Common use of Application of Net Proceeds Clause in Contracts

Application of Net Proceeds. The Borrower shall be entitled to the Net Proceeds, if any, of any insurance or condemnation awards resulting from the damage, destruction or condemnation of the Project or any portion thereof. All Net Proceeds shall be 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 at the election of the Borrower: (a) The prompt repair, restoration, relocation, modification or improvement of the stage of completion of construction of the damaged, 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. Any balance of the Net Proceeds remaining after such work has been completed shall be deposited in the 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), any balance remaining in the Revenue Fund shall be paid as provided in Section 10.01 of the Indenture. (b) Prepayment of all or a portion of the amounts payable hereunder, in accordance with Article VIII hereof, and redemption of Bonds; provided that no part of the Net Proceeds may be applied for such 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, or (2) in the event that less than all of the amounts payable hereunder are so prepaid, the Borrower shall furnish to the Authority and the Trustee a certificate of the Authorized Representative acceptable to the Authority and the Trustee stating (i) that the property forming part of the 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 Project or (ii) that such part of the portion of the Project theretofore completed has been repaired, replaced, restored, relocated, modified or improved 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 the taking by such condemnation proceedings.

Application of Net Proceeds. The Borrower shall be entitled to the Net Proceeds, if any, Proceeds of any insurance proceeds or condemnation awards award resulting from any event described in Section 6.1 hereof shall be immediately deposited in a separate trust fund to be held by the damage, destruction or condemnation of the Project or any portion thereofTrustee. All Net Proceeds so deposited shall be 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, applied in one or more of the following ways at as shall be elected by the election 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 BorrowerNet Proceeds: (a) The To the prompt repair, restoration, relocation, modification or improvement of the stage Project Facility, and the Issuer has, in the Indenture, authorized and directed the Trustee to make disbursements from such separate trust fund for such purposes. Such disbursements shall be made by the Trustee only upon receipt of completion of construction of the damaged, 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 domainRequisitions therefor. Any balance of the Net Proceeds remaining after such work has been completed shall be deposited in transferred into the Revenue 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), any balance remaining in the Revenue Fund such separate trust fund shall be paid as provided in accordance with Section 10.01 6.11 of the Indenture. (b) Prepayment of all or a portion To the redemption at par of the amounts payable hereunderBonds, pro rata in accordance with Article VIII hereofproportion to their respective then outstanding principal balances, and on the earliest practicable redemption of Bonds; date as specified in a written notice by the Company to the Trustee, provided that no part of the such Net Proceeds may be applied for such purpose redemption 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, Indenture upon termination of this Agreement pursuant to clauses (A) or (B) of Article X hereof or (2) in the event that less than all of the amounts payable hereunder Bonds are so prepaidto be redeemed, the Borrower Company shall furnish to the Authority and the Trustee a certificate of the Authorized a Company Representative acceptable to the Authority and the Trustee stating that (i) that the property forming the part of the portion of the Project Facility that was damaged or destroyed by such casualty or was taken by such condemnation proceedings is not essential to the Borrower's use use, operation or possession of such portion of the Project by the Company or (ii) that such part of the portion of the Project theretofore completed Facility has been repaired, replaced, restored, relocated, modified or improved to enable such portion 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 Project to accomplish at least Company and recover the same function as reasonable costs thereof from the Company, less the amount, if any, collected from Net Proceeds on account of such portion costs. No such payment by the Trustee or the Issuer shall affect or impair any rights of the Project was designed to accomplish prior to such damage Issuer hereunder or destruction of the Trustee or the taking 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 condemnation proceedingsaction.

Application of Net Proceeds. The Borrower shall be entitled Prior to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds, if any, Proceeds of any insurance or condemnation awards resulting from any events described in Section 8.1 hereof to be deposited in the damage, destruction Construction Fund and to be disbursed therefrom to pay or condemnation reimburse the Company for any Cost of the Project or 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 portion thereofinsurance 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 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, applied in one or more of the following ways at the election as shall be elected by Company in a written notice of the BorrowerAuthorized Company Representative to Issuer and Trustee: (a) The To the prompt repair, restoration, relocationmodification, modification or improvement of the stage 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 completion of construction 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 damagedperson, destroyed firm, or condemned portion 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 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 domainany previous disbursement. Any balance of the Net Proceeds remaining after such work has been completed shall be deposited in transferred to the Revenue 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 IndentureIndenture and this Loan Agreement), any balance remaining in the Revenue Fund such separate trust fund shall be paid as provided in Section 10.01 of the Indentureto Company. (b) Prepayment of all or a portion To redemption of the amounts payable hereunderBonds on the next succeeding Interest Payment Date as specified in a written notice by the Authorized Company Representative to Trustee; provided, in accordance with Article VIII hereof, and redemption of Bonds; provided that no part of the Net Proceeds may be applied for such purpose redemption 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, Indenture upon prepayment of the amounts payable hereunder or (2) in the event that less than all of the amounts payable hereunder Bonds are so prepaidto be redeemed, the Borrower Company shall furnish to the Authority Issuer and the Trustee a certificate of the Authorized Company Representative acceptable to the Authority Issuer and the Trustee stating that (i) that the property forming the part of the portion of the Project Mortgaged Property 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 Project Mortgaged Property by Company or (ii) that such part of the portion of the Project theretofore completed Mortgaged Property has been repaired, replaced, restored, relocatedmodified, modified or improved to enable such portion of the Project to accomplish at least the same function operate as such portion of the Project was designed to accomplish prior to such damage or destruction or the taking by such condemnation proceedingsdesigned.

Application of Net Proceeds. The Borrower shall be entitled to the Net Proceeds, if any, Proceeds of any insurance proceeds or condemnation awards award resulting from any event described in Section 6.1 hereof shall be immediately deposited in a separate trust fund to be held by the damage, destruction or condemnation of the Project or any portion thereofTrustee. All Net Proceeds so deposited shall be 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, applied in one or more of the following ways at as shall be elected by the election 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 BorrowerNet Proceeds: (a) The To the prompt repair, restoration, relocation, modification or improvement of the stage Project Facility, and the Issuer has, in the Indenture, authorized and directed the Trustee to make disbursements from such separate trust fund for such purposes. Such disbursements shall be made by the Trustee only upon receipt of completion of construction of the damaged, 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 domainRequisitions therefor. Any balance of the Net Proceeds remaining after such work has been completed shall be deposited in transferred into the Revenue 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), any balance remaining in the Revenue Fund such separate trust fund shall be paid as provided in accordance with Section 10.01 6.11 of the Indenture. (b) Prepayment of all or a portion To the redemption at par of the amounts payable hereunderBonds and the Series G Bond, pro rata in accordance with Article VIII hereofproportion to their respective outstanding principal balances, and on the earliest practicable redemption of Bonds; date as specified in a written notice by the Company to the Trustee, provided that no part of the such Net Proceeds may be applied for such purpose redemption 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, Indenture upon termination of this Agreement pursuant to clauses (A) or (B) of Article X hereof or (2) in the event that less than all of the amounts payable hereunder Bonds are so prepaidto be redeemed, the Borrower Company shall furnish to the Authority and the Trustee a certificate of the Authorized a Company Representative acceptable to the Authority and the Trustee stating that (i) that the property forming the part of the portion of the Project Facility that was damaged or destroyed by such casualty or was taken by such condemnation proceedings is not essential to the Borrower's use use, operation or possession of such portion of the Project by the Company or (ii) that such part of the portion of the Project theretofore completed Facility has been repaired, replaced, restored, relocated, modified or improved to enable such portion 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 Project to accomplish at least Company and recover the same function as reasonable costs thereof from the Company, less the amount, if any, collected from Net Proceeds on account of such portion costs. No such payment by the Trustee or the Issuer shall affect or impair any rights of the Project was designed to accomplish prior to such damage Issuer hereunder or destruction of the Trustee or the taking 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 condemnation proceedingsaction. (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 x. Xxxx 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. (a) The Borrower shall be entitled to the Net Proceeds, if any, Proceeds of any insurance or condemnation awards award resulting from any damage to or destruction of any Leased Property by fire or other casualty shall be deposited in the damage, destruction or condemnation Insurance and Condemnation Fund created pursuant to Article VII of the Project Trust Agreement promptly upon receipt thereof and, if the Lessee determines, within 45 days following such deposit, that the replacement, repair, restoration, modification or improvement of such Leased Property is not economically feasible (e.g., the Net Proceeds together with any portion thereof. All 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 by in the Borrower Lease Payment Fund and applied as provided in an escrow account 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, with the consent of the Bank and by written notice applied to the Authority and the Trusteeprompt replacement, in one or more of the following ways at the election of the Borrower: (a) The prompt repair, restoration, relocation, modification or improvement of the stage Leased Property by the Lessee, upon receipt of completion of construction a requisition signed by the Lessee Representative stating with respect to each payment to be made (i) the requisition number, (ii) the name and address of the damagedperson, destroyed firm or condemned portion corporation to whom payment is due, (iii) the amount to be paid, and (iv) that each obligation mentioned therein has been properly incurred, is a proper charge against the Insurance and Condemnation Fund, has not been the basis of any previous withdrawal, and specifying in reasonable detail the nature of the Project to enable obligation, accompanied by a xxxx or a statement of account for 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 domainobligation. 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 deposited in the Revenue 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), any balance remaining in the Revenue Fund shall be paid as provided in Section 10.01 of the Indenturetoward subsequent Lease Payments. (b) Prepayment The Net Proceeds of all or a portion 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 amounts payable hereunder, Trust Agreement. (c) The parties hereto agree that the provisions of this Section 6.2 are not intended and shall not be construed in accordance with Article VIII hereof, and redemption any way to apply to the proceeds of Bonds; provided that no part of the Net Proceeds may be applied for such 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, any insurance or (2) in the event that condemnation award less than all of the amounts payable hereunder are so prepaid, the Borrower or equal to $25,000. Such proceeds shall furnish be paid to the Authority Lessee and applied by the Trustee a certificate of the Authorized Representative acceptable to the Authority and the Trustee stating (i) that the property forming part of the 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 Project or (ii) that such part of the portion of the Project theretofore completed has been repaired, replaced, restored, relocated, modified or improved 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 the taking by such condemnation proceedingsLessee in its sole discretion.

Application of Net Proceeds. The Borrower (a) If, prior to the Resort Bonds Lease Termination Date, the Property or any portion thereof shall be entitled damaged or destroyed, the Net Proceeds of casualty insurance with respect to the Property shall be applied as provided in Section 5.05(a) of the Lease Agreement. If, on or after the Resort Bonds Lease Termination Date, the Property or any portion thereof shall be damaged or destroyed, subject to the further requirements of this Section, the City shall, as expeditiously as possible, continuously and diligently prosecute or cause to be prosecuted the repair or replacement thereof, unless the City elects not to repair or replace the Property or the affected portion thereof in accordance with the provisions hereof. (b) The Net Proceeds, if any, Proceeds of any insurance (other than Net Proceeds of rental interruption insurance), including the proceeds of any self-insurance, received on account of any damage or condemnation awards resulting from destruction of the Property or a portion thereof on or after the Resort Bonds Lease Termination Date shall as soon as possible be deposited with the Trustee and be held by the Trustee in a special account and made available for and, to the extent necessary, shall be applied to the cost of repair or replacement of the Property or the affected portion thereof upon receipt of a Written Request of the City, together with invoices therefor. Pending such application, such proceeds may, pursuant to a Written Request of the City, be invested by the Trustee in Permitted Investments that mature not later than such times as moneys are expected to be needed to pay such costs of repair or replacement. (c) Notwithstanding the foregoing, the City shall, within 60 days of the occurrence of an event of damage or destruction on or after the Resort Bonds Lease Termination Date, notify the Trustee in writing as to whether the City intends to replace or repair the Property or the portions of the Property that were damaged or destroyed. If the City does intend to replace or repair the Property or portions thereof, the City shall deposit with the Trustee the full amount of any insurance deductible to be credited to the special account referred to above. (d) If such damage, destruction or condemnation loss occurring on or after the Resort Bonds Lease Termination Date was such that there resulted a substantial interference with the City’s right to the use or occupancy of the Project Property and an abatement in whole or any portion thereof. All Net Proceeds in part of Rental Payments results from such damage or destruction pursuant to Section 3.07 of the Lease Agreement, then the City shall be deposited by required either to (i) apply sufficient funds from the Borrower in an escrow account insurance proceeds and shall be applied, with other legally available funds to the consent replacement or repair of the Bank and by written notice Property or the portions thereof that have been damaged to the Authority and the Trustee, in one or more of the following ways at the election of the Borrower: (a) The prompt repair, restoration, relocation, modification or improvement of the stage of completion of construction of the damaged, 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 condition that existed prior to such damage or destruction destruction, or exercise (ii) apply sufficient funds from the insurance proceeds and other legally available funds to the redemption, pursuant to Section 4.01 hereof (A) of all of the Outstanding Bonds, or (B) of such power portion of eminent domainthe Outstanding Bonds as shall result in the remaining, non-abated Base Rental Payments being sufficient to pay, as and when due, the principal of and interest on the Bonds that will remain Outstanding after such redemption. If the City is required to apply funds from the insurance proceeds and other legally available funds to the redemption of Bonds in accordance with clause (ii) above, the City shall direct the Trustee, in a Written Request of the City, to transfer the funds to be applied to such redemption to the Redemption Fund and the Trustee shall transfer such funds to the Redemption Fund. Any balance proceeds of any insurance, including the proceeds of any self-insurance remaining after the portion of the Net Proceeds remaining after Property that was damaged or destroyed is restored to and made available to the City in substantially the same condition and annual fair rental value as that that existed prior to the damage or destruction as required by clause (i) above, or the redemption of Bonds as required by clause (ii) above, in each case as evidenced by a Written Certificate of the City to such work has been completed effect, or any proceeds not required to replace or repair the Property, or the affected portion thereof, as set forth in clause (i) above, or to use such amounts to redeem Bonds as set forth in clause (ii) above, shall be deposited in the Revenue Reserve Fund to the extent that the amount therein is less than the Reserve Requirement. Any amounts not required to be applied so deposited into the Reserve Fund shall, if there is first delivered to the payment Trustee a Written Certificate of the City to the effect that (aa) the annual fair rental value of the Property after such damage or destruction, and after any repairs or replacements made as a result of such damage or destruction, is at least equal to 105% of the maximum amount of the principal (including principal due and payable by reason of and premium, if any, mandatory sinking fund redemption of such Bonds) of and interest on the BondsBonds coming due in the then current Rental Period or any subsequent Rental Period, or, if and (bb) the Bonds have been fully paid (or provision for payment thereof has been made in accordance with the provisions fair replacement value of the Indenture), any balance remaining in the Revenue Fund shall be paid as provided in Section 10.01 of the Indenture. (b) Prepayment of all Property after such damage or a portion of the amounts payable hereunder, in accordance with Article VIII hereofdestruction, and redemption after any repairs or replacements made as a result of Bonds; provided that no part of the Net Proceeds may be applied for such 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, or (2) in the event that less than all of the amounts payable hereunder are so prepaid, the Borrower shall furnish to the Authority and the Trustee a certificate of the Authorized Representative acceptable to the Authority and the Trustee stating (i) that the property forming part of the 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 Project or (ii) that such part of the portion of the Project theretofore completed has been repaired, replaced, restored, relocated, modified or improved 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 is at least equal to the aggregate principal amount of the Bonds then Outstanding. (e) The Net Proceeds of any award in eminent domain in respect of the Property received by the Trustee prior to the Resort Bonds Lease Termination Date, together with moneys describe in clause (ii) of Section 5.07(c) of the Lease Agreement, shall be applied in accordance with Section 5.07(c) of the Lease Agreement. The Net Proceeds of any award in eminent domain in respect of the Property received by the Trustee on or after the taking by such condemnation proceedingsResort Bonds Lease Termination Date shall be applied in accordance with Section 5.07(d) or Section 5.07(e) of the Lease Agreement, as applicable.

Application of Net Proceeds. The Borrower shall be entitled to the Net Proceeds, if any, Proceeds of any insurance proceeds or condemnation awards award resulting from any event described in Section 6.1 hereof shall be immediately deposited in a separate trust fund to be held by the damage, destruction or condemnation of the Project or any portion thereofTrustee. All Net Proceeds so deposited shall be 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, applied in one or more of the following ways at as shall be elected by the election 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 BorrowerNet Proceeds: (a) The To the prompt repair, restoration, relocation, modification or improvement of the stage Project Facility, and the Issuer has, in the Indenture, authorized and directed the Trustee to make disbursements from such separate trust fund for such purposes. Such disbursements shall be made by the Trustee only upon receipt of completion of construction of the damaged, 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 domainRequisitions therefor. Any balance of the Net Proceeds remaining after such work has been completed shall be deposited in transferred into the Revenue Fund 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 provisions for payment thereof has been made in accordance with the provisions of the Indenture), any balance remaining in the Revenue Fund such separate trust fund shall be paid as provided in accordance with Section 10.01 6.11 of the Indenture. (b) Prepayment of all or a portion To the redemption at par of the amounts payable hereunderBonds and the Series H Bonds, pro rata in accordance with Article VIII hereofproportion to their respective then outstanding principal balances, and on the earliest practicable redemption of Bonds; date as specified in a written notice by the Company to the Trustee, provided that no part of the such Net Proceeds may be applied for such purpose redemption 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, Indenture upon termination of this Agreement pursuant to clauses (A) or (B) of Article X hereof or (2) in the event that less than all of the amounts payable hereunder Bonds are so prepaidto be redeemed, the Borrower Company shall furnish to the Authority and the Trustee a certificate of the Authorized a Company Representative acceptable to the Authority and the Trustee stating that (i) that the property forming the part of the portion of the Project Facility that was damaged or destroyed by such casualty or was taken by such condemnation proceedings is not essential to the Borrower's use use, operation or possession of such portion of the Project by the Company or (ii) that such part of the portion of the Project theretofore completed Facility has been repaired, replaced, restored, relocated, modified or improved to enable such portion 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 Project to accomplish at least Company and recover the same function as reasonable costs thereof from the company, less the amount, if any, collected from Net Proceeds on account of such portion costs. No such payment by the Trustee or the Issuer shall affect or impair any rights of the Project was designed to accomplish prior to such damage Issuer hereunder or destruction of the Trustee or the taking 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 condemnation proceedingsaction. (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 x. Xxxx 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. The Borrower If the Property or any portion thereof shall be entitled damaged or destroyed, subject to the further requirements of this Section, the District shall, as expeditiously as possible, continuously and diligently prosecute or cause to be prosecuted the repair or replacement thereof, unless the District elects not to repair or replace the Property or the affected portion thereof in accordance with the provisions hereof. The Net Proceeds, if any, Proceeds of any insurance (other than Net Proceeds of rental interruption insurance), including the proceeds of any self-insurance, received on account of any damage or condemnation awards resulting from destruction of the Property or a portion thereof shall as soon as possible be deposited with the Trustee and be held by the Trustee in a special account and made available for and, to the extent necessary, shall be applied to the cost of repair or replacement of the Property or the affected portion thereof upon receipt of a Written Request of the District, together with invoices therefor. Pending such application, such proceeds may be invested by the Trustee as directed by the District in Permitted Investments that mature not later than such times as moneys are expected to be needed to pay such costs of repair or replacement. Notwithstanding the foregoing, the District shall, within 60 days of the occurrence of the event of damage or destruction, notify the Trustee and the Insurer in writing as to whether the District intends to replace or repair the Property or the portions of the Property which were damaged or destroyed. If the District does intend to replace or repair the Property or portions thereof, the District shall deposit with the Trustee the full amount of any insurance deductible to be deposited to the special account. If such damage, destruction or condemnation loss was such that there resulted a substantial interference with the District’s right to the use or occupancy of the Project Property and an abatement in whole or in part of Rental Payments would result from such damage or destruction pursuant to Section 3.06 of the Lease Agreement (disregarding, for the purpose of determining whether such an abatement would result, the provisions of subsection (b) of Section 3.06 of the Lease Agreement), then the District shall be required either to (a) apply sufficient funds from the insurance proceeds and other legally available funds to the replacement or repair of the Property or the portions thereof which have been damaged to the condition which existed prior to such damage or destruction, or (b) apply sufficient funds from the insurance proceeds and other legally available funds to the prepayment, as set forth in subsection (a) of Section 4.01 hereof, in full of all the Outstanding Certificates or all of those Outstanding Certificates which would have been payable from that portion of the Base Rental Payments which would be abated as a result of the damage or destruction (disregarding, for the purpose of determining what portion of the Base Rental Payments would be so abated, the provisions of subsection (b) of Section 3.06 of the Lease Agreement). Funds to be applied to the prepayment of Certificates in accordance with clause (b) above shall be deposited in the Prepayment Fund. Any proceeds of any insurance, including the proceeds of any self-insurance remaining after the portion of the Property which was damaged or destroyed is restored to and made available to the District in substantially the same condition and annual fair rental value as that which existed prior to the damage or destruction as required by clause (a) above or the prepayment of Certificates as required by clause (b) above, in each case as evidenced by a Written Certificate of the District to such effect, shall be deposited in the Reserve Fund to the extent that the amount therein is less than the Reserve Requirement (taking into account amounts available under any Reserve Facility). If the District is not required to replace or repair the Property, or the affected portion thereof, as set forth in clause (a) above or to use such amounts to prepay Certificates as set forth in clause (b) above, then such proceeds shall be deposited in the Reserve Fund to the extent that the amount therein is less than the Reserve Requirement (taking into account amounts available under any Reserve Facility). Any amounts not required to be so deposited into the Reserve Fund shall, if there is first delivered to the Trustee and the Insurer a Written Certificate of the District to the effect that the annual fair rental value of the Property after such damage or destruction, and after any repairs or replacements made as a result of such damage or destruction, is at least equal to 100% of the maximum amount of Base Rental Payments becoming due under the Lease Agreement in the then current Rental Period or any portion thereofsubsequent Rental Period and the fair replacement value of the Property after such damage or destruction is at least equal to the sum of the then unpaid principal components of Base Rental Payments, be paid to the District to be used for any lawful purpose. All Net Proceeds The proceeds of any award in eminent domain with respect to the Property shall be deposited by the Borrower Trustee in an escrow account the Prepayment Fund and shall be applied, with the consent of the Bank and by written notice applied to the Authority and the Trustee, in one or more prepayment of the following ways at the election of the Borrower: Outstanding Certificates pursuant to subsection (a) The prompt repair, restoration, relocation, modification or improvement of the stage of completion of construction of the damaged, 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. Any balance of the Net Proceeds remaining after such work has been completed shall be deposited in the 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), any balance remaining in the Revenue Fund shall be paid as provided in Section 10.01 of the Indenture4.01 hereof. (b) Prepayment of all or a portion of the amounts payable hereunder, in accordance with Article VIII hereof, and redemption of Bonds; provided that no part of the Net Proceeds may be applied for such 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, or (2) in the event that less than all of the amounts payable hereunder are so prepaid, the Borrower shall furnish to the Authority and the Trustee a certificate of the Authorized Representative acceptable to the Authority and the Trustee stating (i) that the property forming part of the 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 Project or (ii) that such part of the portion of the Project theretofore completed has been repaired, replaced, restored, relocated, modified or improved 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 the taking by such condemnation proceedings.

Application of Net Proceeds. The Borrower shall be entitled to the Net Proceeds, if any, of any insurance or condemnation awards resulting from the damage, destruction or condemnation of the Project or any portion thereof. (a) All Net Proceeds with respect to an Individual Property shall (subject to the terms of any Lease, mortgage or deed of trust that is senior to the applicable Mortgage) be deposited paid directly to Lender and held by Lender in the Borrower in an escrow account IMH Collection Account and shall constitute additional security for the Debt. At Lender’s sole and absolute discretion, such Net Proceeds may either (i) remain in the IMH Collection Account as additional security for the Debt, (ii) be applied, with the consent of the Bank and by written notice made available to the Authority applicable Borrower Subsidiary for the Restoration, (iii) be retained and the Trustee, in one or more of the following ways at the election of the Borrower: (a) The prompt repair, restoration, relocation, modification or improvement of the stage of completion of construction of the damaged, 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. Any balance of the Net Proceeds remaining after such work has been completed shall be deposited in the Revenue Fund to be applied to by Lender toward the payment of principal of the Debt whether or not then due and premiumpayable in such order, if anypriority and proportions as Lender in its sole and absolute discretion shall deem proper, and interest on or (iv) the Bondssame may be paid, oreither in whole or in part, if to Borrower or the Bonds have been fully paid (or provision applicable Borrower Subsidiary for payment thereof has been made such purposes as Lender shall approve, in accordance with the provisions of the Indenture), any balance remaining in the Revenue Fund shall be paid as provided in Section 10.01 of the Indentureits discretion. (b) Prepayment With respect to a Mortgage Loan, during the continuance of all or a portion an Event of Default, Lender, at its option, may, subject to the terms of the amounts payable hereunderMortgage Loan Documents (and subject to the terms of any Lease, in accordance with Article VIII hereofmortgage or deed of trust that is senior to the applicable Pledged Mortgage), and redemption of Bonds; provided that no part of withdraw all the Net Proceeds (together with any and all other amounts required to be delivered to or deposited with Borrower pursuant to the Mortgage Loan Documents upon the occurrence of a Casualty or Condemnation) or the undisbursed balance thereof deposited with Lender and may apply such Net Proceeds (together with any and all other amounts required to be applied for such purpose unless (1delivered to or deposited with Borrower pursuant to the Mortgaged Documents upon the occurrence of a Casualty or Condemnation) all to the payment of the amounts payable under this Agreement are so prepaid Debt in such order, proportion and priority as Lender may determine in its sole and absolute discretion. Lender’s right to withdraw and apply such Net Proceeds (together with any and all Outstanding Bonds are other amounts required to be redeemed in accordance delivered to or deposited with the Indenture, or (2) in the event that less than all of the amounts payable hereunder are so prepaid, the Borrower shall furnish pursuant to the Authority Mortgage Loan Documents upon the occurrence of a Casualty or Condemnation) shall be in addition to all other rights and remedies provided to Lender under the Trustee a certificate of the Authorized Representative acceptable to the Authority and the Trustee stating (i) that the property forming part of the 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 Project or (ii) that such part of the portion of the Project theretofore completed has been repaired, replaced, restored, relocated, modified or improved 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 the taking by such condemnation proceedingsLoan Documents.

Application of Net Proceeds. The Borrower shall be entitled to the Net Proceeds, if any, of any insurance or condemnation awards resulting from the damage, destruction or condemnation of the Project or any portion thereof. (a) All Net Proceeds with respect to an Individual Property shall (subject to the terms of any Lease, mortgage or deed of trust that is senior to the applicable Mortgage) be deposited paid directly to Lender and held by Lender in the Borrower in an escrow account Deposit Account and shall constitute additional security for the Debt. At Lender’s sole and absolute discretion, such Net Proceeds may either (i) remain in the Deposit Account as additional security for the Debt, (ii) be applied, with the consent of the Bank and by written notice made available to the Authority applicable Borrower Subsidiary for the Restoration, (iii) be retained and the Trustee, in one or more of the following ways at the election of the Borrower: (a) The prompt repair, restoration, relocation, modification or improvement of the stage of completion of construction of the damaged, 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. Any balance of the Net Proceeds remaining after such work has been completed shall be deposited in the Revenue Fund to be applied to by Lender toward the payment of principal of the Debt whether or not then due and premiumpayable in such order, if anypriority and proportions as Lender in its sole and absolute discretion shall deem proper, and interest on or (iv) the Bondssame may be paid, oreither in whole or in part, if to Borrower or the Bonds have been fully paid (or provision applicable Borrower Subsidiary for payment thereof has been made such purposes as Lender shall approve, in accordance with the provisions of the Indenture), any balance remaining in the Revenue Fund shall be paid as provided in Section 10.01 of the Indentureits discretion. (b) Prepayment With respect to a Mortgage Loan, during the continuance of all or a portion an Event of Default, Lender, at its option, may, subject to the terms of the amounts payable hereunderMortgage Loan Documents (and subject to the terms of any Lease, in accordance with Article VIII hereofmortgage or deed of trust that is senior to the applicable Pledged Mortgage), and redemption of Bonds; provided that no part of withdraw all the Net Proceeds (together with any and all other amounts required to be delivered to or deposited with Borrower pursuant to the Mortgage Loan Documents upon the occurrence of a Casualty or Condemnation) or the undisbursed balance thereof deposited with Lender and may apply such Net Proceeds (together with any and all other amounts required to be applied for such purpose unless (1delivered to or deposited with Borrower pursuant to the Mortgaged Documents upon the occurrence of a Casualty or Condemnation) all to the payment of the amounts payable under this Agreement are so prepaid Debt in such order, proportion and priority as Lender may determine in its sole and absolute discretion. Lender’s right to withdraw and apply such Net Proceeds (together with any and all Outstanding Bonds are other amounts required to be redeemed in accordance delivered to or deposited with the Indenture, or (2) in the event that less than all of the amounts payable hereunder are so prepaid, the Borrower shall furnish pursuant to the Authority Mortgage Loan Documents upon the occurrence of a Casualty or Condemnation) shall be in addition to all other rights and remedies provided to Lender under the Trustee a certificate of the Authorized Representative acceptable to the Authority and the Trustee stating (i) that the property forming part of the 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 Project or (ii) that such part of the portion of the Project theretofore completed has been repaired, replaced, restored, relocated, modified or improved 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 the taking by such condemnation proceedingsLoan Documents.

Application of Net Proceeds. The Borrower shall be entitled to the Net Proceeds, if any, of any insurance or condemnation awards resulting from the damage, destruction or condemnation of the Project or any portion thereof. All Net Proceeds shall be 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 at the election of the Borrower: (a) The prompt repairTrustee shall disburse moneys in the Net Proceeds Fund to the person, restoration, relocation, modification firm or improvement corporation named in the requisition as authorized by Section 6.02 of the stage Master Trust Agreement to repair or replace the Mortgaged Property to a condition substantially similar to its condition prior to the loss, casualty or other event giving rise to receipt of completion of construction such Net Proceeds. The County Representative must state in the requisition with respect to each payment to be made (i) the requisition number, (ii) the name and address of the damagedperson, destroyed firm or condemned portion corporation to whom payment is due, (iii) the amount to be paid and (iv) that each obligation mentioned therein relates to a capital cost, has been properly incurred, is a proper charge against the Net Proceeds Fund, has not been the basis of any previous withdrawal, and specifying in reasonable detail the nature of the Project to enable obligation, accompanied by a xxxx or a statement of account for 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 domainobligation. Any balance of the Net Proceeds remaining after such work replacement or repair has been completed shall be deposited in transferred to the Revenue 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 in accordance with the provisions of the Indenture), any balance remaining in the Revenue Fund shall be paid all Notes Outstanding as provided in Section 10.01 6.02 of the IndentureMaster Trust Agreement, any balance of Net Proceeds shall be paid to the County. (b) Prepayment of all or a portion of the amounts payable hereunder, in accordance with Article VIII hereof, and redemption of Bonds; provided that no part of [Reserved] (c) The Trustee shall apply the Net Proceeds and any other funds made available by the County in the County’s discretion to the replacement and 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 no change may be made that would result in a use of the Mortgaged Property different from that which existed prior to the event giving rise to the receipt of Net Proceeds. If Net Proceeds are applied for such purpose unless (1) all of purpose, moneys shall be disbursed from the amounts payable under this Agreement are so prepaid and all Outstanding Bonds are to be redeemed in accordance with the Indenture, or (2) Net Proceeds Fund in the event that less than all of the amounts payable hereunder are so prepaid, the Borrower shall furnish to the Authority and the Trustee a certificate of the Authorized Representative acceptable to the Authority and the Trustee stating (i) that the property forming part of the 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 Project or (ii) that such part of the portion of the Project theretofore completed has been repaired, replaced, restored, relocated, modified or improved 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 the taking by such condemnation proceedingsmanner provided in Section 6.2(a).

Application of Net Proceeds. The Borrower shall be entitled Subject to the requirements of the mortgages securing any Senior Indebtedness, all Net Proceeds, if any, Proceeds of any insurance proceeds or condemnation awards award resulting from any event described in Section 8.1 hereof shall be immediately deposited in a separate trust fund to be held by the damage, destruction or condemnation of the Project or any portion thereofTrustee. All Net Proceeds so deposited shall be 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, applied in one or more of the following ways at as shall be elected by the election 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 BorrowerNet Proceeds: (a) The To the prompt repair, restoration, relocation, modification or improvement of the stage Mortgaged Premises, and the Issuer has, in the Indenture, authorized and directed the Trustee to make disbursements from such separate trust fund for such purposes. Such disbursements shall be made by the Trustee only upon receipt of completion of construction of the damaged, 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 domainRequisitions therefor. Any balance of the Net Proceeds remaining after such work has been completed shall be deposited in transferred into the Revenue 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), any balance remaining in the Revenue Fund such separate trust fund shall be paid as provided in accordance with Section 10.01 5.11 of the Indenture. (b) Prepayment of all or a portion To the redemption at par of the amounts payable hereunderBonds, in accordance with Article VIII hereofwhole or in part, and on the earliest practicable redemption of Bonds; date as specified in a written notice by the Company to the Trustee, provided that no part of the such Net Proceeds may be applied for such purpose unless redemption 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, or (2i) in the event that less than all of the amounts payable hereunder Bonds are so prepaidto be redeemed, the Borrower Company shall furnish to the Authority and the Trustee a certificate of the Authorized a Company Representative acceptable to the Authority and the Trustee stating that (iA) that the property forming the part of the portion of the Project Mortgaged Premises that was damaged or destroyed by such casualty or was taken by such condemnation proceedings is not essential to the Borrower's use use, operation or possession of such portion of the Project by the Company or (iiB) that such part of the portion of the Project theretofore completed Mortgaged Premises has been repaired, replaced, restored, relocated, modified or improved to enable such portion 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 Project Bonds Outstanding shall consent in writing to accomplish at least 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 function as 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 portion 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 Project was designed 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 accomplish 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 damage or destruction or excess Net Proceeds shall be paid first to the taking by such condemnation proceedingsCompany to reimburse the Company for Condemnation Claims and the balance shall be paid to the Issuer.

Application of Net Proceeds. (a) The Borrower shall be entitled to the Net Proceeds, if any, Proceeds of any insurance or condemnation awards award resulting from any damage to or destruction of any Leased Property by fire or other casualty shall be deposited in the damage, destruction or condemnation Insurance and Condemnation Fund created pursuant to Article VII of the Project Trust Agreement promptly upon receipt thereof and, if the Lessee determines, within 45 days following such deposit, that the replacement, repair, restoration, modification or improvement of such Leased Property is not economically feasible (e.g., the Net Proceeds together with any portion thereof. All 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 by in the Borrower Lease Payment Fund and applied as provided in an escrow account 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, with the consent of the Bank and by written notice applied to the Authority and the Trusteeprompt replacement, in one or more of the following ways at the election of the Borrower: (a) The prompt repair, restoration, relocation, modification or improvement of the stage Leased Property by the Lessee, upon receipt of completion of construction a requisition signed by the Lessee Representative stating with respect to each payment to be made (i) the requisition number, (ii) the name and address of the damagedperson, destroyed firm or condemned portion corporation to whom payment is due, (iii) the amount to be paid, and (iv) that each obligation mentioned therein has been properly incurred, is a proper charge against the Insurance and Condemnation Fund, has not been the basis of any previous withdrawal, and specifying in reasonable detail the nature of the Project 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 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 domainmake 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 deposited in the Revenue 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), any balance remaining in the Revenue Fund shall be paid as provided in Section 10.01 of the Indenturetoward subsequent Lease Payments. (b) Prepayment The Net Proceeds of all or a portion 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 amounts payable hereunder, Trust Agreement. (c) The parties hereto agree that the provisions of this Section 6.2 are not intended and shall not be construed in accordance with Article VIII hereof, and redemption any way to apply to the proceeds of Bonds; provided that no part of the Net Proceeds may be applied for such 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, any insurance or (2) in the event that condemnation award less than all of the amounts payable hereunder are so prepaid, the Borrower or equal to $25,000. Such proceeds shall furnish be paid to the Authority Lessee and applied by the Trustee a certificate of the Authorized Representative acceptable to the Authority and the Trustee stating (i) that the property forming part of the 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 Project or (ii) that such part of the portion of the Project theretofore completed has been repaired, replaced, restored, relocated, modified or improved 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 the taking by such condemnation proceedingsLessee in its sole discretion.

Application of Net Proceeds. The Borrower shall be entitled to Issuer, Trustee and Company will cause the Net Proceeds, if any, Proceeds of any insurance proceeds or condemnation awards award resulting from any event described in Section 5.1 hereof to be applied as provided in the damageBank Mortgage so long as the Letter of Credit is in effect and the events described in Section 10.11 hereof have not occurred. If the Letter of Credit is not in effect or if an event described in Section 10.11 hereof has occurred, destruction or condemnation of the Project or any portion thereof. All all Net Proceeds (but only if the Net Proceeds exceed $100,000) shall be deposited by the Borrower in an escrow account a separate trust fund and shall be applied, with the consent of the Bank and by written notice to the Authority and the Trustee, applied in one or more of the following ways at the election of the Borroweras shall be elected by Company in a written notice to Issuer and Trustee: (a) The To the prompt repair, restoration, relocation, modification or improvement of the stage Project by Company, and Issuer will authorize and direct Trustee to make payments from such separate fund for such purposes or to reimburse Company for costs paid by it in connection therewith upon receipt of completion of construction a requisition acceptable to Trustee signed by a Company Representative stating with respect to each payment to be made: (i) the requisition number, (ii) the name and address of the damagedperson, destroyed firm or condemned portion corporation to whom payment is due, (iii) the amount to be paid and (iv) 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 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 domainany previous withdrawal. Any balance of the Net Proceeds remaining after such work has been completed shall be deposited in (i) transferred to the Revenue 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), any balance remaining in the Revenue Fund such separate trust fund shall be paid as provided in Section 10.01 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 IndentureProject has resulted in the Project having at least equal value as that existing prior to the damage, destruction or condemnation. (b) Prepayment of all or a portion To optional redemption of the amounts payable hereunderBonds on the next succeeding redemption date as specified in a written notice by Company to Trustee, in accordance with Article VIII hereof, and redemption of Bonds; provided that no part of the Net Proceeds may be applied for such purpose redemption unless (1i) all of the amounts payable under this Agreement are so prepaid and all Outstanding Bonds are to be redeemed in accordance with the IndentureIndenture upon prepayment of the amounts payable hereunder, or (2ii) in the event that less than all of the amounts payable hereunder Bonds are so prepaidto be redeemed, the Borrower Company shall furnish to the Authority Issuer and the Trustee a certificate of the Authorized Company Representative acceptable to the Authority Issuer and the Trustee stating that (iA) that the property forming the part of the 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 Project by Company or (iiB) that such part of the portion of the Project theretofore completed has been repaired, replaced, restored, relocated, modified or improved to enable such portion of operate as designed. After the Project foregoing, if the Bonds are no longer Outstanding, any remaining Net Proceeds shall be paid to accomplish at least the same function as such portion of the Project was designed to accomplish prior to such damage or destruction or the taking by such condemnation proceedingsCompany.

Application of Net Proceeds. The Borrower shall be entitled to the Net Proceeds, if any, of any insurance or condemnation awards resulting from the damage, destruction or condemnation of the Project or any portion thereof. All Net Proceeds shall be 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 at the election of the Borrower: (a) The prompt repairTrustee shall disburse moneys in the Net Proceeds Fund to the person, restoration, relocation, modification firm or improvement corporation named in the requisition as authorized by Section 6.02 of the stage Master Trust Agreement to repair or replace the Mortgaged Property to a condition substantially similar to its condition prior to the loss, casualty or other event giving rise to receipt of completion of construction such Net Proceeds. The County Representative must state in the requisition with respect to each payment to be made (i) the requisition number, (ii) the name and address of the damagedperson, destroyed firm or condemned portion corporation to whom payment is due, (iii) the amount to be paid and (iv) that each obligation mentioned therein relates to a capital cost, has been properly incurred, is a proper charge against the Net Proceeds Fund, has not been the basis of any previous withdrawal, and specifying in reasonable detail the nature of the Project to enable obligation, accompanied by a bill or a statement of account for 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 domainobligation. Any balance of the Net Proceeds remaining after such work replacement or repair has been completed shall be deposited in transferred to the Revenue 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 in accordance with the provisions of the Indenture), any balance remaining in the Revenue Fund shall be paid all Notes Outstanding as provided in Section 10.01 6.02 of the IndentureMaster Trust Agreement, any balance of Net Proceeds shall be paid to the County. (b) Prepayment of all or a portion of the amounts payable hereunder, in accordance with Article VIII hereof, and redemption of Bonds; provided that no part of [Reserved] (c) The Trustee shall apply the Net Proceeds and any other funds made available by the County in the County’s discretion to the replacement and 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 no change may be made that would result in a use of the Mortgaged Property different from that which existed prior to the event giving rise to the receipt of Net Proceeds. If Net Proceeds are applied for such purpose unless (1) all of purpose, moneys shall be disbursed from the amounts payable under this Agreement are so prepaid and all Outstanding Bonds are to be redeemed in accordance with the Indenture, or (2) Net Proceeds Fund in the event that less than all of the amounts payable hereunder are so prepaid, the Borrower shall furnish to the Authority and the Trustee a certificate of the Authorized Representative acceptable to the Authority and the Trustee stating (i) that the property forming part of the 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 Project or (ii) that such part of the portion of the Project theretofore completed has been repaired, replaced, restored, relocated, modified or improved 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 the taking by such condemnation proceedingsmanner provided in Section 6.2(a).

Application of Net Proceeds. The Borrower shall be entitled Prior to the Completion Date, Issuer, Trustee, and Company will cause the Net Proceeds, if any, Proceeds of any insurance or condemnation awards proceeds resulting from any events described in Section 7.1 hereof to be deposited in the damageConstruction Fund and to be disbursed therefrom as provided in Article IV of this Lease Agreement and the Indenture. Subsequent to the Completion Date, destruction or condemnation Issuer, Trustee, and Company will cause the Net Proceeds of the Project or any portion thereofinsurance proceeds resulting from any event described in Section 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 shall be 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, applied in one or more of the following ways at the election of the Borroweras shall be elected by Company in a written notice to Issuer and Trustee: (a) The To the prompt repair, restoration, relocationmodification, modification or improvement of the stage 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 completion of construction 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 damagedperson, destroyed firm, or condemned portion 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 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 domainany previous disbursement. Any balance of the Net Proceeds remaining after such work has been completed shall be deposited in transferred to the Revenue 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), any balance remaining in the Revenue Fund such separate trust fund shall be paid as provided in Section 10.01 of the Indentureto Company. (b) Prepayment of all or a portion To redemption of the amounts payable hereunderBonds on the next succeeding interest payment date as specified in a written notice by Company to Trustee; provided, in accordance with Article VIII hereof, and redemption of Bonds; provided that no part of the Net Proceeds may be applied for such purpose redemption 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, 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 amounts payable hereunder Bonds are so prepaidto be redeemed, the Borrower Company shall furnish to the Authority Issuer and the Trustee a certificate of the Authorized Company Representative acceptable to the Authority Issuer and the Trustee stating that (i) that the property forming the part of the portion of the Project Mortgaged Property 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 Project Mortgaged Property by Company or (ii) that such part of the portion of the Project theretofore completed Mortgaged Property has been repaired, replaced, repaired restored, relocatedmodified, modified or improved to enable such portion of the Project to accomplish at least the same function operate as such portion of the Project was designed to accomplish prior to such damage or destruction or the taking by such condemnation proceedingsdesigned.

Application of Net Proceeds. The Borrower shall be entitled to the All Net Proceeds, if any, Proceeds of any insurance or condemnation awards proceeds resulting from the damage, destruction or condemnation of the Project or any portion thereof. All Net Proceeds event described in Section 7.1 shall be 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, applied in one or more of the following ways at as shall be elected by the election of Company in a written notice to the BorrowerIssuer and the Bond Trustee: (a) The To the prompt repair, restoration, relocationmodification, modification or improvement of the stage 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 completion of construction a requisition acceptable to the Bond Trustee signed in the name of the damagedCompany or Acxiom by any Officer thereof or any other person or persons as may be designated and authorized in writing to sign for the Company or Acxiom and forwarded to the Bond Trustee, destroyed or condemned portion stating with respect to each disbursement to be made: (1) the requisition number, (2) the name and address of the Project person, firm, or corporation to enable such portion 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 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 domainany previous disbursement. Any balance of the Net Proceeds remaining after such work has been completed shall be deposited in the Revenue Fund to be applied paid 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), any balance remaining in the Revenue Fund shall be paid as provided in Section 10.01 of the IndentureCompany. (b) Prepayment of all or a portion To the redemption of the amounts payable hereunderBonds on the next succeeding interest payment date as specified in a written notice by the Company to the Bond Trustee; provided, in accordance with Article VIII hereof, and redemption of Bonds; provided that no part of the Net Proceeds may be applied for such purpose redemption 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, 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 amounts payable hereunder Bonds are so prepaidto be redeemed, the Borrower Company shall furnish to the Authority Issuer and the Bond Trustee a certificate an Officer's Certificate of the Authorized Representative Company acceptable to the Authority Issuer and the Bond Trustee stating that (i) that the property forming the part of the 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 Project by the Company or (ii) that such part of the portion of the Project theretofore completed has been repaired, replaced, restored, relocatedmodified, modified or improved to enable such portion of operate as designed. (c) If the Project to accomplish at least Series 2000-B Bonds have been fully paid or cancelled, as the same function as such portion of the Project was designed to accomplish prior to such damage or destruction or the taking by such condemnation proceedingsCompany shall otherwise direct.

Application of Net Proceeds. (a) The Borrower shall be entitled to the Net Proceeds, if any, Proceeds of any insurance or condemnation awards award resulting from any damage to or destruction of any Leased Property by fire or other casualty shall be deposited in the damage, destruction or condemnation Insurance and Condemnation Fund created pursuant to Article VII of the Project Trust Agreement promptly upon receipt thereof and, if the Lessee determines, within 45 days following such deposit, that the replacement, repair, restoration, modification or improvement of such Leased Property is not economically feasible (e.g., the Net Proceeds together with any portion thereof. All 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 by in the Borrower Lease Payment Fund and applied as provided in an escrow account 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, with the consent of the Bank and by written notice applied to the Authority and the Trusteeprompt replacement, in one or more of the following ways at the election of the Borrower: (a) The prompt repair, restoration, relocation, modification or improvement of the stage Leased Property by the Lessee, upon receipt of completion of construction a requisition signed by the Lessee Representative stating with respect to each payment to be made (i) the requisition number, (ii) the name and address of the damagedperson, destroyed firm or condemned portion corporation to whom payment is due, (iii) the amount to be paid, and (iv) that each obligation mentioned therein has been properly incurred, is a proper charge against the Insurance and Condemnation Fund, has not been the basis of any previous withdrawal, and specifying in reasonable detail the nature of the Project obligation, accompanied by a xxxx or a statement of account for such obligation. The Lessor may rely conclusively on any such requisition received and shall have no obligation 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 domainmake 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 deposited in the Revenue 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), any balance remaining in the Revenue Fund shall be paid as provided in Section 10.01 of the Indenturetoward subsequent Lease Payments. (b) Prepayment The Net Proceeds of all or a portion 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 amounts payable hereunder, Trust Agreement. (c) The parties hereto agree that the provisions of this Section 6.2 are not intended and shall not be construed in accordance with Article VIII hereof, and redemption any way to apply to the proceeds of Bonds; provided that no part of the Net Proceeds may be applied for such 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, any insurance or (2) in the event that condemnation award less than all of the amounts payable hereunder are so prepaid, the Borrower or equal to $25,000. Such proceeds shall furnish be paid to the Authority Lessee and applied by the Trustee a certificate of the Authorized Representative acceptable to the Authority and the Trustee stating (i) that the property forming part of the 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 Project or (ii) that such part of the portion of the Project theretofore completed has been repaired, replaced, restored, relocated, modified or improved 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 the taking by such condemnation proceedingsLessee in its sole discretion.

Application of Net Proceeds. (a) The Borrower shall be entitled to the Net Proceeds, if any, Proceeds of any insurance or condemnation awards award resulting from any damage to or destruction of any Leased Property by fire or other casualty shall be deposited in the damage, destruction or condemnation Insurance and Condemnation Fund created pursuant to Article VII of the Project Trust Agreement promptly upon receipt thereof and, if the Lessee determines, within 45 days following such deposit, that the replacement, repair, restoration, modification or improvement of such Leased Property is not economically feasible (e.g., the Net Proceeds together with any portion thereof. All 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 by in the Borrower Lease Payment Fund and applied as provided in an escrow account 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, with the consent of the Bank and by written notice applied to the Authority and the Trusteeprompt replacement, in one or more of the following ways at the election of the Borrower: (a) The prompt repair, restoration, relocation, modification or improvement of the stage Leased Property by the Lessee, upon receipt of completion of construction a requisition satisfactory signed by the Lessee Representative stating with respect to each payment to be made (i) the requisition number, (ii) the name and address of the damagedperson, destroyed firm or condemned portion corporation to whom payment is due, (iii) the amount to be paid, and (iv) that each obligation mentioned therein has been properly incurred, is a proper charge against the Insurance and Condemnation Fund, has not been the basis of any previous withdrawal, and specifying in reasonable detail the nature of the Project to enable obligation, accompanied by a bill or a statement of account for 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 domainobligation. 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 deposited in the Revenue 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), any balance remaining in the Revenue Fund shall be paid as provided in Section 10.01 of the Indenturetoward subsequent Lease Payments. (b) Prepayment The Net Proceeds of all or a portion 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 amounts payable hereunder, Trust Agreement. (c) The parties hereto agree that the provisions of this Section 6.2 are not intended and shall not be construed in accordance with Article VIII hereof, and redemption any way to apply to the proceeds of Bonds; provided that no part of the Net Proceeds may be applied for such 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, any insurance or (2) in the event that condemnation award less than all of the amounts payable hereunder are so prepaid, the Borrower or equal to $25,000. Such proceeds shall furnish be paid to the Authority Lessee and applied by the Trustee a certificate of the Authorized Representative acceptable to the Authority and the Trustee stating (i) that the property forming part of the 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 Project or (ii) that such part of the portion of the Project theretofore completed has been repaired, replaced, restored, relocated, modified or improved 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 the taking by such condemnation proceedingsLessee in its sole discretion.