payment Fund to be applied as provided in Section 10.3 hereof only if sufficient, together with other moneys available therefor, to cause the prepayment of all Outstanding Certificates; provided further, however, if the Net Proceeds are not sufficient to cause the prepayment of all Outstanding Certificates, the Lessee shall have an option to purchase the Leased Property for a price representing the difference between the amount of Net Proceeds received and available for transfer to the Lease Payment Fund and the amount required to redeem all Outstanding Certificates. If the Lessee exercises its option to purchase the Leased Property as described in the preceding sentence, the proceeds from said sale and the Net Proceeds shall then be deposited in the Lease Payment Fund and applied as provided in Section 10.3 hereof. Except in the event of damage or destruction of the Leased Property in full, all Net Proceeds deposited in the Insurance and Condemnation Fund and not so transferred to the Lease Payment Fund shall be applied to the prompt replacement, repair, restoration, modification or improvement of the Mortgaged Leased Property by Companythe Lessee, and Issuer does hereby authorize and direct Trustee to make disbursements from such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt of a requisition acceptable to Trustee satisfactory signed by an Authorized Company the Lessee Representative stating with respect to each disbursement payment to be made: made (1i) the requisition number, (2ii) the name and address of the person, firm, firm or corporation to whom payment is due, (3iii) the amount to be disbursedpaid, and (4iv) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fundInsurance and Condemnation Fund, and has not been the basis of any previous disbursementwithdrawal, and specifying in reasonable detail the nature of the obligation, accompanied by a bill or a statement of account for such obligation. Any balance of the Net Proceeds remaining in the Insurance and Condemnation Fund because (A) the Leased Property was damaged or destroyed in full and the Net Proceeds, together with other available moneys, were insufficient to cause the prepayment of all Outstanding Certificates, or (B) after such all work to replace, repair, restore, modify or improve the Leased Property has been completed completed, shall be transferred to deposited in the Bond Lease Payment Fund to be and applied to the payment of principal of and premium, if any, and interest on the Bonds, or, if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan Agreement), any balance remaining in such separate trust fund shall be paid to Companytoward subsequent Lease Payments. (b) To redemption The Net Proceeds of any eminent domain award resulting from any event described in Section 6.1 hereof shall be deposited in the Insurance and Condemnation Fund to be held and applied pursuant to Section 7.2 of the Bonds on Trust Agreement. (c) The parties hereto agree that the next succeeding Interest Payment Date as specified provisions of this Section 6.2 are not intended and shall not be construed in a written notice any way to apply to the proceeds of any insurance or condemnation award less than or equal to $25,000. Such proceeds shall be paid to the Lessee and applied by the Authorized Company Representative to Trustee; provided, that no part of the Net Proceeds may be applied for such redemption unless (1) all of the Bonds are to be redeemed Lessee in accordance with the Indenture upon prepayment of the amounts payable hereunder or (2) in the event that less than all of the Bonds are to be redeemed, Company shall furnish to Issuer and Trustee a certificate of the Authorized Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property that was damaged or destroyed by such casualty is not essential to the use or possession of the Mortgaged Property by Company or (ii) the Mortgaged Property has been repaired, restored, modified, or improved to operate as designedits sole discretion.

Application of Net Proceeds. Prior The Borrower shall be entitled to the Completion DateNet Proceeds, Issuerif any, Trustee, and Company will cause the Net Proceeds of any insurance or condemnation awards resulting from any events described in Section 8.1 hereof to be deposited in the Construction Fund and to be disbursed therefrom to pay damage, destruction or reimburse the Company for any Cost condemnation of the Project or any portion thereof for application as provided in Article V of this Loan Agreement Section and in the Indenture. Subsequent to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any such event described in Section 8.1 hereof to be deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall be paid directly to CompanyReimbursement Agreement. All Net Proceeds from insurance shall be deposited by the Borrower in an escrow account with the Bank pursuant to the Reimbursement Agreement and shall be applied in one or more of the following ways as shall be elected at the election of the Borrower, with the written consent of the Bank, by Company in a written notice of to the Authorized Company Representative to Issuer Authority and the Trustee: (a) To the The prompt repair, restoration, modificationrelocation, modification or improvement of the Mortgaged Property by Companydamaged, destroyed or condemned portion of the Project to enable such portion of the Project to accomplish at least the same function as such portion of the Project was designed to accomplish prior to such damage or destruction or exercise of such power of eminent domain. If the Borrower elects to proceed as provided in this subsection (a), it shall give the Authority and the Trustee written notice thereof, and Issuer does hereby authorize and direct Trustee to make disbursements from such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt of a requisition acceptable to Trustee signed by an Authorized Company Representative stating with respect to each disbursement to be made: (1) the requisition number, (2) the name and address evidence of the personBank's written consent, firm, or corporation to whom payment is due, (3) within 90 days of the amount to be disbursed, and (4) that each obligation mentioned therein has been properly incurred, is a proper charge against deposit of the separate trust fund, and has not been Net Proceeds with the basis of any previous disbursementBank. Any balance of the Net Proceeds remaining after such work has been completed shall be transferred to deposited in the Bond Revenue Fund to be applied applied, with the written consent of the Bank, to the payment of principal of and premium, if any, and interest on the Bonds, or, if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan AgreementIndenture), any balance remaining in such separate trust fund the Revenue Fund shall be paid to Companyin accordance with the requirements of Section 10.04 of the Indenture. (b) To redemption The prepayment of all or a portion of the Bonds on the next succeeding Interest Payment Date as specified in a written notice by the Authorized Company Representative to Trustee; provided, that no part of the Net Proceeds may be applied for such redemption unless (1) all of the Bonds are to be redeemed Loan in accordance with the Indenture upon prepayment of the amounts payable hereunder or (2) in the event that less than all of the Bonds are to be redeemed, Company shall furnish to Issuer and Trustee a certificate of the Authorized Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property that was damaged or destroyed by such casualty is not essential to the use or possession of the Mortgaged Property by Company or (ii) the Mortgaged Property has been repaired, restored, modified, or improved to operate as designed.Article VIII hereof and

Application of Net Proceeds. Prior to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance proceeds resulting from any events described in Section 8.1 7.1 hereof to be deposited in the Construction Fund and to be disbursed therefrom to pay or reimburse the Company for any Cost of the Project as provided in Article V IV of this Loan Lease Agreement and the Indenture. Subsequent to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance proceeds resulting from any such event described in Section 8.1 7.1 hereof to be deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall be paid directly to Company. All Net Proceeds from insurance shall be applied in one or more of the following ways as shall be elected by Company in a written notice of the Authorized Company Representative to Issuer and Trustee: (a) To the prompt repair, restoration, modification, or improvement of the Mortgaged Property by Company, and Issuer does hereby authorize and direct Trustee to make disbursements from such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt of a requisition acceptable to Trustee signed by an Authorized Company Representative stating with respect to each disbursement to be made: (1) the requisition number, (2) the name and address of the person, firm, or corporation to whom payment is due, (3) the amount to be disbursed, and (4) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund, and has not been the basis of any previous disbursement. Any balance of the Net Proceeds remaining after such work has been completed shall be transferred to the Bond Fund to be applied to the payment of principal of and premium, if any, and interest on the Bonds, or, if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan AgreementIndenture), any balance remaining in such separate trust fund shall be paid to Company. (b) To redemption of the Bonds on the next succeeding Interest Payment Date interest payment date as specified in a written notice by the Authorized Company Representative to Trustee; provided, that no part of the Net Proceeds may be applied for such redemption unless (1) all of the Bonds are to be redeemed in accordance with the Indenture upon prepayment of the amounts payable hereunder pursuant to Section 11.2(a) hereof or (2) in the event that less than all of the Bonds are to be redeemed, Company shall furnish to Issuer and Trustee a certificate of the Authorized Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property that was damaged or destroyed by such casualty is not essential to the use or possession of the Mortgaged Property by Company or (ii) the Mortgaged Property has been repaired, repaired restored, modified, or improved to operate as designed.

Application of Net Proceeds. Prior At the sole discretion of the Agent, Net Proceeds must be applied to either (a) be held as security for the Completion Dateperformance of the Lessee's obligations hereunder and under the other Operative Agreements and applied to such obligations upon the exercise of remedies in connection with the occurrence of an Event of Default, Issueror (b) the restoration of the Property; provided, Trusteehowever, that if the aggregate amount of Net Proceeds is less than $500,000 unless an Event of Default has occurred and Company will cause is continuing, the Net Proceeds of any insurance resulting from any events described in Section 8.1 hereof to be deposited in the Construction Fund and to be disbursed therefrom to pay or reimburse the Company for any Cost of the Project as provided in Article V of this Loan Agreement and the Indenture. Subsequent to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any such event described in Section 8.1 hereof to be deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall be paid directly to Company. All Net Proceeds from insurance shall be applied in one or more to the restoration. In the event that, and to the extent that, Net Proceeds are to be applied to the restoration of the Property, each of the following ways as shall conditions must also be elected met and complied with if and to the extent required by Company in a written notice of the Authorized Company Representative to Issuer and TrusteeAgent: (a) To An escrow account shall have been established with the prompt repairAgent composed of Net Proceeds, and, if necessary, additional deposits made by the Lessee, which, in the sole judgment of the Agent, is sufficient to restore the Property to its use, value and condition immediately prior to the Casualty or Condemnation. The Agent shall be entitled, at the expense of the Lessee, to consult such professionals as the Agent may deem necessary, in its sole discretion, to determine the total costs of restoring the Property. Interest will be paid on funds in the escrow account. The Lessee hereby assigns to, and grants the Agent a security interest in, such escrow account and the funds therein to secure the payment and performance of the Lessee's obligations hereunder and under the other Operative Agreements. (i) Either all Resident Agreements and Material Subleases must continue in full force and effect (subject to rent abatement during restoration as may be provided in the Resident Agreements and the Material Subleases) or, if terminated, the terminated Material Subleases must have been replaced with Material Subleases or equal quality in the reasonable judgment of the Agent. Any tenant having the right to terminate its Material Sublease due to the Casualty or Condemnation, and which has not exercised that right, shall have confirmed in writing to the Agent its irrevocable waiver of such termination right, or proceeds from business interruption insurance or other moneys of SALI, must be available to the Lessee in such amounts as the Agent, in its reasonable judgment, considers sufficient to pay the Termination Value relating to the Property, and all Impositions, insurance premiums and other sums becoming due from the Lessee pursuant to this Lease and the other Operative Agreements during the time required for restoration, modificationOR (ii) Proceeds from business interruption insurance or other moneys of the Lessee must be available to the Lessee in such amounts as the Agent, in its reasonable judgment, considers sufficient to pay the Termination Value relating to the Property, and all Impositions, insurance premiums and other sums becoming due from the Lessee pursuant to this Lease during the time required for restoration. (c) All restoration will be conducted under the supervision of an architect or engineer, or improvement both, selected and paid for by the Lessee and approved in advance by the Agent, and by a general contractor who shall be approved by the Agent and shall have executed a fixed price contract. (d) The restoration will be performed pursuant to the original plans and specifications approved by the Agent. (e) If required by the Agent at its sole option, the contractor or contractors responsible for the restoration shall have obtained payment and performance bonds from a corporate surety acceptable to the Agent and naming the Lessor, the Holders, the Lenders and the Agent as dual obligees. (f) The Lessee shall have provided the Agent with reasonably satisfactory evidence that there has been no adverse change in the economic viability of the Mortgaged Property since the date of this Lease, such evidence to include, among other things, an appraisal and market study prepared by Companya firm or firms acceptable to the Agent, but at the Lessee's expense. If any of the foregoing conditions are not satisfied, the Agent may, in its sole discretion, hold the Net Proceeds as security for the performance of the Lessee's obligations hereunder and under the other Operative Agreements and applied to such obligations upon the exercise of remedies in connection with the occurrence of an Event of Default. If applied to restoration, Net Proceeds (and any other funds required to be deposited with the Agent) shall be disbursed from time to time in accordance with the terms and conditions of the construction loan agreement most commonly used by the Agent or other regionally recognized construction lenders, at the time of the Casualty or Condemnation for major commercial construction loans, and Issuer does hereby authorize and direct Trustee subject also to make disbursements from the following conditions (which shall control in the event of any conflict with the provisions of such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon construction loan agreement): (a) Restoration shall commence within sixty (60) days following receipt of the Net Proceeds by the Agent or such additional time as may be required by Lessee in obtaining the necessary licenses, permits or approvals from the applicable Governmental Authorities provided the Lessee has and continues to diligently pursue obtaining the necessary licenses, permits and approvals, and shall be completed within such time as may be determined by the Agent in view of the extent of the Casualty or Condemnation but, in any event, shall be completed within a requisition acceptable reasonable period after the date of the Net Proceeds are received. (i) At the time of each disbursement, (A) no Subleases (if any) shall have been terminated which either singularly or in the aggregate affect more than ten percent (10%) of the leaseable area of the Property unless the same have been replaced with Subleases of equal quality, in the reasonable judgment of the Agent, and (B) no Default shall have occurred, OR (ii) Proceeds from business interruption insurance or other moneys of the Lessee must be available to Trustee signed by an Authorized Company Representative stating the Lessee in such amounts as the Agent, in its reasonable judgment, considers sufficient to pay the Termination Value relating to the Property, and all Impositions, insurance premiums and other sums becoming due from the Lessee pursuant to this Deed of Trust during the time required for restoration. (c) Restoration involving costs in excess of $100,000 in the aggregate shall be subject to the prior written consent of the Agent. Any such restoration shall be completed and paid for, within a reasonable time, following any such consent. Restoration of permitted Improvements shall be (i) strictly in accordance with all applicable Laws and any private restrictive covenants, (ii) entirely on lots or parcels of the Land, (iii) so as not to encroach upon any easement or right of way or upon the land of others, and (iv) wholly within any building restriction lines applicable to the Land. (d) With respect to each disbursement and accompanying each request therefor, there shall be delivered to be made: the Agent (1i) a certificate addressed to the Agent from the architect or engineer supervising the restoration stating that such disbursement is to pay the cost of restoration not paid previously by any prior disbursement, that all restoration completed to the date of such certificate has been completed in accordance with applicable Laws and the approved plans and specifications, and that the amount of such disbursement, together with all other disbursements, does not exceed ninety percent (90%) of the requisition number, for direct construction costs until such time as fifty percent (250%) the name and address of the personrestoration has been completed, firm, or corporation to whom payment is due, then such disbursements shall not exceed ninety-five percent (395%) of the amount to be disbursedrequisition for direct construction costs, and (4ii) evidence satisfactory to the Agent that each obligation mentioned therein has all Claims then existing fro labor, services and materials have been properly incurred, is a proper charge against paid in full or will be paid in full from the separate trust fund, and has not been the basis of any previous disbursement. Any balance proceeds of the Net Proceeds remaining after such work disbursement requested. (e) The final holdback shall be disbursed only upon delivery to the Agent, in addition to the items required in paragraph (d) above and the Operative Agreements, of the following: (i) Final waivers of Liens from all contractors and subcontractors. (ii) A certificate of architect or engineer stating that the restoration has been completed shall be transferred to the Bond Fund to be applied to the payment of principal of in a good and premiumworkmanlike manner, if any, and interest on the Bonds, or, if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of plans and specifications approved by the Indenture and this Loan Agreement), any balance remaining Agent in such separate trust fund shall be paid to Companyaccordance with applicable Laws. (biii) To redemption An estoppel affidavit from each tenant occupying or leasing space under a Material Sublease in the Property stating that its Sublease is in full force and effect. (f) Immediately upon the occurrence of any Event of Default, the Agent may apply Net Proceeds and any other sums deposited with the Agent to the repayment of the Bonds on Lessee's obligations hereunder and under the next succeeding Interest Payment Date as specified in a written notice by the Authorized Company Representative to Trustee; provided, that no part of the Net Proceeds may be applied for such redemption unless (1) all of the Bonds are to be redeemed in accordance with the Indenture upon prepayment of the amounts payable hereunder or (2) in the event that less than all of the Bonds are to be redeemed, Company shall furnish to Issuer and Trustee a certificate of the Authorized Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property that was damaged or destroyed by such casualty is not essential to the use or possession of the Mortgaged Property by Company or (ii) the Mortgaged Property has been repaired, restored, modified, or improved to operate as designedother Operative Agreements.

Application of Net Proceeds. Prior to the Completion Date, Issuer, Trustee, and Company will cause the (a) The Net Proceeds of any insurance award resulting from any events described in Section 8.1 hereof damage to or destruction of any Leased Property by fire or other casualty shall be deposited in the Construction Insurance and Condemnation Fund and created pursuant to be disbursed therefrom to pay or reimburse the Company for any Cost Article VII of the Project as provided in Article V of this Loan Trust Agreement and promptly upon receipt thereof and, if the Indenture. Subsequent to Lessee determines, within 45 days following such deposit, that the Completion Datereplacement, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any such event described in Section 8.1 hereof to be deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall be paid directly to Company. All Net Proceeds from insurance shall be applied in one or more of the following ways as shall be elected by Company in a written notice of the Authorized Company Representative to Issuer and Trustee: (a) To the prompt repair, restoration, modificationmodification or improvement of such Leased Property is not economically feasible (e.g., the Net Proceeds together with any additional funds from other available sources are insufficient therefor) or is not in the best interest of the Lessee, then, upon receipt of written notice of such determination by the Lessee Representative, such Net Proceeds shall be promptly transferred to the Lease Payment Fund and applied as provided in Section 10.3 hereof; provided, however, in the event of damage or destruction of the Leased Property in full, such Net Proceeds may be transferred to the Lease Payment Fund to be applied as provided in Section 10.3 hereof only if sufficient, together with other moneys available therefor, to cause the prepayment of all Outstanding Certificates; provided further, however, if the Net Proceeds are not sufficient to cause the prepayment of all Outstanding Certificates, the Lessee shall have an option to purchase the Leased Property for a price representing the difference between the amount of Net Proceeds received and available for transfer to the Lease Payment Fund and the amount required to redeem all Outstanding Certificates. If the Lessee exercises its option to purchase the Leased Property as described in the preceding sentence, the proceeds from said sale and the Net Proceeds shall then be deposited in the Lease Payment Fund and applied as provided in Section 10.3 hereof. Except in the event of damage or destruction of the Leased Property in full, all Net Proceeds deposited in the Insurance and Condemnation Fund and not so transferred to the Lease Payment Fund shall be applied to the prompt replacement, repair, restoration, modification or improvement of the Mortgaged Leased Property by Companythe Lessee, and Issuer does hereby authorize and direct Trustee to make disbursements from such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt of a requisition acceptable to Trustee signed by an Authorized Company the Lessee Representative stating with respect to each disbursement payment to be made: made (1i) the requisition number, (2ii) the name and address of the person, firm, firm or corporation to whom payment is due, (3iii) the amount to be disbursedpaid, and (4iv) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fundInsurance and Condemnation Fund, and has not been the basis of any previous disbursementwithdrawal, and specifying in reasonable detail the nature of the obligation, accompanied by a ▇▇▇▇ or a statement of account for such obligation. The Lessor may rely conclusively on any such requisition received and shall have no obligation to make an independent investigation in connection therewith. Any balance of the Net Proceeds remaining in the Insurance and Condemnation Fund because (A) the Leased Property was damaged or destroyed in full and the Net Proceeds, together with other available moneys, were insufficient to cause the prepayment of all Outstanding Certificates, or (B) after such all work to replace, repair, restore, modify or improve the Leased Property has been completed completed, shall be transferred to deposited in the Bond Lease Payment Fund to be and applied to the payment of principal of and premium, if any, and interest on the Bonds, or, if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan Agreement), any balance remaining in such separate trust fund shall be paid to Companytoward subsequent Lease Payments. (b) To redemption The Net Proceeds of any eminent domain award resulting from any event described in Section 6.1 hereof shall be deposited in the Insurance and Condemnation Fund to be held and applied pursuant to Section 7.2 of the Bonds on Trust Agreement. (c) The parties hereto agree that the next succeeding Interest Payment Date as specified provisions of this Section 6.2 are not intended and shall not be construed in a written notice any way to apply to the proceeds of any insurance or condemnation award less than or equal to $25,000. Such proceeds shall be paid to the Lessee and applied by the Authorized Company Representative to Trustee; provided, that no part of the Net Proceeds may be applied for such redemption unless (1) all of the Bonds are to be redeemed Lessee in accordance with the Indenture upon prepayment of the amounts payable hereunder or (2) in the event that less than all of the Bonds are to be redeemed, Company shall furnish to Issuer and Trustee a certificate of the Authorized Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property that was damaged or destroyed by such casualty is not essential to the use or possession of the Mortgaged Property by Company or (ii) the Mortgaged Property has been repaired, restored, modified, or improved to operate as designedits sole discretion.

Application of Net Proceeds. Prior Net Proceeds must be applied to either (a) the Completion Datepayment of the Obligations, Issueror (b) the restoration of the Improvements. If Net Proceeds are equal to or less than $1,000,000 and no Event of Default has occurred and is continuing, Trustee, and Company will cause the Grantors shall have the right to receive the Net Proceeds from the insurer or the Beneficiary, without having to satisfy any of any insurance resulting from any events described in the additional requirements of this Section 8.1 hereof to be deposited in the Construction Fund 4.03, and to be disbursed therefrom to pay or reimburse the Company for any Cost of the Project as provided in Article V of this Loan Agreement and the Indenture. Subsequent to the Completion Date, Issuer, Trustee, and Company will cause apply the Net Proceeds to the restoration of the Improvements. If Net Proceeds exceed $1,000,000, such Net Proceeds may be applied to rebuild and restore the Improvements provided, that at the time of the receipt of such Net Proceeds: (i) no Event of Default has occurred and is continuing, (ii) the Beneficiary determines in its reasonable discretion and if requested by Beneficiary, based on a feasibility report prepared by an independent third party at the Grantors' expense, that it is economically feasible to rebuild the Improvements to substantially their condition before the Casualty or Condemnation with the Net Proceeds, and any insurance resulting from additional funds provided by the Grantors, and (iii) the Borrower continues to make payments on the Loan as and when due, throughout the rebuilding and restoration of the Improvements. If for any such reason, any of these conditions are not met, the Net Proceeds will be promptly applied to the payment of the Obligations. Except as set forth above, in the event described in Section 8.1 hereof to be deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall be paid directly are to Company. All Net Proceeds from insurance shall be applied in one or more to the restoration of the Improvements, each of the following ways as shall conditions must also be elected by Company in a written notice of the Authorized Company Representative to Issuer met and Trusteecomplied with: (a) To An escrow account shall have been established with the prompt repairBeneficiary composed of Net Proceeds, restorationand, modificationif necessary, or improvement additional deposits made by the Grantors, which, in the reasonable judgment of the Mortgaged Beneficiary, is sufficient to restore the Property by Companyto its use, value and condition immediately prior to the Casualty or Condemnation. The Beneficiary shall be entitled, at the expense of the Grantors, to consult such professionals as the Beneficiary may deem necessary, in its reasonable discretion, to determine the total costs of restoring the Property. No interest will be paid on funds in the escrow account. The Grantors hereby assign to, and Issuer does hereby authorize grant the Beneficiary a security interest in, such escrow account and direct Trustee the funds therein to make disbursements from such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt of a requisition acceptable to Trustee signed by an Authorized Company Representative stating with respect to each disbursement to be made: (1) secure the requisition number, (2) the name payment and address performance of the person, firm, or corporation to whom payment is due, (3) the amount to be disbursed, and (4) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund, and has not been the basis of any previous disbursement. Any balance of the Net Proceeds remaining after such work has been completed shall be transferred to the Bond Fund to be applied to the payment of principal of and premium, if any, and interest on the Bonds, or, if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan Agreement), any balance remaining in such separate trust fund shall be paid to CompanyObligations. (b) To redemption of the Bonds on the next succeeding Interest Payment Date The Beneficiary is satisfied that income under any Leases then in place, or from such other sources as specified in a written notice by the Authorized Company Representative to Trustee; provided, that no part of the Net Proceeds may be applied for such redemption unless (1) acceptable to the Beneficiary, is sufficient to pay all of the Bonds Obligations when and as the same are to be redeemed in accordance with the Indenture upon prepayment of the amounts payable hereunder or (2) in the event that less than all of the Bonds are to be redeemed, Company shall furnish to Issuer due and Trustee a certificate of the Authorized Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property that was damaged or destroyed by such casualty is not essential to the use or possession of the Mortgaged Property by Company or (ii) the Mortgaged Property has been repaired, restored, modified, or improved to operate as designedpayable.

Application of Net Proceeds. Prior The Borrower shall be entitled to the Completion DateNet Proceeds, Issuerif any, Trustee, and Company will cause the Net Proceeds of any insurance or condemnation awards resulting from any events described in Section 8.1 hereof to be deposited in the Construction Fund and to be disbursed therefrom to pay damage, destruction or reimburse the Company for any Cost condemnation of the Project or any portion thereof for application as provided in Article V of this Loan Agreement Section and in the Indenture. Subsequent to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any such event described in Section 8.1 hereof to be deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall be paid directly to CompanyReimbursement Agreement. All Net Proceeds from insurance shall be deposited by the Borrower in an escrow account with the Bank pursuant to the Reimbursement Agreement and shall be applied in one or more of the following ways as shall be elected at the election of the Borrower, with the written consent of the Bank, by Company in a written notice of to the Authorized Company Representative to Issuer and the Trustee: (a) To the The prompt repair, restoration, modificationrelocation, modification or improvement of the Mortgaged Property by Companydamaged, destroyed or condemned portion of the Project to enable such portion of the Project to accomplish at least the same function as such portion of the Project was designed to accomplish prior to such damage or destruction or exercise of such power of eminent domain. If the Borrower elects to proceed as provided in this subsection (a), it shall give the Issuer and the Trustee written notice thereof, and Issuer does hereby authorize and direct Trustee to make disbursements from such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt of a requisition acceptable to Trustee signed by an Authorized Company Representative stating with respect to each disbursement to be made: (1) the requisition number, (2) the name and address evidence of the personBank’s written consent, firm, or corporation to whom payment is due, (3) within 90 days of the amount to be disbursed, and (4) that each obligation mentioned therein has been properly incurred, is a proper charge against deposit of the separate trust fund, and has not been Net Proceeds with the basis of any previous disbursementBank. Any balance of the Net Proceeds remaining after such work has been completed shall be transferred to deposited in the Bond Revenue Fund to be applied applied, with the written consent of the Bank, to the payment of principal of and premium, if any, and interest on the Bonds, or, if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan AgreementIndenture), any balance remaining in such separate trust fund the Revenue Fund shall be paid to Companyin accordance with the requirements of Section 10.04 of the Indenture. (b) To The prepayment of all or a portion of the Loan in accordance with Article VIII hereof and redemption of Bonds. If the Bonds on Borrower fails to give the next succeeding Interest Payment Date as specified in a notice and evidence of the Bank’s written notice consent required by Section 6.02(a) above within 90 days of the Authorized Company Representative to Trustee; provided, that no part deposit of the Net Proceeds may with the Bank, the Borrower shall be applied for such redemption unless (1) deemed to have elected to apply the Net Proceeds to the prepayment of all or a portion of the Bonds are to be redeemed Loan as provided in this subsection (b) in accordance with Section 8.02(a) hereof, the Indenture upon prepayment of Bank shall be deemed to have consented to such application, and the amounts payable hereunder or (2) in the event that less than all of the Bonds are to be redeemed, Company shall furnish to Issuer and the Trustee a certificate shall be deemed to have received written notice thereof for purposes of the Authorized Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property that was damaged or destroyed by such casualty is not essential to the use or possession of the Mortgaged Property by Company or (ii) the Mortgaged Property has been repaired, restored, modified, or improved to operate as designedthis Section.

Application of Net Proceeds. Prior to the Completion Date, Issuer, Trustee, and Company will cause the (a) The Net Proceeds of any insurance award resulting from any events described in Section 8.1 hereof damage to be deposited in the Construction Fund and to be disbursed therefrom to pay or reimburse the Company for destruction of any Cost portion of the Project Property or any portion thereof by fire or other casualty, as provided in Article V of this Loan Agreement and the Indenture. Subsequent to the Completion Dateapplicable, Issuer, Trustee, and Company will cause the Net Proceeds of any title insurance award, or of any eminent domain or condemnation award resulting from any such event described in Section 8.1 9.01 hereof shall be deposited with the Lender, who shall determine the application of such proceeds; provided, however, that if no Event of Default has occurred and is continuing under the Loan Documents, the Lender shall release to Borrower without further limitations all insurance awards of up to $100,000 received on behalf of Borrower. The Borrower, except as provided below, shall cause the proceeds of insurance or eminent domain or condemnation awards with respect to the Property to be deposited in a separate trust fundutilized for the repair, provided reconstruction, or replacement of the damaged or destroyed portion of the Property. Provided that Net Proceeds no Event of Default has occurred and is continuing under the Loan Documents, the Lender shall permit withdrawals from time to time of the proceeds received by Lender upon receiving the written request of Borrower, stating that Borrower has expended moneys or incurred liabilities in an amount less than $100,000 shall equal to the amount therein requested to be paid directly over to Company. All Net Proceeds from insurance shall be applied in one or more it for the purpose of the following ways as shall be elected by Company in a written notice of the Authorized Company Representative to Issuer and Trustee: (a) To the prompt repair, restoration, modification, reconstruction or improvement of the Mortgaged Property by Companyreplacement, and Issuer does hereby authorize specifying the items for which such moneys were expended or such liabilities were incurred. If no Event of Default has occurred and direct Trustee to make disbursements from such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt of a requisition acceptable to Trustee signed by an Authorized Company Representative stating with respect to each disbursement to be made: (1) is continuing under the requisition numberLoan Documents, (2) the name and address of the person, firm, or corporation to whom payment is due, (3) the amount to be disbursed, and (4) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund, and has not been the basis of any previous disbursement. Any balance of the Net Proceeds remaining after such work has been completed not required for the repair, reconstruction, or replacement thereof shall be transferred released by Lender to the Bond Fund to be applied to Borrower. If an Event of Default has occurred and is continuing under the payment of principal of and premiumLoan Documents, if any, and interest on the Bonds, or, if Lender may determine the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions application of the Indenture and this Loan Agreement), Net Proceeds in any balance remaining order or priority elected by the Lender in such separate trust fund shall be paid to Companyits sole discretion. (b) To redemption Alternatively, Borrower, at its option, and if the proceeds of such insurance or eminent domain or condemnation awards together with any other moneys then available are at least sufficient to prepay the Borrower Loans in full pursuant to Section 4.08(b) hereof, may elect not to repair, reconstruct, or replace the damaged or destroyed portion of the Bonds on Property, as applicable, and thereupon shall cause the next succeeding Interest Payment Date as specified in a written notice by the Authorized Company Representative to Trustee; provided, that no part of the Net Proceeds may be applied for such redemption unless (1) all of the Bonds are proceeds to be redeemed in accordance with used for the Indenture upon prepayment of the amounts payable hereunder or (2) Borrower Loans in full, but not in part. With the event that less than all written consent of the Bonds are Lender, the Borrower may elect not to repair, reconstruct or replace the damaged, destroyed, lost or taken Property and shall apply such proceeds to prepay the Borrower Loans in part. (c) There shall be redeemedno abatement of Payments during any period in which, Company shall furnish to Issuer by reason of damage or destruction, there is substantial interference with the use and Trustee a certificate occupancy by the Borrower of the Authorized Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property that was damaged or destroyed by such casualty is not essential to the use or possession of the Mortgaged Property by Company or (ii) the Mortgaged Property has been repaired, restored, modified, or improved to operate as designedany portion thereof.

Application of Net Proceeds. Prior to the Completion Date, Issuer, Trustee, and Company will cause (a) The Trustee shall disburse moneys in the Net Proceeds of any insurance resulting from any events described in Section 8.1 hereof Fund to be deposited the person, firm or corporation named in the Construction Fund and to be disbursed therefrom to pay or reimburse the Company for any Cost requisition as authorized by Section 6.02 of the Project as provided in Article V of this Loan Master Trust Agreement and the Indenture. Subsequent to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any such event described in Section 8.1 hereof to be deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall be paid directly to Company. All Net Proceeds from insurance shall be applied in one repair or more of the following ways as shall be elected by Company in a written notice of the Authorized Company Representative to Issuer and Trustee: (a) To the prompt repair, restoration, modification, or improvement of replace the Mortgaged Property by Companyto a condition substantially similar to its condition prior to the loss, and Issuer does hereby authorize and direct Trustee casualty or other event giving rise to make disbursements from such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt of a such Net Proceeds. The County Representative must state in the requisition acceptable to Trustee signed by an Authorized Company Representative stating with respect to each disbursement payment to be made: made (1i) the requisition number, (2ii) the name and address of the person, firm, firm or corporation to whom payment is due, (3iii) the amount to be disbursed, paid and (4iv) that each obligation mentioned therein relates to a capital cost, has been properly incurred, is a proper charge against the separate trust fundNet Proceeds Fund, and has not been the basis of any previous disbursementwithdrawal, and specifying in reasonable detail the nature of the obligation, accompanied by a ▇▇▇▇ or a statement of account for such obligation. Any balance of the Net Proceeds remaining after such work replacement or repair has been completed shall be transferred to the Bond Installment Payment Fund to be and applied to make Installment Payments as the same become due. After payment of principal of and premium, if any, and interest on the Bonds, or, if the Bonds have been fully paid (or provision for payment thereof has been made of all Notes Outstanding as provided in accordance with the provisions Section 6.02 of the Indenture and this Loan Master Trust Agreement), any balance remaining in such separate trust fund of Net Proceeds shall be paid to Companythe County. (b) To redemption of the Bonds on the next succeeding Interest Payment Date as specified in a written notice by the Authorized Company Representative to Trustee; provided, that no part of [Reserved] (c) The Trustee shall apply the Net Proceeds may be applied for such redemption unless (1) all of and any other funds made available by the Bonds are to be redeemed in accordance with the Indenture upon prepayment of the amounts payable hereunder or (2) County in the event that less than all of County’s discretion to the Bonds are to be redeemed, Company shall furnish to Issuer replacement and Trustee a certificate of the Authorized Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part repair of the Mortgaged Property with such changes as may be necessary to cause the replacement and repair to be made from the funds available therefor; provided, however, that was damaged or destroyed by such casualty is not essential to the no change may be made that would result in a use or possession of the Mortgaged Property by Company or (ii) different from that which existed prior to the Mortgaged Property has been repairedevent giving rise to the receipt of Net Proceeds. If Net Proceeds are applied for such purpose, restored, modified, or improved to operate as designedmoneys shall be disbursed from the Net Proceeds Fund in the manner provided in Section 6.2(a).

Application of Net Proceeds. Prior to the Completion Date, Issuer, Trustee, and Company will cause the The Net Proceeds of any insurance proceeds or condemnation award resulting from any events described in Section 8.1 hereof to be deposited in the Construction Fund and to be disbursed therefrom to pay or reimburse the Company for any Cost of the Project as provided in Article V of this Loan Agreement and the Indenture. Subsequent to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any such event described in Section 8.1 6.1 hereof to shall be immediately deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall fund to be paid directly to Companyheld by the Trustee. All Net Proceeds from insurance so deposited shall be applied in one or more of the following ways as shall be elected by the Company in a written notice to the Trustee, which notice shall be received by the Trustee within 60 days after the receipt by the company or the Trustee, as the case may be, of the Authorized Company Representative to Issuer and TrusteeNet Proceeds: (a) To the prompt repair, restoration, modification, modification or improvement of the Mortgaged Property by CompanyProject Facility, and the Issuer does hereby authorize has, in the Indenture, authorized and direct directed the Trustee to make disbursements from such separate trust fund for such purposes or to reimburse Company for costs paid purposes. Such disbursements shall be made by it in connection therewith the Trustee only upon receipt of a requisition acceptable to Trustee signed by an Authorized Company Representative stating with respect to each disbursement to be made: (1) the requisition number, (2) the name and address of the person, firm, or corporation to whom payment is due, (3) the amount to be disbursed, and (4) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund, and has not been the basis of any previous disbursementRequisitions therefor. Any balance of the Net Proceeds remaining after such work has been completed shall be transferred to into the Bond Fund fund to be applied to the payment in accordance with subsection (b) of principal of and premiumthis Section, if any, and interest on the Bonds, or, or if the Bonds have been fully paid (or provision provisions for payment thereof has been made in accordance with the provisions of the Indenture and this Loan AgreementIndenture), any balance remaining in such separate trust fund shall be paid to Companyin accordance with Section 6.11 of the Indenture. (b) To the redemption at par of the Bonds and the Series H Bonds, pro rata in proportion to their respective then outstanding principal balances, on the next succeeding Interest Payment Date earliest practicable redemption date as specified in a written notice by the Authorized Company Representative to the Trustee; provided, provided that no part of the such Net Proceeds may be applied for such redemption unless (1) all of the Bonds are to be redeemed in accordance with the Indenture upon prepayment termination of the amounts payable hereunder this Agreement pursuant to clauses (A) or (B) of Article X hereof or (2) in the event that less than all of the Bonds are to be redeemed, the Company shall furnish to Issuer and the Trustee a certificate of the Authorized a Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property Project Facility that was damaged or destroyed by such casualty or was taken by such condemnation proceedings is not essential to the use use, operation or possession of the Mortgaged Property Project by the Company or (ii) the Mortgaged Property Project Facility has been repaired, restored, modified, modified or improved to operate as designed. (c) If the Company elects to repair, restore, modify or improve the Project Facility or pay the cost thereof and fails to do so diligently, the Issuer or the Trustee may (but shall be under no obligation to) do so on behalf of the Company and recover the reasonable costs thereof from the company, less the amount, if any, collected from Net Proceeds on account of such costs. No such payment by the Trustee or the Issuer shall affect or impair any rights of the Issuer hereunder or of the Trustee or the Owners under the Indenture arising as a result of such failure by the Company. (d) If the Company fails to give the notice required under subsection (a) of this Section within the specified time period, the Issuer or the Trustee, upon notice to the other and to the Company, may direct the Company to take either of the actions therein described and the Company shall be obligated to take such action. (e) Notwithstanding the foregoing the Net Proceeds from a certain action pending in the Superior Court of New Jersey Law Division, Camden County, Docket No. L-8037-90, and entitled "State of New Jersey, by the Commissioner of Transportation, Plaintiff ▇. ▇▇▇▇ Hauling and Warehousing System, Inc., a corporation of Pennsylvania, et al., Defendants" shall be paid directly to the Company and shall not be subject to the provisions of Paragraphs (a) through (d) of this Section 6.2.

Application of Net Proceeds. Prior to the Completion Date, Issuer, Trustee, and Company will cause the (a) The Net Proceeds of any insurance award resulting from any events described in Section 8.1 hereof damage to be deposited in the Construction Fund and to be disbursed therefrom to pay or reimburse the Company for destruction of any Cost portion of the Project Property or any portion thereof by fire or other casualty, as provided in Article V of this Loan Agreement and the Indenture. Subsequent to the Completion Dateapplicable, Issuer, Trustee, and Company will cause the Net Proceeds of any title insurance award, or of any eminent domain or condemnation award resulting from any such event described in Section 8.1 9.01 hereof shall be deposited with the Lender, who shall determine the application of such proceeds; provided, however, that if no Event of Default has occurred and is continuing under the Loan Documents, the Lender shall release to Borrower without further limitations all insurance awards of up to $250,000 received on behalf of Borrower. The Borrower, except as provided below, shall cause the proceeds of insurance or eminent domain or condemnation awards with respect to the Property to be deposited in a separate trust fundutilized for the repair, provided reconstruction, or replacement of the damaged or destroyed portion of the Property. Provided that Net Proceeds no Event of Default has occurred and is continuing under the Loan Documents, the Lender shall permit withdrawals from time to time of the proceeds received by Lender upon receiving the written request of Borrower, stating that Borrower has expended moneys or incurred liabilities in an amount less than $100,000 shall equal to the amount therein requested to be paid directly over to Company. All Net Proceeds from insurance shall be applied in one or more it for the purpose of the following ways as shall be elected by Company in a written notice of the Authorized Company Representative to Issuer and Trustee: (a) To the prompt repair, restoration, modification, reconstruction or improvement of the Mortgaged Property by Companyreplacement, and Issuer does hereby authorize specifying the items for which such moneys were expended or such liabilities were incurred. If no Event of Default has occurred and direct Trustee to make disbursements from such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt of a requisition acceptable to Trustee signed by an Authorized Company Representative stating with respect to each disbursement to be made: (1) is continuing under the requisition numberLoan Documents, (2) the name and address of the person, firm, or corporation to whom payment is due, (3) the amount to be disbursed, and (4) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund, and has not been the basis of any previous disbursement. Any balance of the Net Proceeds remaining after such work has been completed not required for the repair, reconstruction, or replacement thereof shall be transferred released by Lender to the Bond Fund to be applied to Borrower. If an Event of Default has occurred and is continuing under the payment of principal of and premiumLoan Documents, if any, and interest on the Bonds, or, if Lender may determine the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions application of the Indenture and this Loan Agreement), Net Proceeds in any balance remaining order or priority elected by the Lender in such separate trust fund shall be paid to Companyits sole discretion. (b) To redemption Alternatively, Borrower, at its option, and if the proceeds of such insurance or eminent domain or condemnation awards together with any other moneys then available are at least sufficient to prepay the Borrower Loan in full pursuant to Section 4.08(b) hereof, may elect not to repair, reconstruct, or replace the damaged or destroyed portion of the Bonds on Property, as applicable, and thereupon shall cause the next succeeding Interest Payment Date as specified in a written notice by the Authorized Company Representative to Trustee; provided, that no part of the Net Proceeds may be applied for such redemption unless (1) all of the Bonds are proceeds to be redeemed in accordance with used for the Indenture upon prepayment of the amounts payable hereunder or (2) Borrower Loan in full, but not in part. With the event that less than all written consent of the Bonds are Lender, the Borrower may elect not to repair, reconstruct or replace the damaged, destroyed, lost or taken Property and shall apply such proceeds to prepay the Borrower Loan in part. (c) There shall be redeemedno abatement of Payments during any period in which, Company shall furnish to Issuer by reason of damage or destruction, there is substantial interference with the use and Trustee a certificate occupancy by the Borrower of the Authorized Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property that was damaged or destroyed by such casualty is not essential to the use or possession of the Mortgaged Property by Company or (ii) the Mortgaged Property has been repaired, restored, modified, or improved to operate as designedany portion thereof.

Application of Net Proceeds. Prior Unless the City shall have elected to exercise its option to terminate the Agreement Term under Section 10.1 and shall have purchased the Project pursuant to Section 10.2, if prior to payment in full of the Bonds the Project is damaged by fire or other casualty to such extent that the claim for loss (including any deductible amount pertaining thereto) resulting from such damage is not greater than $300,000, the City, or the Issuer at the City’s direction, (a) shall promptly replace, repair, rebuild or restore the property damaged to substantially the same condition as it existed prior to the Completion Dateevent causing such damage, Issuerwith such changes, alterations and modifications (including the substitution and addition of other property) as may be desired by the City and as will not impair the operating unity or productive capacity of the Project or change the character of the Project to such an extent that its ownership by the Issuer would not be permitted under the laws pursuant to which the Issuer exists, and (b) shall apply for such purpose so much as may be necessary of any Net Proceeds of insurance resulting from claims for such losses, as well as any additional moneys of the City necessary therefor. All Net Proceeds of insurance resulting from claims for such losses not in excess of the amount hereinabove specified in this paragraph and not used to pay expenses incurred under (a) above shall be paid into the Bond Fund. If payment in full of the Bonds has been made, all Net Proceeds shall be paid to the City. Unless the City shall have elected to exercise its option to terminate the Agreement Term under Section 10.1 and shall have purchased the Project pursuant to Section 10.2, if prior to payment in full of the Bonds the Project are destroyed (in whole or in part) or is damaged by fire or other casualty to such extent that the claim for loss resulting from such destruction or damage is in excess of the amount hereinabove specified, the City shall promptly give written notice thereof to the Trustee. In such an event all Net Proceeds of insurance resulting from claims for such losses shall be paid to and held by the Trustee in a trust account and invested in securities of the type referred to in Section 6.01 of the Indenture, whereupon (i) the City, or the Issuer at the City’s direction, shall proceed promptly to replace, repair, rebuild or restore the property damaged or destroyed to substantially the same condition as it existed prior to the event causing such damage or destruction, with such changes, alterations and Company modifications (including the substitution and addition of other property) as may be desired by the City and as will cause not impair operating unity or productive capacity of the Project or change the character of the Project to such an extent that its ownership by the Issuer would not be permitted under the laws pursuant to which the Issuer then exists, and (ii) the Trustee shall apply so much as may be necessary of the Net Proceeds of any such insurance resulting from any events to the payment of the costs of such replacement, repair, rebuilding or restoration, either on completion thereof or as the work progresses, as directed by the City. Each such direction of the City shall be accompanied by a certificate of an architect or engineer (who shall be selected by the City and satisfactory to the Issuer) in charge of the replacement, repair, rebuilding or restoration, dated not more than thirty (30) days prior to such direction, setting forth in substance that (A) the sum then directed to be applied either has been paid by the City, or is justly due, to contractors, subcontractors, materialmen, engineers, architects or other persons who shall have rendered services or furnished materials or improvements for the replacement, repair, rebuilding or restoration therein specified; the names of such persons; a brief description of such services or materials or improvements and the several amounts so paid or due to each of such persons; and a statement that none of the costs of the services or materials or improvements described in Section 8.1 hereof such certificate has been or is being made the basis, in any previous or then pending direction, for payment under this Section, and that the sum then directed to be deposited applied does not exceed the value of the services or materials or improvements described in the Construction Fund and certificate, and (B) except for the-amount, if any, stated (pursuant to (A) preceding) in such certificate to be disbursed therefrom to pay due for services or reimburse the Company for materials or improvements, there is not outstanding any Cost of the Project as provided in Article V of this Loan Agreement and the Indenture. Subsequent indebtedness known to the Completion Datepersons signing such certificate which is then due for labor, Issuerservices, Trusteematerial, and Company will cause supplies and/or equipment in connection with the Net Proceeds of any insurance resulting from any such event described in Section 8.1 hereof to be deposited in a separate trust fundreplacement, provided that Net Proceeds in an amount less than $100,000 shall be paid directly to Company. All Net Proceeds from insurance shall be applied in one or more of the following ways as shall be elected by Company in a written notice of the Authorized Company Representative to Issuer and Trustee: (a) To the prompt repair, restorationrebuilding or restoration which, modificationif unpaid, or improvement of the Mortgaged Property by Company, and Issuer does hereby authorize and direct Trustee to make disbursements from such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt of a requisition acceptable to Trustee signed by an Authorized Company Representative stating with respect to each disbursement to be made: (1) the requisition number, (2) the name and address of the person, firm, or corporation to whom payment is due, (3) the amount to be disbursed, and (4) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund, and has not been might become the basis of liens of mechanics, materialmen, suppliers and vendors, or other similar liens (other than those being contested in good faith as permitted in Section 5.4) upon the Project or any previous disbursementpart thereof. The Trustee may conclusively rely upon such direction and shall have no liability or responsibility for payments made pursuant to this Section in reliance thereon. If said Net Proceeds are not sufficient to pay in full the costs of such replacement, repair, rebuilding or restoration, the City shall nonetheless complete the same and shall pay that portion of the costs thereof in excess of the amount of said Net Proceeds or shall advance to the Issuer and the Trustee the moneys necessary to complete said work, in which case the Issuer shall proceed so to complete the work. The City shall not, by reason of the payment of such excess costs (whether by direct payment thereof or advances to the Issuer or Trustee), be entitled to any reimbursement from the Issuer or any diminution in or postponement or abatement of the amounts payable under Section 5.2. Any balance of the said Net Proceeds remaining after payment of all the costs of such work replacement, repair, rebuilding or restoration shall be paid into the Bond Fund. If payment in full of the Bonds has been completed shall be transferred to the Bond Fund to be applied to the payment of principal of and premiummade, if any, and interest on the Bonds, or, if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan Agreement), any balance remaining in such separate trust fund all Net Proceeds shall be paid to Companythe City. (b) To redemption of the Bonds on the next succeeding Interest Payment Date as specified in a written notice by the Authorized Company Representative to Trustee; provided, that no part of the Net Proceeds may be applied for such redemption unless (1) all of the Bonds are to be redeemed in accordance with the Indenture upon prepayment of the amounts payable hereunder or (2) in the event that less than all of the Bonds are to be redeemed, Company shall furnish to Issuer and Trustee a certificate of the Authorized Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property that was damaged or destroyed by such casualty is not essential to the use or possession of the Mortgaged Property by Company or (ii) the Mortgaged Property has been repaired, restored, modified, or improved to operate as designed.

Application of Net Proceeds. Prior to the Completion Date, Issuer, Trustee, and Company will cause the (a) The Net Proceeds of any insurance award resulting from any events described in Section 8.1 hereof damage to be deposited in the Construction Fund and to be disbursed therefrom to pay or reimburse the Company for destruction of any Cost portion of the Project Facility by fire or other casualty, as provided in Article V of this Loan Agreement and the Indenture. Subsequent to the Completion Dateapplicable, Issuer, Trustee, and Company will cause the Net Proceeds of any title insurance award, or of any eminent domain award resulting from any such event described in Section 8.1 9.01 hereof shall be deposited with Lender, who shall apply such Net Proceeds as provided in Section 9.01 hereof or as set forth below; provided, however, that if no Event of Default has occurred and is continuing under the Loan Documents, Lender shall release to Borrower without further limitations all insurance awards of up to $ received on behalf of Borrower in the normal course of business. Borrower, except as provided below, shall cause the proceeds of such insurance to be deposited in a separate trust fundutilized for the repair, provided reconstruction, or replacement of the damaged or destroyed portion of the Facility. Provided that no Default or Event of Default has occurred and is continuing under the Loan Documents, Lender shall permit withdrawals of the Net Proceeds from time to time upon receiving the written request of Borrower, stating that Borrower has expended moneys or incurred liabilities in an amount less than $100,000 shall equal to the amount therein requested to be paid directly over to Company. All Net Proceeds from insurance shall be applied in one it for the purpose of repair, reconstruction or more replacement of the following ways as shall be elected Facility damaged, destroyed, lost or taken by Company in a written notice of the Authorized Company Representative to Issuer and Trustee: (a) To the prompt repair, restoration, modification, or improvement of the Mortgaged Property by Companyeminent domain, and Issuer does hereby authorize and direct Trustee to make disbursements from specifying the items for which such separate fund for moneys were expended or such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt of a requisition acceptable to Trustee signed by an Authorized Company Representative stating with respect to each disbursement to be made: (1) the requisition number, (2) the name and address of the person, firm, or corporation to whom payment is due, (3) the amount to be disbursed, and (4) that each obligation mentioned therein has been properly liabilities were incurred, is a proper charge against the separate trust fund, and has not been the basis of any previous disbursement. Any balance of the Net Proceeds remaining after required to be used for repayment of the Loan or not required for such work has been completed repair, reconstruction, or replacement shall be transferred applied by Lender as provided in Section 4.08 hereof. If an Event of Default has occurred and is continuing hereunder, Lender may apply any such proceeds to Borrower’s obligations under the Bond Fund to be applied to the payment Loan Documents in any order of principal of and premium, if any, and interest on the Bonds, or, if the Bonds have been fully paid (or provision for payment thereof has been made priority elected by Lender in accordance with the provisions of the Indenture and this Loan Agreement), any balance remaining in such separate trust fund shall be paid to Companyits sole discretion. (b) To redemption of the Bonds on the next succeeding Interest Payment Date as specified in a written notice by the Authorized Company Representative to Trustee; provided, that no part of the Net Proceeds may be applied for such redemption unless (1) all of the Bonds are to be redeemed in accordance with the Indenture upon prepayment of the amounts payable hereunder or (2) in the event that less than all of the Bonds are to be redeemed, Company shall furnish to Issuer and Trustee a certificate of the Authorized Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property that was damaged or destroyed by such casualty is not essential to the use or possession of the Mortgaged Property by Company or (ii) the Mortgaged Property has been repaired, restored, modified, or improved to operate as designed.

Application of Net Proceeds. Prior to the Completion Date, Issuer, Trustee, and Company will cause the All Net Proceeds of any insurance proceeds resulting from any events described in Section 8.1 hereof to be deposited in the Construction Fund and to be disbursed therefrom to pay or reimburse the Company for any Cost of the Project as provided in Article V of this Loan Agreement and the Indenture. Subsequent to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any such event described in Section 8.1 hereof to be deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall be paid directly to Company. All Net Proceeds from insurance 7.1 shall be applied in one or more of the following ways as shall be elected by the Company in a written notice of to the Authorized Company Representative to Issuer and the Bond Trustee: (a) To the prompt repair, restoration, modification, or improvement of the Mortgaged Property Project by the Company, and the Issuer does hereby authorize and direct the Bond Trustee to make disbursements from such separate fund for such purposes or to reimburse the Company for costs paid by it in connection therewith upon receipt of a requisition acceptable to the Bond Trustee signed in the name of the Company or Acxiom by an Authorized any Officer thereof or any other person or persons as may be designated and authorized in writing to sign for the Company Representative or Acxiom and forwarded to the Bond Trustee, stating with respect to each disbursement to be made: (1) the requisition number, (2) the name and address of the person, firm, or corporation to whom payment is due, (3) the amount to be disbursed, and (4) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund, and has not been the basis of any previous disbursement. Any balance of the Net Proceeds remaining after such work has been completed shall be transferred paid to the Bond Fund to be applied to the payment of principal of and premium, if any, and interest on the Bonds, or, if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan Agreement), any balance remaining in such separate trust fund shall be paid to Company. (b) To the redemption of the Bonds on the next succeeding Interest Payment Date interest payment date as specified in a written notice by the Authorized Company Representative to the Bond Trustee; provided, that no part of the Net Proceeds may be applied for such redemption unless (1) all of the Bonds are to be redeemed in accordance with the Indenture upon prepayment of the amounts payable hereunder pursuant to Section 11.2(a) or (2) in the event that less than all of the Bonds are to be redeemed, the Company shall furnish to the Issuer and the Bond Trustee a certificate an Officer's Certificate of the Authorized Company Representative acceptable to the Issuer and the Bond Trustee stating that (i) the property forming the part of the Mortgaged Property Project that was damaged or destroyed by such casualty is not essential to the use or possession of the Mortgaged Property Project by the Company or (ii) the Mortgaged Property Project has been repaired, restored, modified, or improved to operate as designed. (c) If the Series 2000-B Bonds have been fully paid or cancelled, as the Company shall otherwise direct.

Application of Net Proceeds. Prior to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any events described in Section 8.1 hereof to be deposited in the Construction Fund and to be disbursed therefrom to pay or reimburse the Company for any Cost of the Project as provided in Article V of this Loan Agreement and the Indenture. Subsequent to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any such event described in Section 8.1 hereof to be deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall be paid directly to Company. All Net Proceeds from insurance shall be applied in one or more of the following ways as shall be elected by Company in a written notice of the Authorized Company Representative to Issuer and Trustee: (a) To Net Proceeds must be applied to either the prompt repair, payment of the Obligations or to the restoration, modification, repair or improvement replacement of the Mortgaged Property by CompanyEquipment or other Fixed or Capital Asset which gave rise to the Net Proceeds. (b) In the event that, and Issuer does hereby authorize and direct Trustee to make disbursements from such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt of a requisition acceptable to Trustee signed by an Authorized Company Representative stating with respect to each disbursement to be made: (1) the requisition numberextent that, (2) the name and address of the person, firm, or corporation to whom payment is due, (3) the amount to be disbursed, and (4) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund, and has not been the basis of any previous disbursement. Any balance of the Net Proceeds remaining after such work has been completed shall be transferred to the Bond Fund are to be applied to the payment restoration or repair of principal a Fixed or Capital Asset subject to the Lien of the Mortgage or other Financing Document encumbering real property, the Borrower shall so notify the Lender and premium, if anythe restoration or repair shall be subject to the conditions contained in Section 4.4 of the Mortgage. (c) In the event that, and interest on to the Bondsextent that, orNet Proceeds are to be applied to the replacement, if restoration or repair of Equipment or other Fixed or Capital Assets, or the Bonds have been fully paid replacement of Equipment or other Fixed or Capital Assets, the Borrower shall so notify the Lender, such replacement, restoration or repair shall be promptly undertaken, diligently pursued and, to the extent reasonably practicable, completed no later than one (1) year following a Borrower's receipt of such Net Proceeds. Until so used, such Net Proceeds shall be applied to and reserved against future advances under, the Revolving Loan. (d) In the event that, and to the extent that, Net Proceeds are not used as provided in subparagraphs (b) or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan Agreement)(c) above, any balance remaining in such separate trust fund unused Net Proceeds shall be paid to Companythe Lender and applied by the Lender to, or held as additional security for, the Obligations. (be) To redemption of Notwithstanding the Bonds on the next succeeding Interest Payment Date as specified in a written notice by the Authorized Company Representative to Trustee; providedforegoing, that no part of the Net Proceeds may be applied for such redemption unless (1) all of the Bonds are to be redeemed in accordance with the Indenture upon prepayment of the amounts payable hereunder or (2) in the event the Lender reasonably determines that less than all a Casualty or Condemnation could reasonably be expected to result in an Event of Default under Section 6.1.15 of this Agreement, the Bonds are to Lender shall so notify the Borrower and five (5) Business Days thereafter Net Proceeds shall be redeemed, Company shall furnish to Issuer and Trustee a certificate of the Authorized Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property that was damaged or destroyed by such casualty is not essential to the use or possession of the Mortgaged Property by Company or (ii) the Mortgaged Property has been repaired, restored, modifiedapplied to, or improved held as additional security for, the Obligations in such order and manner of application as the Lender may from time to operate as designedtime in its sole and absolute discretion determine.

Application of Net Proceeds. Prior to the Completion Date, Issuer, Trustee, and Company will cause the (a) The Net Proceeds of any insurance award resulting from any events described in Section 8.1 hereof damage to or destruction of any Leased Property by fire or other casualty shall be deposited in the Construction Insurance and Condemnation Fund and created pursuant to be disbursed therefrom to pay or reimburse the Company for any Cost Article VII of the Project as provided in Article V of this Loan Trust Agreement and promptly upon receipt thereof and, if the Indenture. Subsequent to Lessee determines, within 45 days following such deposit, that the Completion Datereplacement, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any such event described in Section 8.1 hereof to be deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall be paid directly to Company. All Net Proceeds from insurance shall be applied in one or more of the following ways as shall be elected by Company in a written notice of the Authorized Company Representative to Issuer and Trustee: (a) To the prompt repair, restoration, modificationmodification or improvement of such Leased Property is not economically feasible (e.g., the Net Proceeds together with any additional funds from other available sources are insufficient therefor) or is not in the best interest of the Lessee, then, upon receipt of written notice of such determination by the Lessee Representative, such Net Proceeds shall be promptly transferred to the Lease Payment Fund and applied as provided in Section 10.3 hereof; provided, however, in the event of damage or destruction of the Leased Property in full, such Net Proceeds may be transferred to the Lease Payment Fund to be applied as provided in Section 10.3 hereof only if sufficient, together with other moneys available therefor, to cause the prepayment of all Outstanding Certificates; provided further, however, if the Net Proceeds are not sufficient to cause the prepayment of all Outstanding Certificates, the Lessee shall have an option to purchase the Leased Property for a price representing the difference between the amount of Net Proceeds received and available for transfer to the Lease Payment Fund and the amount required to redeem all Outstanding Certificates. If the Lessee exercises its option to purchase the Leased Property as described in the preceding sentence, the proceeds from said sale and the Net Proceeds shall then be deposited in the Lease Payment Fund and applied as provided in Section 10.3 hereof. Except in the event of damage or destruction of the Leased Property in full, all Net Proceeds deposited in the Insurance and Condemnation Fund and not so transferred to the Lease Payment Fund shall be applied to the prompt replacement, repair, restoration, modification or improvement of the Mortgaged Leased Property by Companythe Lessee, and Issuer does hereby authorize and direct Trustee to make disbursements from such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt of a requisition acceptable to Trustee signed by an Authorized Company the Lessee Representative stating with respect to each disbursement payment to be made: made (1i) the requisition number, (2ii) the name and address of the person, firm, firm or corporation to whom payment is due, (3iii) the amount to be disbursedpaid, and (4iv) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fundInsurance and Condemnation Fund, and has not been the basis of any previous disbursementwithdrawal, and specifying in reasonable detail the nature of the obligation, accompanied by a ▇▇▇▇ or a statement of account for such obligation. Any balance of the Net Proceeds remaining in the Insurance and Condemnation Fund because (A) the Leased Property was damaged or destroyed in full and the Net Proceeds, together with other available moneys, were insufficient to cause the prepayment of all Outstanding Certificates, or (B) after such all work to replace, repair, restore, modify or improve the Leased Property has been completed completed, shall be transferred to deposited in the Bond Lease Payment Fund to be and applied to the payment of principal of and premium, if any, and interest on the Bonds, or, if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan Agreement), any balance remaining in such separate trust fund shall be paid to Companytoward subsequent Lease Payments. (b) To redemption The Net Proceeds of any eminent domain award resulting from any event described in Section 6.1 hereof shall be deposited in the Insurance and Condemnation Fund to be held and applied pursuant to Section 7.2 of the Bonds on Trust Agreement. (c) The parties hereto agree that the next succeeding Interest Payment Date as specified provisions of this Section 6.2 are not intended and shall not be construed in a written notice any way to apply to the proceeds of any insurance or condemnation award less than or equal to $25,000. Such proceeds shall be paid to the Lessee and applied by the Authorized Company Representative to Trustee; provided, that no part of the Net Proceeds may be applied for such redemption unless (1) all of the Bonds are to be redeemed Lessee in accordance with the Indenture upon prepayment of the amounts payable hereunder or (2) in the event that less than all of the Bonds are to be redeemed, Company shall furnish to Issuer and Trustee a certificate of the Authorized Company Representative acceptable to Issuer and Trustee stating that (i) the property forming the part of the Mortgaged Property that was damaged or destroyed by such casualty is not essential to the use or possession of the Mortgaged Property by Company or (ii) the Mortgaged Property has been repaired, restored, modified, or improved to operate as designedits sole discretion.

Application of Net Proceeds. Prior Subject to the Completion Daterequirements of the mortgages securing any Senior Indebtedness, Issuer, Trustee, and Company will cause the all Net Proceeds of any insurance proceeds or condemnation award resulting from any events described in Section 8.1 hereof to be deposited in the Construction Fund and to be disbursed therefrom to pay or reimburse the Company for any Cost of the Project as provided in Article V of this Loan Agreement and the Indenture. Subsequent to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds of any insurance resulting from any such event described in Section 8.1 hereof to shall be immediately deposited in a separate trust fund, provided that Net Proceeds in an amount less than $100,000 shall fund to be paid directly to Companyheld by the Trustee. All Net Proceeds from insurance so deposited shall be applied in one or more of the following ways as shall be elected by the Company in a written notice to the Trustee, which notice shall be received by the Trustee within 60 days after the receipt by the Company or the Trustee, as the case may be, of the Authorized Company Representative to Issuer and TrusteeNet Proceeds: (a) To the prompt repair, restoration, modification, modification or improvement of the Mortgaged Property by CompanyPremises, and the Issuer does hereby authorize has, in the Indenture, authorized and direct directed the Trustee to make disbursements from such separate trust fund for such purposes or to reimburse Company for costs paid purposes. Such disbursements shall be made by it in connection therewith the Trustee only upon receipt of a requisition acceptable to Trustee signed by an Authorized Company Representative stating with respect to each disbursement to be made: (1) the requisition number, (2) the name and address of the person, firm, or corporation to whom payment is due, (3) the amount to be disbursed, and (4) that each obligation mentioned therein has been properly incurred, is a proper charge against the separate trust fund, and has not been the basis of any previous disbursementRequisitions therefor. Any balance of the Net Proceeds remaining after such work has been completed shall be transferred to into the Bond Fund to be applied to the payment in accordance with subsection (b) of principal of and premiumthis Section, if any, and interest on the Bonds, or, or if the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions of the Indenture and this Loan AgreementIndenture), any balance remaining in such separate trust fund shall be paid to Companyin accordance with Section 5.11 of the Indenture. (b) To the redemption at par of the Bonds Bonds, in whole or in part, on the next succeeding Interest Payment Date earliest practicable redemption date as specified in a written notice by the Authorized Company Representative to the Trustee; provided, provided that no part of the such Net Proceeds may be applied for such redemption unless unless, (1) all of the Bonds are to be redeemed in accordance with the Indenture upon prepayment of the amounts payable hereunder or (2i) in the event that less than all of the Bonds are to be redeemed, the Company shall furnish to Issuer and the Trustee a certificate of the Authorized a Company Representative acceptable to Issuer and Trustee stating that (iA) the property forming the part of the Mortgaged Property Premises that was damaged or destroyed by such casualty or was taken by such condemnation proceedings is not essential to the use use, operation or possession of the Mortgaged Property Project by the Company or (iiB) the Mortgaged Property Premises has been repaired, restored, modified, modified or improved to operate as designed, and (ii) in the case of any damage, destruction or condemnation which does not affect the Project, the Owners of a majority in aggregate principal amount of the Bonds Outstanding shall consent in writing to such redemption. In the event the Owners of a majority in aggregate principal amount of the Bonds Outstanding withhold their consent pursuant to clause (ii) of the immediately preceding sentence, the applicable Net Proceeds shall be applied to pay the principal of the Bonds as the same becomes due and payable, whether at maturity or by redemption (other than redemption pursuant to this Section 8.2(b)) prior to maturity and, pending such application, shall be invested, at the direction of a Company Representative, at a Yield not exceeding the Yield on the Bonds. (c) If the Company elects to repair, restore, modify or improve the Project or pay the cost thereof and fails to do so diligently, the Issuer or the Trustee may (but shall be under no obligation to) do so on behalf of the Company and recover the reasonable costs thereof from the Company, less the amount, if any, collected from Net Proceeds on account of such costs. No such payment by the Trustee or the Issuer shall affect or impair any rights of the Issuer hereunder or of the Trustee or the Owners under the Indenture arising as a result of such failure by the Company. (d) If the Company fails to give the notice required under this Section within the specified time period, the Issuer, upon notice to the Trustee and to the Company, may direct the Company to take either of the actions therein described and the Company shall be obligated to take such action. (e) The Trustee shall not disburse any Net Proceeds of any insurance or condemnation award unless the Trustee shall have received a title insurance policy from a title insurer reasonably satisfactory to a majority in aggregate principal amount of the Bonds Outstanding establishing that the Project, as repaired, restored, replaced, modified or improved, shall be subject to a mortgage lien in favor of the Trustee subject to no Liens other than Liens to which the Mortgages were subject immediately prior to the event giving rise to the insurance or condemnation award. (f) In the event that after application of the Net Proceeds of any condemnation award in accordance with Section 8.2 hereof, there remains excess Net Proceeds, such excess Net Proceeds shall be paid first to the Company to reimburse the Company for Condemnation Claims and the balance shall be paid to the Issuer.