Common use of Casualty Occurrence Clause in Contracts

Casualty Occurrence. During the Term, Lessee hereby assumes all risk of loss, damage, theft, taking, destruction, confiscation, condemnation or requisition of, or to, each Unit, however caused or occasioned (each, a "Casualty"). Lessee shall promptly notify Lessor of any Casualty. In event that: a. Such Casualty results in a total loss or constructive total loss of any Unit, b. A Casualty arises from a theft, taking, confiscation, condemnation or requisition, or c. The damage cannot reasonably be expected to be repaired in sixty (60) days from the date of the Casualty [or if earlier, the end of the Term, in each case the "Outside Repair Date") (any event in clauses (a), (b) or (c), being a "Total Loss"], then Lessee shall on the first day of the month next succeeding the Outside Repair Date (or if earlier, the end of the term, in each case the "Settlement Date") pay a settlement value as specified in the Settlement. Value as specified in the Rider ("Settlement Value") for such Settlement Date, together with any other accrued but unpaid amounts due hereunder. Any Unit which is seized and held by any governmental authority for more than thirty (30) days or which becomes the subject of a forfeiture proceeding initiated by any governmental authority shall be deemed a Total Loss for which Lessee shall pay the Settlement Value pursuant to this Section 11. Upon Lessor's receipt of the Settlement Value and all other amounts then due and payable under the Lease: a. The Rent for such Unit shall cease, and the Lease for such Unit shall terminate (other than provisions expressly stated to survive), and b. Unless prohibited by Applicable Law, Lessor shall convey to Lessee, the insurer, as applicable, or Lessee's designee, its title and interest to such Unit (taking into such Casualty) on an "as-is, where-is" basis without recourse or warranty [other than the absence of any Lessor Lien (defined below)]. Lessor has the right, but not the obligation, to replace any Unit which suffers a Total Loss, subject to Acceptance as set forth in Section 2. In the event that a Casualty shall occur that shall not constitute a Total Loss, then Lessee shall promptly repair the Unit to meet the requirements of Section 8 and so the Unit will be able to be returned in accordance with Section 9. If any Unit that has suffered a Casualty has not been so repaired by the Outside Repair Date, then such Unit on such Outside Repair Date shall be deemed to be a Total Loss and Settlement Value and all other amounts accrued but unpaid hereunder shall be immediately due and payable.

Casualty Occurrence. During the Term, Lessee hereby assumes all risk a) For purposes of loss, damage, theft, taking, destruction, confiscation, condemnation or requisition of, or to, each Unit, however caused or occasioned (eachthis Lease, a "Casualty")Casualty Occurrence" shall mean any Item of Equipment destroyed, irreparably damaged, lost, stolen, unaccounted for, or taken or requisitioned by condemnation or otherwise during the term of this Lease. b) In the event that any Item of Equipment shall suffer a Casualty Occurrence, Lessee shall promptly and fully inform Lessor with respect thereto. Lessee shall promptly notify Lessor of any Casualty. In event that: a. Such Casualty results in a total loss or constructive total loss of any Unit, b. A Casualty arises from a theftpay to Lessor, taking, confiscation, condemnation or requisition, or c. The damage cannot reasonably be expected to be repaired in sixty (60) days from the date of the Casualty [or if earlier, the end of the Term, in each case the "Outside Repair Date") (any event in clauses (a), (b) or (c), being a "Total Loss"], then Lessee shall on the first day of the month next succeeding following the Outside Repair Date (or if earliergiving of such notice, the end of the term, in each case the "Settlement Date") pay a settlement value as specified in the Settlement. Value as specified in the Rider an amount ("Settlement Casualty Loss Value") equal to the sum of: (i) the amount which will cause the Lessor to realize the same rate of return up to the date of the Casualty Occurrence that the Lessor would have realized had the Lease of the Equipment been in effect for such Settlement Datethe entire Lease Term; and (ii) all installments of rental then due with respect to that Item of Equipment. The total rental described in the Schedule A which contained an Item of Equipment for which a Casualty Loss Value was paid, together with any other accrued but unpaid amounts due hereunder. Any Unit which is seized and held by any governmental authority for more than thirty (30) days or which becomes the subject of a forfeiture proceeding initiated by any governmental authority shall be deemed reduced by a percentage derived by dividing the Cost of the Item of Equipment experiencing the Casualty Occurrence by the Total Equipment Cost described in such Schedule A. Lessor shall be entitled to receive and retain any proceeds from any insurance with respect to such Item of Equipment up to the amount of the Casualty Loss for which Lessee Value. Provided an Event of Default has not occurred and is continuing, Lessor shall pay over such insurance proceeds to Lessee to the Settlement extent such amounts exceed the Casualty Loss Value pursuant to this Section 11or the entire insurance proceeds received if Lessee has previously paid the Lessor the Casualty Loss Value. Upon Lessor's receipt of the Settlement Value such payment, Lessee shall be entitled to whatever interest Lessor may have in said Item of Equipment, in its then condition and all other amounts then due and payable under the Lease: a. The Rent for such Unit shall ceaselocation, without warranties, express or implied, and the this Lease for such Unit shall terminate (other than provisions expressly stated to survive), and b. Unless prohibited by Applicable Law, Lessor shall convey to Lessee, the insurer, as applicable, or Lessee's designee, its title and interest with respect to such Unit (taking into such Casualty) on an "as-is, where-is" basis without recourse or warranty [other than the absence Item of any Lessor Lien (defined below)]. Lessor has the right, but not the obligation, to replace any Unit which suffers a Total Loss, subject to Acceptance as set forth in Section 2. In the event that a Casualty shall occur that shall not constitute a Total Loss, then Lessee shall promptly repair the Unit to meet the requirements of Section 8 and so the Unit will be able to be returned in accordance with Section 9. If any Unit that has suffered a Casualty has not been so repaired by the Outside Repair Date, then such Unit on such Outside Repair Date shall be deemed to be a Total Loss and Settlement Value and all other amounts accrued but unpaid hereunder shall be immediately due and payableEquipment.

Casualty Occurrence. During the TermFollowing a Casualty Occurrence, Lessee hereby assumes all risk of lossBorrower shall, damage, theft, taking, destruction, confiscation, condemnation or requisition of, or to, each Unit, however caused or occasioned (each, a "Casualty"). Lessee shall promptly notify Lessor of any Casualty. In event that: a. Such Casualty results in a total loss or constructive total loss of any Unit, b. A Casualty arises from a theft, taking, confiscation, condemnation or requisition, or c. The damage cannot reasonably be expected to be repaired in sixty (60) days from the date of the Casualty [or if earlier, the end of the Term, in each case the "Outside Repair Date") (any event in clauses (a), (b) or (c), being a "Total Loss"], then Lessee shall on the first day of the month next succeeding the Outside Repair Date (or if earlier, the end of the term, in each case the "Settlement Date") pay a settlement value as specified in the Settlement. Value as specified in the Rider ("Settlement Value") for such Settlement Date, together with any other accrued but unpaid amounts due hereunder. Any Unit which is seized and held by any governmental authority for more than thirty (30) days after such Casualty Occurrence, pay to Lender an amount equal to the Balance Due (as defined below) for each item of Collateral. The Balance Due for each item is the sum of: (i) all amounts for each item which may be then due or which becomes accrued to the subject payment date, plus (ii) as of a forfeiture proceeding initiated such payment date, an amount equal to the product of the fraction specified below times the sum of all remaining payments under the respective Note, including the amount of any mandatory or optional payment required or permitted to be paid by any governmental authority Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be deemed a Total Loss for which Lessee shall pay the Settlement Collateral Value pursuant to this Section 11. Upon Lessor's receipt of the Settlement Value and all other amounts then due and payable under the Lease: a. The Rent for such Unit shall cease, and the Lease for such Unit shall terminate (other than provisions expressly stated to survive), and b. Unless prohibited by Applicable Law, Lessor shall convey to Lessee, the insurer, as applicable, or Lessee's designee, its title and interest to such Unit (taking into such Casualty) on an "as-is, where-is" basis without recourse or warranty [other than the absence of any Lessor Lien (defined below)]. Lessor has the right, but not the obligation, to replace any Unit which suffers a Total Loss, subject to Acceptance as set forth in Section 2on the applicable schedule) of the item and the denominator shall be the aggregate Collateral Value of all items under the Note. In Upon the event that making of such payments, Lender shall release such item of Collateral from its lien hereunder. Notwithstanding the above, within thirty (30) days following a Casualty shall occur that shall not constitute a Total LossOccurrence, then Lessee shall promptly repair the Unit to meet the requirements Borrower may replace any item of Section 8 and so the Unit will be able to be returned in accordance with Section 9. If any Unit that Collateral which has suffered a Casualty has Occurrence with Collateral acceptable to Lender in its complete discretion and, in such event, the provisions of the previous paragraph shall not been so repaired by the Outside Repair Dateapply. Borrower's tender of such Collateral shall constitute a representation and warranty that it is free of all liens, then claims and encumbrances, and otherwise qualifies as Collateral under this Security Agreement. Following such Unit on tender, Lender shall have a first security interest in such Outside Repair Date shall be deemed to be a Total Loss and Settlement Value and all other amounts accrued but unpaid hereunder shall be immediately due and payableCollateral.

Casualty Occurrence. During a) For purposes of this Lease, a “Casualty Occurrence” shall mean any Item of Equipment destroyed, irreparably damaged, lost, stolen, unaccounted for, or taken or requisitioned by condemnation or otherwise during the Termterm of this Lease. b) In the event that any Item of Equipment shall suffer a Casualty Occurrence, Lessee hereby assumes all risk of loss, damage, theft, taking, destruction, confiscation, condemnation or requisition of, or to, each Unit, however caused or occasioned (each, a "Casualty")shall promptly and fully inform Lessor with respect thereto. Lessee shall promptly notify Lessor of any Casualty. In event that: a. Such Casualty results in a total loss or constructive total loss of any Unit, b. A Casualty arises from a theftpay to Lessor, taking, confiscation, condemnation or requisition, or c. The damage cannot reasonably be expected to be repaired in sixty (60) days from the date of the Casualty [or if earlier, the end of the Term, in each case the "Outside Repair Date") (any event in clauses (a), (b) or (c), being a "Total Loss"], then Lessee shall on the first day of the month next succeeding following the Outside Repair Date giving of such notice, an amount (or if earlier, “Casualty Loss Value”) equal to the end sum of: (i) the amount which will cause the Lessor to realize the same rate of return up to the date of the term, Casualty Occurrence that the Lessor would have realized had the Lease of the Equipment been in each case effect for the "Settlement Date"entire Lease Term; and (ii) pay a settlement value as specified all installments of rental then due with respect to that Item of Equipment. The total rental described in the Settlement. Schedule A which contained an Item of Equipment for which a Casualty Loss Value as specified in the Rider ("Settlement Value") for such Settlement Datewas paid, together with any other accrued but unpaid amounts due hereunder. Any Unit which is seized and held by any governmental authority for more than thirty (30) days or which becomes the subject of a forfeiture proceeding initiated by any governmental authority shall be deemed reduced by a percentage derived by dividing the Cost of the Item of Equipment experiencing the Casualty Occurrence by the Total Equipment Cost described in such Schedule A. Lessor shall be entitled to receive and retain any proceeds from any insurance with respect to such Item of Equipment up to the amount of the Casualty Loss for which Lessee Value. Provided an Event of Default has not occurred and is continuing, Lessor shall pay over such insurance proceeds to Lessee to the Settlement extent such amounts exceed the Casualty Loss Value pursuant to this Section 11or the entire insurance proceeds received if Lessee has previously paid the Lessor the Casualty Loss Value. Upon Lessor's ’s receipt of the Settlement Value such payment, Lessee shall be entitled to whatever interest Lessor may have in said Item of Equipment, in its then condition and all other amounts then due and payable under the Lease: a. The Rent for such Unit shall ceaselocation, without warranties, express or implied, and the this Lease for such Unit shall terminate (other than provisions expressly stated to survive), and b. Unless prohibited by Applicable Law, Lessor shall convey to Lessee, the insurer, as applicable, or Lessee's designee, its title and interest with respect to such Unit (taking into such Casualty) on an "as-is, where-is" basis without recourse or warranty [other than the absence Item of any Lessor Lien (defined below)]. Lessor has the right, but not the obligation, to replace any Unit which suffers a Total Loss, subject to Acceptance as set forth in Section 2. In the event that a Casualty shall occur that shall not constitute a Total Loss, then Lessee shall promptly repair the Unit to meet the requirements of Section 8 and so the Unit will be able to be returned in accordance with Section 9. If any Unit that has suffered a Casualty has not been so repaired by the Outside Repair Date, then such Unit on such Outside Repair Date shall be deemed to be a Total Loss and Settlement Value and all other amounts accrued but unpaid hereunder shall be immediately due and payableEquipment.

Casualty Occurrence. During the Term, Lessee hereby assumes all risk of loss, damage, theft, taking, destruction, confiscation, condemnation or requisition of, or to, each Unit, however caused or occasioned (each, a "Casualty"). Lessee shall promptly notify Lessor in writing if the Equipment (i) suffers damage or destruction resulting in an insurance settlement on the basis of actual, constructive or compromised total loss; (ii) suffers destruction or damage beyond repair; or (iii) becomes lost, stolen, destroyed or suffers damage, which in the reasonable determination of Lessor, makes repair uneconomic or renders the Equipment permanently unfit for use from any Casualtycause whatsoever (including an Adverse Environmental Condition) (such occurrences being hereinafter called “Casualty Occurrences”). In event that: a. Such The parties hereby acknowledge and agree that all of the Equipment shall be under Lessee’s care and attention at all times, and that Lessee shall maintain and use the Equipment in accordance with the terms of this Agreement, and therefore, Lessee shall be responsible for any Casualty results Occurrence. Unless otherwise expressly provided for in Section 10(g) hereof, if any of the events set forth in the proviso to clause (ii) of Section 10(g) have occurred, on the date set forth on Annex C to the Schedule during the first month next succeeding a total loss Casualty Occurrence, or constructive total loss if such date is not a Business Day, then on the next day that is a Business Day (the “Payment Date”), Lessee shall pay Lessor the sum of any Unit, b. A Casualty arises from a theft, taking, confiscation, condemnation or requisition, or c. The damage cannot reasonably be expected (x) the Stipulated Loss Value of all Equipment calculated in accordance with Annex C of the Schedule; and (y) all Rent (including Basic Term Rent scheduled to be repaired paid on such Payment Date) and other amounts which are due hereunder with respect to the Equipment as of the Payment Date; provided that Lessee shall not be required to make any payment in sixty respect of a Casualty Occurrence if (60A) days the Equipment affected by such Casualty Occurrence is not necessary to enable the Equipment to continue to be capable of operating at the capacity levels at which the Equipment was capable of operating as of the Basic Term Commencement Date with respect to the Equipment covered by the Schedule (reasonable wear and tear excepted) and (B) the failure to repair or replace such Equipment does not diminish the value, utility or remaining useful life of the Equipment which remains subject to this Agreement from the date value, utility and remaining useful life of all Equipment subject to this Agreement immediately prior to such Casualty Occurrence. Upon payment of all sums due hereunder, the obligation of Lessee to pay Rent and the Term of this Agreement as to the Equipment shall terminate, and (except in the case of the Casualty [loss, theft or if earlier, the end complete destruction of the TermEquipment ) Lessee may elect (by giving Lessor written notice) to receive from Lessor title to the Equipment, in each case on an AS IS, WHERE IS BASIS, free and clear of all Lessor’s Liens; provided that if Lessee elects to take title to the "Outside Repair Date"Equipment (in-place and in-use) (any event in clauses (a), (b) or (c), being a "Total Loss"]and the Fair Market Value of the Equipment is greater than the applicable Stipulated Loss Value, then Lessee will pay Lessor as additional purchase price the amount by which such Fair Market Value exceeds such Stipulated Loss Value. Lessor shall on apply any insurance proceeds received pursuant to any insurance policies maintained by the first day Lessee to the payment of Lessee’s obligations under this Section 8, and Lessee shall be entitled to receive any such insurance proceeds in excess of the month next succeeding proceeds necessary to pay Lessor the Outside Repair Date (or if earlier, the end of the term, in each case the "Settlement Date") pay a settlement value as specified in the Settlement. Value as specified in the Rider ("Settlement Value") for such Settlement Date, together with any other accrued but unpaid amounts due hereunder. Any Unit which is seized and held by any governmental authority for more than thirty (30) days or which becomes the subject of a forfeiture proceeding initiated by any governmental authority shall be deemed a Total Loss for which Lessee shall pay the Settlement Value pursuant to this Section 11. Upon Lessor's receipt of the Settlement Value and all other amounts then due and payable under the Lease: a. The Rent for such Unit shall cease, and the Lease for such Unit shall terminate (other than provisions expressly stated to survive), and b. Unless prohibited by Applicable Law, Lessor shall convey to Lessee, the insurer, as applicable, or Lessee's designee, its title and interest to such Unit (taking into such Casualty) on an "as-is, where-is" basis without recourse or warranty [other than the absence of any Lessor Lien (defined below)]. Lessor has the right, but not the obligation, to replace any Unit which suffers a Total Loss, subject to Acceptance as set forth in Section 2. In the event that a Casualty shall occur that shall not constitute a Total Loss, then Lessee shall promptly repair the Unit to meet the requirements of Section 8 and so the Unit will be able to be returned in accordance with Section 9. If any Unit that has suffered a Casualty has not been so repaired by the Outside Repair Date, then such Unit on such Outside Repair Date shall be deemed to be a Total Loss and Settlement Value and all other amounts accrued but unpaid hereunder shall be immediately due and payable.this

Casualty Occurrence. During Lessee assumes, and shall at all times bear the Termentire risk of, Lessee hereby assumes all risk of any loss, damage, theft, taking, destruction, confiscation, condemnation or requisition ofdamage to, or to, each Unit, however caused destruction of any Property from any cause whatsoever from the time such Property is shipped to Lessee until its return to Lessor or occasioned (each, a "Casualty")other disposition at the end of the Lease. Lessee shall promptly notify Lessor in writing if any Property shall be or become, lost, stolen, destroyed, irreparably damaged, or permanently rendered unfit for use from any cause whatsoever (each a "Casualty Occurrence"). On the regular rent payment due date succeeding a Casualty Occurrence (the "Payment Date"), Lessee shall pay Lessor the sum of (i) the Stipulated Loss Value of such Property calculated in accordance with the applicable Schedule as of the Payment Date, and (ii) all Rent and other amounts which are due hereunder as of the Payment Date. Upon payment of all sums due hereunder with respect to such Property, the obligation of Lessee to pay Rent and the term of this Lease with respect to such Property shall terminate. Following payment of any Casualty. In event that: a. Such Casualty results in Stipulated Loss Value, and if no Event of Default has occurred and remains continuing, Lessor will then (a) transfer to Lessee the Lessor's rights to such Property "as is," "where is" and with all defects, without recourse and WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, other than a total loss or constructive total loss warranty that the Property is free and clear of any Unit, b. A Casualty arises from a theft, taking, confiscation, condemnation or requisition, or c. The damage cannot reasonably be expected to be repaired in sixty liens created by Lessor (60) days from the date of the Casualty [or if earlier, the end of the Term, in each case the foregoing limitations herein called "Outside Repair DateLessor's Transfer Limitations") (any event in clauses (a), ; and (b) remit to Lessee any physical damage insurance proceeds received by Lessor arising out of such loss up to the amount of the Stipulated Loss Value paid. Sublease; Assignment. Without the prior written consent of Lessor, Lessee will not assign, transfer, sublease or (c)dispose of any Property or any of its rights or obligations under the Lease Documents, being a "Total Loss"]or its leasehold or any other interest therein, then or otherwise permit the Property to be operated or used by, or to come into or remain in the possession of, anyone but Lessee. Any unpermitted assignment, transfer, delegation or sublease by Lessee shall on be void at inception. Notwithstanding the foregoing, however, so long as no Default then exists, Lessee may, upon first day giving at least thirty days prior written notice to Lessor, assign (in whole, but not in part) its rights and interests hereunder or sublease (in whole, but not in part) the Property, to a subsidiary or affiliate of Lessee, provided, however, that: (i) notwithstanding any such assignment or sublease, Lessee shall be and remain primarily liable hereunder; (ii) the terms of any sublease must be substantially similar to the terms hereof, and in any event reviewed and approved by Lessor prior to inception of the month next succeeding sublease; (iii) the Outside Repair Date rights of any assignee or sublessee to any Property shall be subject, subordinate and inferior to the rights, title and interest of Lessor hereunder at all times; and (iv) Lessee shall assign all of its rights and claims against any assignee or if earliersublessee to Lessor, and take such further actions as Lessor may reasonably request, to evidence, perfect or protect Lessor's interests as assignee thereof, including obtaining, at Lessee's expense, UCC filings, third party waivers, insurance certificates and opinions of counsel incident to such assignment or sublease. Lessee acknowledges and agrees that, subject in all respects to Lessee's rights therein, Lessor may sell, assign, grant a security interest in, or otherwise transfer all or any part of its rights, title interest and obligations in the Lease Documents and the Property without any necessity of first obtaining the consent of, or giving any notice to, the end of the termLessee. Upon Lessor's written notice, in each case the Lessee shall, if requested, pay directly to such assignee without abatement, reduction, diminution, setoff, withholding, defense, counterclaim, or recoupment (collectively, "Settlement DateDefense") pay a settlement value as specified in the Settlement. Value as specified in the Rider ("Settlement Value") for respect of any such Settlement Date, together with any other accrued but unpaid amounts amount that becomes due hereunder. Any Unit which is seized Lessee waives and held by agrees it will not assert any governmental authority such Defense against any assignee. Such assignee shall have and be entitled to exercise any and all rights and remedies of Lessor hereunder, and all references herein to Lessor shall include Lessor's assignee. Lessee shall fail to pay when due any Rent or other amount owing or required to be paid under this Lease or any Additional Lease Documents, and any such failure shall continue for more than five (5) days after written notice thereof shall have been given by Lessor to Lessee; Lessee or any Guarantor shall default in the performance or observance of any covenant or agreement on its part to be performed or observed under any of the Lease Documents (not constituting an Event of Default under any other clause of this Section), and such default shall continue unremedied for fifteen (15) days after written notice thereof shall have been given by Lessor to Lessee; Any representation or warranty made by Lessee, any Guarantor or any Broker representing Lessee, whether contained in any of the Lease Documents or otherwise, shall at any time prove to have been incorrect in any material respect when made; Lessee shall fail to maintain insurance on the Property in accordance with the Lease Documents; A default or event of default by Lessee or any Guarantor shall occur under the terms of any other agreement, instrument or document with or intended for the benefit of Lessor, or any of its affiliates, and any required notice shall have been given and/or required passage of time shall have elapsed; Any Bankruptcy Event shall occur; Any event shall occur which results in any monetary default of any agreement involving Lessee evidencing any indebtedness greater than $1,000,000.00 that continues beyond the earlier of the applicable cure period or 5 Business Days; Lessee ceases to do business as a going concern; Any direct or indirect sale, conveyance, assignment or other transfer of any ownership interest of Lessee or any Guarantor which results, in a change of "beneficial ownership" (as such term is defined in Rule 13(d)-3 and Rule 13(d)-5 under the Securities Exchange Act of 1934), directly or indirectly, of more than fifty percent (50%) of the total voting power of all classes of capital stock then outstanding of the Lessee entitled (without regard to the occurrence of any contingency) to vote in elections of directors of Lessee; The Property shall be or become subject to any material abuse or misuse, or any levy, attachment, seizure or confiscation which is not released within thirty (30) days or which becomes the subject of a forfeiture proceeding initiated by any governmental authority shall be deemed a Total Loss for which days; and Lessee shall pay the Settlement Value pursuant fail to this Section 11. Upon Lessor's receipt provide Lessor with prompt written notification of the Settlement Value and all other amounts then due and payable under the Lease: a. The Rent for such Unit shall cease, and the Lease for such Unit shall terminate (other than provisions expressly stated to survive), and b. Unless prohibited by Applicable Law, Lessor shall convey to Lessee, the insurer, as applicableany Default, or Lessee's designee, its title and interest to such Unit (taking into such Casualty) on an "as-is, where-is" basis without recourse or warranty [other than the absence of any information which indicates that any financial statements provided to Lessor Lien (defined below)]. Lessor has do not in any material respect present fairly the right, but not the obligation, to replace any Unit which suffers a Total Loss, subject to Acceptance as set forth in Section 2. In the event that a Casualty shall occur that shall not constitute a Total Loss, then Lessee shall promptly repair the Unit to meet the requirements financial condition and results of Section 8 and so the Unit will be able operations purported to be returned presented in accordance with Section 9. If any Unit that has suffered a Casualty has not been so repaired by the Outside Repair Date, then such Unit on such Outside Repair Date shall be deemed to be a Total Loss and Settlement Value and all other amounts accrued but unpaid hereunder shall be immediately due and payablestatements.

Casualty Occurrence. During If an Item of Equipment is damaged to such an extent that the TermLessee believes a Casualty has occurred, the Lessee hereby assumes all risk shall forthwith (and in any event within 10 days after such occurrence) give the Lessor Trustee and the Agent written notice of losssuch Casualty, damagethe Agent in its sole discretion shall determine whether the damage to the Item of Equipment constitutes a Casualty, theftand within 20 days after the Casualty occurred the Lessee shall give the Lessor Trustee and the Agent written notice of its election, takingsubject to the terms hereof, destructionto perform one of the following options (and if the Lessee fails to timely notify the Lessor Trustee and the Agent of its election, confiscationthe Lessee shall be deemed to have elected to perform the option set forth in the following clause (a)), condemnation provided that the Lessee shall not have the right to select the option set forth in clause (b) if a Default or requisition ofEvent of Default has occurred and is continuing when the Casualty occurs, or when the Lessee gives notice of its election, or when the Lessee is to convey the Replacement Equipment to the Lessor Trustee: (a) Except as otherwise provided in the immediately succeeding sentence, on the next Scheduled Payment Date which is at least 30 days after the occurrence of such Casualty (the "Loss Payment Date"), during which time the Lessee's obligation to pay Rent shall continue, the Lessee shall pay to the Lessor Trustee in immediately available funds an amount equal to the Stipulated Loss Value of such Item of Equipment as of such Loss Payment Date together with any Rent due and payable on or prior to the Loss Payment Date with respect to such Item of Equipment. (b) Within 30 days after the Casualty occurs, during which time the Lessee's obligation to pay Rent shall continue, the Lessee shall convey or cause to be conveyed to the Lessor Trustee in accordance with Section 14.2 hereof, to be leased by the Lessor Trustee to the Lessee hereunder in replacement of such Item of Equipment, title to Replacement Equipment, which must be free and clear of all Liens other than Permitted Liens and (as determined by the Agent in its sole discretion) must have a value, utility and remaining economic useful life at least equal to, each Unitand be in as good operating condition as, however caused or occasioned the replaced Item of Equipment (eachassuming it was of the value, a "remaining economic useful life and utility and in the condition and repair required by the terms of this Lease and had suffered no Casualty"). The Lessee shall promptly notify Lessor pay on the next Scheduled Payment Date an amount computed in the manner specified in clause (a) of any Casualty. In event that: a. Such Casualty results in a total loss or constructive total loss of any Unit, b. A Casualty arises from a theft, taking, confiscation, condemnation or requisition, or c. The damage cannot reasonably be expected to be repaired in sixty (60) days from the date of the Casualty [or this Section 14.1 if earlier, no such replacement occurs by the end of the Term, in each case the "Outside Repair Date") (any event in clauses (a), (b) or (c), being a "Total Loss"], then Lessee shall on the first 30-day of the month next succeeding the Outside Repair Date (or if earlier, the end of the term, in each case the "Settlement Date") period. The Lessee's obligation to pay a settlement value as specified in the Settlement. Value as specified in the Rider ("Settlement Value") for such Settlement Date, together with any other accrued but unpaid amounts due hereunder. Any Unit which is seized and held by any governmental authority for more than thirty (30) days or which becomes the subject of a forfeiture proceeding initiated by any governmental authority shall be deemed a Total Loss for which Lessee shall pay the Settlement Value pursuant to this Section 11. Upon Lessor's receipt of the Settlement Value and all other amounts then Rent due and payable under the Lease: a. The Rent for such Unit on or prior to a Loss Payment Date shall cease, and the Lease for such Unit shall terminate (other than provisions expressly stated continue as to survive), and b. Unless prohibited by Applicable Law, Lessor shall convey to Lessee, the insurer, as applicable, or Lessee's designee, its title and interest to such Unit (taking into such any Item of Equipment that has suffered a Casualty) on an "as-is, where-is" basis without recourse or warranty [other than the absence of any Lessor Lien (defined below)]. Lessor has the right, but not the obligation, to replace any Unit which suffers a Total Loss, subject to Acceptance as set forth in Section 2. In the event that of a Casualty shall occur that shall not constitute a Total Losspayment in full of the Stipulated Loss Value for an Item of Equipment and other Rent payable on or prior to the Loss Payment Date all as provided for in the clause (a) of this Section, then (x) this Lease with respect to such Item of Equipment and the obligations of the Lessee shall promptly repair with respect to such Item of Equipment to pay Periodic Rent and Supplemental Rent (except for Supplemental Rent obligations surviving pursuant to Section 6 of the Unit to meet the requirements of Section 8 and so the Unit will be able to be returned in accordance with Section 9. If any Unit that has suffered a Casualty has Participation Agreement or which have otherwise accrued but not been so repaired paid as of the date of such payment) shall terminate; (y) if no Event of Default has occurred and is continuing, any insurance proceeds remaining in the Lessor Trustee's possession (other than proceeds of policies maintained by the Outside Repair DateLessor Trustee for its own account), then such Unit on such Outside Repair Date including any investment interest thereon, shall be deemed promptly paid over to the Lessee; and (z) the Lessor Trustee shall convey to the Lessee, at the Lessee's cost and expense, all of the Lessor Trustee's right, title and interest, AS-IS, WHERE-IS, without recourse or warranty, express or implied except for a warranty against the Lessor's Liens in and to such Item of Equipment, including all claims for damage to such Item of Equipment against third persons arising from the subject Casualty (unless any insurance carrier requires that such claims be a Total Loss and Settlement Value and all other amounts accrued but unpaid hereunder shall be immediately due and payableassigned to it).

Casualty Occurrence. During In the Termevent of a Casualty Occurrence, the Lessee hereby assumes all risk of loss, damage, theft, taking, destruction, confiscation, condemnation or requisition of, or to, each Unit, however caused or occasioned (each, a "Casualty"). Lessee ------------------- shall promptly notify Lessor and fully inform the Owner Trustee, the ClO2 Indenture Trustee and the Indenture Trustee in writing in regard thereto and shall, on the Casualty Termination Date, pay to the Owner Trustee (or, so long as the Secured Indebtedness shall not have been fully paid and satisfied, the Indenture Trustee) an amount equal to the sum of any Casualty. In event that: a. Such (i) the Casualty results in a total loss or constructive total loss Value of any Unit, b. A Casualty arises from a theft, taking, confiscation, condemnation or requisition, or c. The damage cannot reasonably be expected to be repaired in sixty (60) days from the date Facility determined as of the Casualty [or Termination Date, (ii) if earlierthe Casualty Termination Date is a Rent Payment Date, any Periodic Rent (other than Periodic Rent payable "in advance" on such date) and the Periodic Site Rent due on the Casualty Termination Date, and (iii) all other Supplemental Rent then due. Notwithstanding such Casualty Occurrence, the end Lessee's obligation to pay Rent hereunder due and payable as to the Facility on or prior to the payment date of such Casualty Value shall continue. Upon receipt by the TermOwner Trustee (or, in each case so long as the "Outside Repair Date") (any event in clauses (a), (b) or (c), being a "Total Loss"], then Lessee Secured Indebtedness shall on the first day of the month next succeeding the Outside Repair Date (or if earliernot have been fully paid and satisfied, the end Indenture Trustee) of the term, in each case the "Settlement Date") pay a settlement value as specified in the Settlement. Value as specified in the Rider ("Settlement Value") for such Settlement Date, together with any other accrued but unpaid amounts due hereunder. Any Unit which is seized and held by any governmental authority for more than thirty (30) days or which becomes the subject of a forfeiture proceeding initiated by any governmental authority shall be deemed a Total Loss for which Lessee shall pay the Settlement Value pursuant to this Section 11. Upon Lessor's receipt of the Settlement Value payments and all other amounts sums then due and payable by the Lessee under this Lease and the Lease: a. The Rent for such Unit other Operative Agreements and release of the Lien of the Indenture pursuant to Section 9.01 thereof, this Lease shall ceaseterminate, and the Lease for such Unit shall terminate (other than provisions expressly stated Owner Trustee will transfer to survive)the Lessee all the Owner Trustee's right, and b. Unless prohibited by Applicable Law, Lessor shall convey to Lessee, the insurer, as applicable, or Lessee's designee, its title and interest interest, if any, in and to such Unit (taking into such Casualty) the Leased Property on an "as-is", "where-is" basis basis, without recourse or warranty, express or implied, except for a warranty [other than against Lessor's Liens attributable to the absence of any Lessor Lien (defined below)]. Lessor has the right, but not the obligation, to replace any Unit which suffers a Total Loss, subject to Acceptance as set forth in Section 2. In the event that a Casualty shall occur that shall not constitute a Total Loss, then Lessee shall promptly repair the Unit to meet the requirements of Section 8 and so the Unit will be able to be returned in accordance with Section 9. If any Unit that has suffered a Casualty has not been so repaired by the Outside Repair Date, then such Unit on such Outside Repair Date shall be deemed to be a Total Loss and Settlement Value and all other amounts accrued but unpaid hereunder shall be immediately due and payableOwner Trustee or Wilmington Trust Company.