Common use of Damage, Destruction and Condemnation Clause in Contracts

Damage, Destruction and Condemnation. If, prior to the termination of the Lease Term, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment and any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to purchase the Equipment in accordance with Section 10.01(b). If Lessee elects to replace any item of the Equipment (the “Replaced Equipment”) pursuant to this Section, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, type, utility and condition at least as good as the Replaced Equipment, shall be of equal or greater value than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this Agreement. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment date after the occurrence of a casualty event, or be required to exercise its option to purchase the damaged equipment in accordance with Section 10.01(b).

Damage, Destruction and Condemnation. IfSeller shall notify Purchaser immediately of the occurrence of any damage to or destruction of, or the initiation of any condemnation or similar proceedings with respect to a Material Portion (as defined below) of the Property occurring prior to the Closing. In such event, Purchaser may, at its option within seven (7) days after receipt of such notice, elect to terminate this Agreement by giving Seller written notice thereof, in which event the parties hereto shall be relieved and released of and from any further duties, obligations, rights, or liabilities hereunder (except for such obligations and provisions which expressly survive termination of this Agreement) and the Lease Term, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof Deposit shall be taken under returned to Purchaser; provided that Purchaser had not caused the exercise damage to or threat destruction of the power Property. If the scheduled Closing Date falls within the aforesaid seven (7) day period, then the Closing shall be extended to the next business day following the end of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, said seven (7) day period. If (i) Lessee and Lessor will cause Seller does not receive Purchaser’s termination notice within such timeframe or Purchaser otherwise elects to consummate the Net Proceeds of any insurance claim or condemnation award or sale purchase contemplated under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment and any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee this Agreement; or (ii) Lessee shall exercise its option to purchase the Equipment in accordance with Section 10.01(b). If Lessee elects to replace any item less than a Material Portion of the Equipment (Property is destroyed or subject to taking, this Agreement shall remain in full force and effect and the “Replaced Equipment”) pursuant to this Sectionpurchase contemplated herein, less any portion of the replacement equipment (the “Replacement Equipment”) shall be new Property taken by eminent domain or of a quality, type, utility and condition at least as good as the Replaced Equipmentcondemnation, shall be of equal consummated with no further adjustment or greater value than modification except that the Replaced Equipment Purchase Price shall be reduced to reflect (i) any deductible in insurance proceeds and, in which event, at or before the Closing, Seller shall pay to Purchaser all insurance proceeds received by Seller (less reasonable expenses incurred by Seller, including attorneys fees) and shall provide at least the same level of energy and/or operational savings expected in the aggregate transfer to Purchaser all additional insurance proceeds (less reasonable expenses incurred by Seller, including attorneys fees) resulting from the Replaced Equipment prior to such casualty, destruction any casualty or (ii) any awards that have been or may thereafter be made for any taking or condemnation. Lessee Notwithstanding the foregoing, Seller shall grant have no liability to Lessor a first priority security interest in Purchaser for uninsured or underinsured losses, or any such Replacement Equipmentother damages whatsoever. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for For purposes of this Agreement. Lessee Article 9, a “Material Portion” of the Property shall complete mean (x) with respect to a casualty, damage for which the documentation cost of Replacement Equipment on repair is in excess of Five Million and No/100 Dollars ($5,000,000.00); or before (y) with respect to the next Rental Payment date after initiation of any condemnation or similar proceedings (a “Condemnation”), a taking of any portion of the occurrence of Property as would either prevent Purchaser from using and operating the Property as an office building; or (z) with respect to a casualty eventor Condemnation, the damage or be required taking would provide Raytheon with a right to exercise its option to purchase terminate the damaged equipment in accordance with Section 10.01(b)Raytheon Lease.

Damage, Destruction and Condemnation. If, prior to the termination of the Lease Term, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment or such part thereof and any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to purchase prepay the Equipment obligations hereunder in accordance with Section 10.01(b)) hereof. If Lessee elects to replace any item of the Equipment (the “Replaced Equipment”) pursuant to this SectionSection 8.01, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, type, utility and condition at least as good as the Replaced Equipment, shall be of equal or greater value than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation. Lessee shall pledge to Lessor on a senior basis and grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liensLiens, security interests and encumbrances, excepting only those liens Liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessee’s senior pledge to Lessor and Lessor’s first priority security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this Agreement. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment date Date after the occurrence of a casualty event, or be required to exercise its option to purchase prepay the damaged equipment obligations hereunder with respect to Equipment subject to casualty, destruction or condemnation in accordance with Section 10.01(b)) hereof.

Damage, Destruction and Condemnation. If, prior to the termination of the Lease Term, (a) the Renewable Energy Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Renewable Energy Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Renewable Energy Equipment or such part thereof and any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to purchase prepay the Equipment obligations hereunder in accordance with Section 10.01(b)) hereof. If Lessee elects to replace any item of the Renewable Energy Equipment (the “Replaced Equipment”) pursuant to this Section, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, type, utility and condition at least as good as the Replaced Equipment, shall be of equal or greater value than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Renewable Energy Equipment” for purposes of this Agreement. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment date after the occurrence of a casualty event, or be required to exercise its option to purchase prepay the damaged obligations hereunder with respect to equipment in accordance with Section 10.01(b)) hereof.

Damage, Destruction and Condemnation. If, prior to the termination of the Lease TermTerm under any Lease, (a) the Equipment thereunder or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment thereunder or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment or such portion thereof and any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to purchase prepay the Equipment obligations under the applicable Lease in accordance with Section 10.01(b). If Lessee elects to replace any item of the Equipment under a Lease (with respect to such Lease, the “Replaced Equipment”) pursuant to this Section, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, type, utility and condition at least as good as the Replaced Equipment, shall be of equal or greater value than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation. Lessee shall grant to Lessor a first priority security interest in any such Replacement EquipmentEquipment to secure its obligations under the applicable Lease. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through LessorLessor or those created under the applicable Lease, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this Agreementthe applicable Lease. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment date Date under the applicable Lease after the occurrence of a casualty event, or be required to exercise its option to purchase prepay the obligations under the applicable Lease with respect to the damaged equipment in accordance with Section 10.01(b).

Damage, Destruction and Condemnation. If, prior to the termination of the Lease Term, (a) the Energy Conservation Equipment subject or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Energy Conservation Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Energy Conservation Equipment or such part thereof as required by Section 8.02 (except as otherwise provided in Section 8.02 with respect to prepayment of Rental Payments pursuant to Section 10.01(b) hereof) and any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to purchase the Equipment in accordance with Section 10.01(b)Lessee. If Lessee elects to replace any item of the Energy Conservation Equipment (the “Replaced Equipment”) pursuant to this Section, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, type, utility and condition at least as good as the Replaced Equipment, shall be of equal or greater value than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Energy Conservation Equipment” for purposes of this Agreement. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment date after the occurrence of a casualty event, or be required to exercise its option to purchase the damaged equipment in accordance with Section 10.01(b).

Damage, Destruction and Condemnation. IfUnless the Lessee shall have exercised its option to purchase the Facilities and terminate the Ground Lease by making payment of the Option Price as provided in Section 3.4, if prior to the termination of the Lease Term, Term (ai) the Equipment a Facility or any portion thereof is destroyed, destroyed in whole or in part, part or is are damaged by fire or other casualty or (bii) title to, or the temporary use of, a Facility or any substantial part thereof or the Equipment estate of the Lessee or the Lessor in a Facility or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) the Lessee and the Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment and any Facility. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to the Lessee. If the Net Proceeds are insufficient to pay in full the cost of such repair, restoration, modification or improvement, the Lessee shall either (i) complete the work and pay any cost in excess of the amount of the Net Proceeds, and the Lessee agrees that if by reason of any such insufficiency of the Net Proceeds, the Lessee shall make any payments pursuant to the provisions of this Section 5.3(c), the Lessee shall not be entitled to any reimbursement from the Lessor nor shall the Lessee be entitled to any diminution of the Lease Payments, or (ii) the Lessee shall exercise its option pay to purchase the Equipment in accordance with Section 10.01(b). If Lessee elects to replace any item Trustee, as assignee, the amount of the Equipment (the “Replaced Equipment”) pursuant to this Sectionthen applicable Option Price, and upon such payment, the replacement equipment (Lease Term shall terminate and title to the “Replacement Equipment”) shall be new or of a qualityProperty, type, utility and condition at least as good as if not previously conveyed to the Replaced EquipmentLessee, shall then be of equal or greater value than conveyed by the Replaced Equipment and shall provide at least Lessor to the same level of energy and/or operational savings expected Lessee as provided in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes Section 3.4(c) of this AgreementLease. Lessee shall complete The amount of the documentation Net Proceeds in excess of Replacement Equipment on or before the next Rental Payment date after then-applicable Option Price, if any, may be retained by the occurrence of a casualty event, or be required to exercise its option to purchase the damaged equipment in accordance with Section 10.01(b)Lessee.

Damage, Destruction and Condemnation. If, prior to the termination of the Lease TermTerm under the related Lease, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment or such part thereof and any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to purchase prepay the Equipment obligations under the affected Lease in accordance with Section 10.01(b)) hereof. If Lessee elects to replace any item of the Equipment (the “Replaced Equipment”) pursuant to this SectionSection 8.01, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, quality type, utility and condition at least as good as the Replaced Equipment, Equipment and shall be of equal or greater value than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnationEquipment. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this AgreementAgreement and the related Lease. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment date Date after the occurrence of a casualty event, or be required to exercise its option to purchase prepay the obligations under the related Lease with respect to the damaged equipment Equipment in accordance with Section 10.01(b)) hereof.

Damage, Destruction and Condemnation. If, prior to the termination of the Lease Term, If (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be be, taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment and any to substantially the same condition as existed prior to the event causing such damage, destruction, or condemnation, unless Lessee shall have exercised its option to purchase the Equipment pursuant to Section 22. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Xxxxxx. For purposes of this Section, the term “Net Proceeds” shall mean (y) the amount of insurance proceeds received by Lessee for replacing, repairing, restoring, modifying, or improving damaged or destroyed Equipment, or the amount remaining from the gross proceeds of any condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys’ fees, incurred in the collection thereof. If the Net Proceeds are insufficient to pay in full the cost of any replacement, repair, restoration, modification or improvement referred to herein, Lessee shall either (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (iib) Lessee shall exercise its option pursuant to Section 22 purchase Lessor’s interest in the Equipment and in accordance with Section 10.01(b)any other Equipment listed in the same Lease. The amount of the Net Proceeds, if any, remaining after completing such replacement, repair, restoration, modification or improvement or after purchasing Lessor’s interest in the Equipment and such other Equipment shall be retained by Lessee. If Lessee elects to replace shall make any item of the Equipment (the “Replaced Equipment”) payments pursuant to this Section, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, type, utility and condition at least as good as the Replaced Equipment, shall be of equal or greater value than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation. Lessee shall grant not be entitled to any reimbursement therefor from Lessor a first priority security interest in nor shall Lessee be entitled to any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item diminution of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this Agreement. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment date after the occurrence of a casualty event, or be required to exercise its option to purchase the damaged equipment in accordance with amounts payable under Section 10.01(b)9.

Damage, Destruction and Condemnation. If, prior to the termination of the Lease Term, If (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment and any to substantially the same condition as existed prior to the event causing such damage, destruction, or condemnation, unless Lessee shall have exercised its option to purchase the Equipment pursuant to Section 22. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Xxxxxx. For purposes of this Section, the term “Net Proceeds” shall mean (y) the amount of insurance proceeds received by Lessee for replacing, repairing, restoring, modifying, or improving damaged or destroyed Equipment, or (iiz) the amount remaining from the gross proceeds of any condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys’ fees, incurred in the collection thereof. If the Net Proceeds are insufficient to pay in full the cost of any replacement, repair, restoration, modification or improvement referred to herein, Lessee shall exercise its option either (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (b) pursuant to Section 22 purchase Lessor’s interest in the Equipment and in accordance with Section 10.01(b)any other Equipment listed in the same Lease. The amount of the Net Proceeds, if any, remaining after completing such replacement, repair, restoration, modification or improvement or after purchasing Lessor’s interest in the Equipment and such other Equipment shall be retained by Lessee. If Lessee elects to replace shall make any item of the Equipment (the “Replaced Equipment”) payments pursuant to this Section, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, type, utility and condition at least as good as the Replaced Equipment, shall be of equal or greater value than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation. Lessee shall grant not be entitled to any reimbursement therefor from Lessor a first priority security interest in nor shall Lessee be entitled to any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item diminution of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this Agreement. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment date after the occurrence of a casualty event, or be required to exercise its option to purchase the damaged equipment in accordance with amounts payable under Section 10.01(b)9.

Damage, Destruction and Condemnation. If, prior to the termination of the Lease Term, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment or such part thereof and any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to purchase prepay the Equipment obligations hereunder in accordance with Section 10.01(b)10.01(a)(ii) hereof. If Lessee elects to replace any item of the Equipment (the “Replaced Equipment”) pursuant to this SectionSection 8.01, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, type, utility and condition at least as good as the Replaced Equipment, shall be of equal or greater value than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnationcondemnation and shall have an expected remaining useful life at least through the Scheduled Term. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liensLiens, security interests and encumbrances, excepting only those liens Liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this Agreement. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment date Date after the occurrence of a casualty event, or be required to exercise its option to purchase prepay the obligations hereunder with respect to the damaged equipment Equipment in accordance with Section 10.01(b)10.01(a)(ii) hereof.

Damage, Destruction and Condemnation. If, prior to the termination of the Lease Term, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment or such part thereof and any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to purchase prepay the Equipment obligations hereunder in accordance with Section 10.01(b). If Lessee elects to replace any item of the Equipment (the “Replaced Equipment”) pursuant to this Section, the replacement equipment (the “Replacement Equipment”) shall be new or of a similar quality, type, utility and condition at least as good as the Replaced Equipment, Equipment and shall be of equal or greater value than the Replaced Equipment and shall provide at least Equipment. Subject to the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualtyLight Pole License Agreement, destruction or condemnation. if applicable, Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liensLiens, security interests and encumbrances, excepting only those liens Liens created by or through Lessor, and the Light Pole License Agreement, if applicable, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this Agreement. Lessee shall complete the aforementioned documentation of relating to the Replacement Equipment (such as documentation evidencing Lessee’s title to the Replacement Equipment free and clear of all claims, Liens, security interests and encumbrances subject only to Lessor’s security interest in the Replacement Equipment), on or before the next Rental Payment date Date after the occurrence of a casualty event, or be required to exercise its option to purchase prepay the obligations hereunder with respect to the damaged equipment Equipment in accordance with Section 10.01(b).

Damage, Destruction and Condemnation. If, prior to the termination of the Lease Term, If (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment and any to substantially the same condition as existed prior to the event causing such damage, destruction, or condemnation, unless Lessee shall have exercised its option to purchase the Equipment pursuant to Section 22. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Xxxxxx. For purposes of this Section, the term "Net Proceeds" shall mean (y) the amount of insurance proceeds received by Lessee for replacing, repairing, restoring, modifying, or improving damaged or destroyed Equipment, or (iiz) the amount remaining from the gross proceeds of any condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys' fees, incurred in the collection thereof. If the Net Proceeds are insufficient to pay in full the cost of any replacement, repair, restoration, modification or improvement referred to herein, Lessee shall exercise its option either (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds, or (b) pursuant to Section 22 purchase Lessor's interest in the Equipment and in accordance with Section 10.01(b)any other Equipment listed in the same Lease. The amount of the Net Proceeds, if any, remaining after completing such replacement, repair, restoration, modification or improvement or after purchasing Lessor's interest in the Equipment and such other Equipment shall be retained by Lessee. If Lessee elects to replace shall make any item of the Equipment (the “Replaced Equipment”) payments pursuant to this Section, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, type, utility and condition at least as good as the Replaced Equipment, shall be of equal or greater value than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation. Lessee shall grant not be entitled to any reimbursement therefor from Lessor a first priority security interest in nor shall Lessee be entitled to any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item diminution of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this Agreement. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment date after the occurrence of a casualty event, or be required to exercise its option to purchase the damaged equipment in accordance with amounts payable under Section 10.01(b)9.

Damage, Destruction and Condemnation. IfUnless Lessee shall have exercised its option to purchase the Equipment by making payment of the Purchase Price as provided in the related Lease, if, prior to the termination of the applicable Lease Term, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment and any Equipment. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to purchase the Equipment in accordance with Section 10.01(b)Lessee. If Lessee elects to replace any item of the Equipment (the “Replaced Equipment”) pursuant to this Section, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, similar type, utility and condition at least as good as to the Replaced Equipment, Equipment and shall be of equal or greater value and useful life than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest title in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this AgreementAgreement and the related Lease. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Rent Payment date after the occurrence of a casualty event, or be required to exercise its option the Purchase Option with respect to purchase the damaged equipment equipment. For purposes of this Article, the term “Net Proceeds” shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys’ fees, incurred in accordance with Section 10.01(b)the collection thereof.

Damage, Destruction and Condemnation. IfUnless the Lessee shall have exercised its option to purchase the Facilities and terminate the Site Lease by making payment of the Option Price as provided in Section 3.4, if prior to the termination of the Lease Term, Term (ai) the Equipment Facilities or any portion thereof is destroyed, destroyed in whole or in part, part or is are damaged by fire or other casualty or (bii) title to, or the temporary use of, the Equipment Facilities or any substantial part thereof or the estate of the Lessee or the Lessor in the Facilities or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) the Lessee and the Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment and any Facilities. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to the Lessee. If the Net Proceeds are insufficient to pay in full the cost of such repair, restoration, modification or improvement, the Lessee shall either (i) complete the work and pay any cost in excess of the amount of the Net Proceeds, and the Lessee agrees that if by reason of any such insufficiency of the Net Proceeds, the Lessee shall make any payments pursuant to the provisions of this Section 5.3(c), the Lessee shall not be entitled to any reimbursement from the Lessor nor shall the Lessee be entitled to any diminution of the Lease Payments, or (ii) the Lessee shall exercise its option pay to purchase the Equipment in accordance with Section 10.01(b). If Lessee elects to replace any item Trustee, as assignee, the amount of the Equipment (the “Replaced Equipment”) pursuant to this Sectionthen applicable Option Price, and upon such payment, the replacement equipment (Lease Term shall terminate and title to the “Replacement Equipment”) shall be new or of a qualityProperty, type, utility and condition at least as good as if not previously conveyed to the Replaced EquipmentLessee, shall then be of equal or greater value than conveyed by the Replaced Equipment and shall provide at least Lessor to the same level of energy and/or operational savings expected Lessee as provided in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes Section 3.4(c) of this AgreementLease. Lessee shall complete The amount of the documentation Net Proceeds in excess of Replacement Equipment on or before the next Rental Payment date after then-applicable Option Price, if any, may be retained by the occurrence of a casualty event, or be required to exercise its option to purchase the damaged equipment in accordance with Section 10.01(b)Lessee.

Damage, Destruction and Condemnation. IfUnless Lessee shall have exercised its option to purchase the Equipment by making payment of the Purchase Price as provided in the related Lease, if, prior to the termination of the applicable Lease Term, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee Xxxxxx and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment and any Equipment. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to purchase the Equipment in accordance with Section 10.01(b)Xxxxxx. If Lessee elects to replace any item of the Equipment (the “Replaced Equipment”) pursuant to this Section, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, similar type, utility and condition at least as good as to the Replaced Equipment, Equipment and shall be of equal or greater value and useful life than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest title in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this AgreementAgreement and the related Lease. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Rent Payment date after the occurrence of a casualty event, or be required to exercise its option the Purchase Option with respect to purchase the damaged equipment equipment. For purposes of this Article, the term “Net Proceeds” shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys’ fees, incurred in accordance with Section 10.01(b)the collection thereof.

Damage, Destruction and Condemnation. IfUnless the Sub-Lessee shall have exercised its option to purchase the Equipment by making payment of the Purchase Price as provided in the related Lease, if prior to the termination of the applicable Lease Term, Term (a) the Equipment or any portion thereof is destroyed, destroyed (in whole or in part, ) or is damaged by fire or other casualty casualty, or (b) title to, or the temporary use of, the Equipment or any part thereof or the estate of the Sub-Lessee in the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to under governmental authority, (i) then the Sub-Lessee, the Lessee and the Lessor will cause the Net Proceeds (as hereinafter defined) of any insurance claim to be applied to the prompt repair, restoration, replacement, modification or improvement of the Equipment and the Net Proceeds of any condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, replacement, modification or improvement of the Equipment and any Equipment. Any balance of the Net Proceeds remaining after such work has been completed application in accordance with the preceding sentence shall be paid to Lessee or (ii) Lessee shall exercise its option to purchase the Equipment in accordance with Section 10.01(b)Sub-Lessee. If the Sub-Lessee elects to replace any item of the Equipment (the “Replaced Equipment”) pursuant to this Section, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, similar type, utility and condition at least as good as to the Replaced Equipment, Equipment and shall be of equal or greater value than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. The Sub-Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through the Lessor, and shall provide to the Lessor any and all documents as the Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor The Lessor, the Lessee and the Sub-Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this AgreementMaster Lease and the related Lease. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Rent Payment date after the occurrence of a casualty event, or be required to exercise its option the Purchase Option with respect to purchase the damaged equipment equipment. For purposes of Section 9.03 and this Article X, the term “Net Proceeds” shall mean the amount remaining from the gross proceeds of any insurance claim, condemnation award or sale under threat of condemnation after deducting all expenses (including attorneys’ fees) incurred in accordance with Section 10.01(b).the collection thereof. DRAFT

Damage, Destruction and Condemnation. If, prior to the termination of the Lease TermTerm under the related Lease, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment or such part thereof and any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to purchase prepay the Equipment obligations under the affected Lease in accordance with Section 10.01(b)) hereof. If Lessee elects to replace any item of the Equipment (the “Replaced Equipment”) pursuant to this SectionSection 8.01, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, quality type, utility and condition at least as good as the Replaced Equipment, Equipment and shall be of equal or greater value than the Replaced Equipment as determined and shall provide at least the same level of energy and/or operational savings expected approved by Lessor in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnationits sole discretion. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this AgreementAgreement and the related Lease. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment date Date after the occurrence of a casualty event, or be required to exercise its option prepay the obligations under the related Lease with respect to purchase the damaged equipment Equipment for an amount that shall be determined and approved by Lessor in accordance with Section 10.01(b)its sole discretion.

Damage, Destruction and Condemnation. If, prior to the termination of the Lease Term, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment or such part thereof and any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to purchase prepay the Equipment obligations hereunder in accordance with Section 10.01(b). If Lessee elects to replace any item of the Equipment (the “Replaced Equipment”) pursuant to this SectionSection 8.01, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, type, utility and condition at least as good as the Replaced Equipment, shall be of equal or greater value than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liensLiens, security interests and encumbrances, excepting only those liens Liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this Agreement. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment date Date after the occurrence of a casualty event, or be required to exercise its option to purchase prepay the obligations hereunder with respect to the damaged equipment Equipment in accordance with Section 10.01(b).

Damage, Destruction and Condemnation. If, prior Subject to the termination provisions of the Lease TermCivic Plaza Condominium Declaration and the Bond Resolution, in the event of damage, destruction, or condemnation of the Facilities, or any part thereof, the net proceeds of any insurance or condemnation awards with respect to the Facilities and, to the extent necessary, the proceeds of any additional Bonds which may be issued by the Authority for such purpose pursuant to the terms and conditions of the Bonds, shall be used and applied by the Authority in accordance with the terms of the Bonds to repair, restore, rebuild, or replace the Facilities; provided, however, that, the Authority shall not be required to rebuild, replace, restore or repair the Facilities if (a1) the Equipment Authority shall reasonably determine, as evidenced by a certificate of an independent consulting engineer, that not to do so would not materially adversely affect the operation of the Facilities, or (2)(a) the Authority shall reasonably determine, as evidenced by a certificate of an independent certified public accountant that the proceeds of any insurance or condemnation awards received by the Authority, together with other legally available money of the Authority, will be sufficient to pay the principal of, and premium and interest on the Bonds due up to and including such time as the Bonds may be called for optional redemption, and (b) the Authority irrevocably deposits such insurance proceeds or condemnation awards and other money into an escrow fund to redeem the Bonds on the first date such Bonds may be redeemed. In that event, excess insurance proceeds, if any, remaining after redemption of the Bonds shall be released from the escrow fund back to the Authority. Provided further, however, that notwithstanding the foregoing, the Authority must rebuild, replace, restore and repair the Facilities to the extent necessary to fulfill any duty of lateral and subjacent support imposed on the Facilities or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, Civic Plaza Condominium Declaration. Any repair, restoration, modification rebuilding, or improvement replacement of the Equipment and any balance of the Net Proceeds remaining after such work has been completed shall Facilities may be paid to Lessee or (ii) Lessee shall exercise its option to purchase the Equipment in accordance with Section 10.01(bsuch different design, plans, and specifications approved by the State as will or may provide facilities of the same or different nature or use, so long as any such change therein or thereof shall not reduce or otherwise adversely affect the value of the Facilities or the rental value thereof (except a repair, restoration, rebuilding or replacement performed solely to provide lateral and subjacent support). If Lessee elects to replace Notwithstanding any item of the Equipment (the “Replaced Equipment”) pursuant to this Section, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, type, utility and condition at least as good as the Replaced Equipment, shall be of equal or greater value than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualtydamage, destruction or condemnation. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item condemnation of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this Agreement. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment date after the occurrence of a casualty eventFacilities, or be required any part thereof, the State shall continue to exercise its option pay the Annual Rent due under this Facilities Lease, except to purchase the damaged equipment extent the Authority actually receives proceeds of business interruption or loss of rents insurance described in accordance with Section 10.01(b)7.3 hereof.

Damage, Destruction and Condemnation. IfUnless the Lessee shall have exercised its option to purchase the Equipment by making payment of the Purchase Price as provided in the related Lease, if, prior to the termination of the applicable Lease Term, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty casualty, or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) the Lessee and the Lessor will cause the Net Proceeds (as defined herein) of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment and any Equipment. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to purchase the Equipment in accordance with Section 10.01(b)Lessee. If the Lessee elects to replace any item of the Equipment (the “"Replaced Equipment”") pursuant to this Section, the replacement equipment (the “"Replacement Equipment”") shall be new or of a quality, similar type, utility and condition at least as good as to the Replaced Equipment, Equipment and shall be of equal or greater value than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. The Lessee shall represent, warrant and covenant to the Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through the Lessor, and shall provide to the Lessor any and all documents as the Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to the Lessor evidencing the Lessor’s security 's interest in the Replacement Equipment. The Lessor and the Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “"Equipment” " for purposes of this AgreementAgreement and the related Lease. The Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment date after the occurrence of a casualty event, or be required to exercise its option the Purchase Option with respect to purchase the damaged equipment equipment. For purposes of this Article, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys' fees, incurred in accordance with Section 10.01(b)the collection thereof.

Damage, Destruction and Condemnation. If, prior to the termination of the Lease Term, (a) the Equipment or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, (i) Lessee and Lessor will cause the Net Proceeds of any insurance claim or condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Equipment or such part thereof and any balance of the Net Proceeds remaining after such work has been completed shall be paid to Lessee or (ii) Lessee shall exercise its option to purchase prepay the Equipment obligations hereunder in accordance with Section 10.01(b)) hereof. If Lessee elects to replace any item of the Equipment (the “Replaced Equipment”) pursuant to this SectionSection 8.01, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, type, utility and condition at least as good as the Replaced Equipment, shall be of equal or greater value than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liensLiens, security interests and encumbrances, excepting only those liens Liens created by or through Lessor, and shall provide to Lessor any and all documents as Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor and Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this Agreement. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Payment date Date after the occurrence of a casualty event, or be required to exercise its option to purchase prepay the obligations hereunder with respect to the damaged equipment Equipment in accordance with Section 10.01(b)) hereof.

Damage, Destruction and Condemnation. IfUnless the Sub-Lessee shall have exercised its option to purchase the Equipment by making payment of the Purchase Price as provided in the related Lease, if prior to the termination of the applicable Lease Term, Term (a) the Equipment or any portion thereof is destroyed, destroyed (in whole or in part, ) or is damaged by fire or other casualty casualty, or (b) title to, or the temporary use of, the Equipment or any part thereof or the estate of the Sub-Lessee in the Equipment or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to under governmental authority, (i) then the Sub-Lessee, the Lessee and the Lessor will cause the Net Proceeds (as hereinafter defined) of any insurance claim to be applied to the prompt repair, restoration, replacement, modification or improvement of the Equipment and the Net Proceeds of any condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, replacement, modification or improvement of the Equipment and any Equipment. Any balance of the Net Proceeds remaining after such work has been completed application in accordance with the preceding sentence shall be paid to Lessee or (ii) Lessee shall exercise its option to purchase the Equipment in accordance with Section 10.01(b)Sub-Lessee. DRAFT If the Sub-Lessee elects to replace any item of the Equipment (the “Replaced Equipment”) pursuant to this Section, the replacement equipment (the “Replacement Equipment”) shall be new or of a quality, similar type, utility and condition at least as good as to the Replaced Equipment, Equipment and shall be of equal or greater value than the Replaced Equipment and shall provide at least the same level of energy and/or operational savings expected in the aggregate from the Replaced Equipment prior to such casualty, destruction or condemnation. Lessee shall grant to Lessor a first priority security interest in any such Replacement Equipment. The Sub-Lessee shall represent, warrant and covenant to Lessor that each item of Replacement Equipment is free and clear of all claims, liens, security interests and encumbrances, excepting only those liens created by or through the Lessor, and shall provide to the Lessor any and all documents as the Lessor may reasonably request in connection with the replacement, including, but not limited to, documentation in form and substance satisfactory to Lessor evidencing Lessor’s security interest in the Replacement Equipment. Lessor The Lessor, the Lessee and the Sub-Lessee hereby acknowledge and agree that any Replacement Equipment acquired pursuant to this paragraph shall constitute “Equipment” for purposes of this AgreementMaster Lease and the related Lease. Lessee shall complete the documentation of Replacement Equipment on or before the next Rental Rent Payment date after the occurrence of a casualty event, or be required to exercise its option the Purchase Option with respect to purchase the damaged equipment equipment. For purposes of Section 9.03 and this Article X, the term “Net Proceeds” shall mean the amount remaining from the gross proceeds of any insurance claim, condemnation award or sale under threat of condemnation after deducting all expenses (including attorneys’ fees) incurred in accordance with Section 10.01(b)the collection thereof.