Common use of Casualty Occurrence Clause in Contracts

Casualty Occurrence. On the first day payment is due on each Note following the Casualty Occurrence or, if there is no such payment date, thirty (30) days after such Casualty Occurrence Borrower shall pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of 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 Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the Collateral Value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate Collateral Value of all items under the Note. Upon the 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 Occurrence, Borrower may repair the Collateral or replace any item of Collateral which has suffered a Casualty Occurrence with Collateral acceptable to Lender in its complete discretion and, in such event, the provisions of the previous paragraph shall not apply. Borrower's tender of such Collateral shall constitute a representation and warranty that it is free of all liens, claims and encumbrances and otherwise qualifies as Collateral under this Security Agreement. Following such tender, Lender shall have a first security interest in such Collateral. All insurance proceeds from policies required to be maintained hereunder received by or payable to Lender on account of a Casualty Occurrence shall be released to the vendor of the replacement item of Collateral upon Borrower's request if (i) no Event of Default has occurred and is continuing hereunder, and (ii) Lender has received an invoice from the vendor describing the replacement item of Collateral. If Lender has received from Borrower the Balance Due and all other payments due with respect to the item of Collateral which has suffered a Casualty Occurrence, all insurance proceeds received by Lender thereafter or payable on account of the Casualty Occurrence shall be paid to Borrower as it may direct.

Casualty Occurrence. On Lessee shall promptly notify Lessor in writing if the first day payment is due on Facility or any Unit of Equipment shall be or become worn out, lost, stolen, destroyed, irreparably damaged in the reasonable determination of Lessee, or permanently rendered unfit for use from any cause whatsoever (including a violation of applicable Environmental Laws concerning or with respect to PCBs or Hazardous Substances) (such occurrences being hereinafter called "Casualty Occurrences"). The parties hereby acknowledge and agree that the Facility and all Units of Equipment shall be under Lessee's care and attention at all times, and that Lessee shall take all precautions and preventive measures to maintain the Facility and each Note following and all Units of Equipment in working condition and to use the Facility and the Units of Equipment in accordance with this Agreement, therefore, Lessee shall be responsible for any Casualty Occurrence orOccurrence. Unless otherwise expressly provided for in Section 10(f) hereto, if there is no such payment date, thirty (30) days after such Casualty Occurrence Borrower shall pay any of the events set forth in the proviso to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment date, plus clause (ii) as of such payment dateSection 10(f) have occurred, an amount equal to on 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 Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the Collateral Value (as date set forth on Annex C to the applicable Note) of Schedule during the item and the denominator shall be the aggregate Collateral Value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunder. Notwithstanding the above, within thirty (30) days following first month next succeeding a Casualty Occurrence, Borrower may repair or if such date is not a Business Day, then on the Collateral next day that is a Business Day (the "Payment Date"), Lessee shall pay Lessor, as a contractual penalty (xxxx convencional) for the early termination of the lease over the Facility or replace any item of Collateral which has suffered a Casualty Occurrence with Collateral acceptable to Lender in its complete discretion and, in such eventaffected Unit, the provisions sum of (x) the Stipulated Loss Value of the previous paragraph shall not apply. Borrower's tender of Facility or such Collateral shall constitute a representation and warranty that it is free of all liens, claims and encumbrances and otherwise qualifies as Collateral under this Security Agreement. Following such tender, Lender shall have a first security interest Unit calculated in such Collateral. All insurance proceeds from policies required to be maintained hereunder received by or payable to Lender on account of a Casualty Occurrence shall be released to the vendor accordance with Annex C of the replacement item of Collateral upon Borrower's request if (i) no Event of Default has occurred and is continuing hereunder, applicable Schedule; and (iiy) Lender has received an invoice from the vendor describing the replacement item of Collateral. If Lender has received from Borrower the Balance Due all Rent (including Basic Term Rent) and all other payments amounts which are due hereunder with respect to the item of Collateral which has suffered a Casualty Occurrence, all insurance proceeds received by Lender thereafter Facility or payable on account such Unit as of the Casualty Occurrence Payment Date. Upon payment of all sums due hereunder, the obligation of Lessee to pay Rent and the Term of this Agreement as to the Facility or such Unit shall terminate and (except in the case of the loss, theft or complete destruction of the Facility or such Unit) Lessor shall be paid entitled to Borrower recover possession of the Facility or such Unit, as it the case may directbe, on an AS IS, WHERE IS BASIS.

Casualty Occurrence. On the first day payment is due on each Note following the Casualty Occurrence or, if there is no such payment date, thirty (30) days after such Casualty Occurrence Borrower shall pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each item such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of 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 Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the Collateral Value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate Collateral Value of all items under the Note. Upon the 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 Occurrence, Borrower may repair the Collateral or replace any item of Collateral which has suffered a Casualty Occurrence with Collateral acceptable to Lender of equivalent value in its complete discretion good condition and repair and, in such event, the provisions of the previous paragraph shall not apply. Borrower's tender of such Collateral shall constitute a representation and warranty that it is free of all liens, claims and encumbrances (excluding taxes, fees, assessments, or other government charges not yet due which exist in the ordinary course of business from time to time, but which Borrower agrees to pay when due), and otherwise qualifies as Collateral under this Security Agreement. Following such tender, Lender shall have a first security interest in such Collateral. All insurance proceeds from policies required to be maintained hereunder received by or payable to Lender on account of a Casualty Occurrence Occurrence, shall be released to the vendor of the replacement item of Collateral upon Borrower's request if (i) no Event of Default has occurred and is continuing hereunder, and (ii) Lender has received an invoice from the vendor Vendor describing the replacement item of Collateral. If Lender has received from Borrower the Balance Due and all other payments due with respect to the item of Collateral which has suffered a Casualty Occurrence, all insurance proceeds received by Lender thereafter or payable on account of the Casualty Occurrence shall be paid over to Borrower as it may direct.

Casualty Occurrence. On In the first day payment is due event of a Casualty Occurrence, the Lessee ------------------- shall promptly and fully inform the Owner Trustee, the ClO2 Indenture Trustee and the Indenture Trustee in writing in regard thereto and shall, on each Note following the Casualty Occurrence Termination Date, pay to the Owner Trustee (or, if there is no such payment dateso long as the Secured Indebtedness shall not have been fully paid and satisfied, thirty (30the Indenture Trustee) days after such Casualty Occurrence Borrower shall pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item sum of Collateral. The Balance Due for each such item is the sum of: (i) the Casualty Value of the Facility determined as of the Casualty Termination Date, (ii) if the 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 amounts for each item which may be other Supplemental Rent then due. Notwithstanding such Casualty Occurrence, the Lessee's obligation to pay Rent hereunder due and payable as to the Facility on or accrued prior to the payment date, plus (ii) as date of such payment dateCasualty Value shall continue. Upon receipt by the Owner Trustee (or, an amount equal to so long as the product of Secured Indebtedness shall not have been fully paid and satisfied, 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 Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the Collateral Value (as set forth on the applicable NoteIndenture Trustee) of the item and the denominator shall be the aggregate Collateral Value of all items under the Note. Upon the 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 Occurrence, Borrower may repair the Collateral or replace any item of Collateral which has suffered a Casualty Occurrence with Collateral acceptable to Lender in its complete discretion and, in such event, the provisions of the previous paragraph shall not apply. Borrower's tender of such Collateral shall constitute a representation and warranty that it is free of all liens, claims and encumbrances and otherwise qualifies as Collateral under this Security Agreement. Following such tender, Lender shall have a first security interest in such Collateral. All insurance proceeds from policies required to be maintained hereunder received by or payable to Lender on account of a Casualty Occurrence shall be released to the vendor of the replacement item of Collateral upon Borrower's request if (i) no Event of Default has occurred and is continuing hereunder, and (ii) Lender has received an invoice from the vendor describing the replacement item of Collateral. If Lender has received from Borrower the Balance Due payments and all other payments sums then due with respect and payable by the Lessee under this Lease and the other Operative Agreements and release of the Lien of the Indenture pursuant to Section 9.01 thereof, this Lease shall terminate, and the Owner Trustee will transfer to the item of Collateral which has suffered Lessee all the Owner Trustee's right, title and interest, if any, in and to the Leased Property on an "as-is", "where-is" basis, without recourse or warranty, express or implied, except for a Casualty Occurrence, all insurance proceeds received by Lender thereafter warranty against Lessor's Liens attributable to the Owner Trustee or payable on account of the Casualty Occurrence shall be paid to Borrower as it may directWilmington Trust Company.

Casualty Occurrence. On the first day payment is due on each Note describing Collateral materially affected by such Casualty Occurrence, following the Casualty Occurrence or, if there is no such payment date, thirty (30) days after such Casualty Occurrence Borrower shall: (a) repair the Collateral, (b) replace the Collateral with comparable Collateral in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein and (which replacement Collateral shall be subject to the terms of this Security Agreement), or (c) pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: . (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of 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 Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the Collateral Value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate Collateral Value of all items under the Note. Upon the 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 Occurrence, Borrower may repair the Collateral or replace any item of Collateral which has suffered a Casualty Occurrence with Collateral acceptable to Lender in its complete discretion and, in such event, event the provisions of the previous paragraph shall not apply. Borrower's tender of such Collateral shall constitute a representation and warranty that it is free of all liens, claims and encumbrances and otherwise qualifies as Collateral under this Security Agreement. Following such tender, Lender shall have a first security interest in such Collateral. All insurance proceeds from policies required to be maintained hereunder received by or payable to Lender on account of a Casualty Occurrence shall be released to the vendor of the replacement item of Collateral upon Borrower's request if (i) no Event of Default has occurred and is continuing hereunder, and (ii) Lender has received an invoice from the vendor describing the replacement item of Collateral. If Lender has received from Borrower the Balance Due and all other payments due with respect to the item of Collateral which has suffered a Casualty Occurrence, all insurance proceeds received by Lender thereafter or payable on account of the Casualty Occurrence shall be paid to Borrower as it may direct.

Casualty Occurrence. Lessee assumes, and shall at all times bear the entire risk of, any loss, theft, damage to, or destruction of any Property from any cause whatsoever from the time such Property is shipped to Lessee until its return to Lessor or 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 first day regular rent payment is due on each Note following the date succeeding a Casualty Occurrence or(the "Payment Date"), if there is no such payment date, thirty (30) days after such Casualty Occurrence Borrower Lessee shall pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is Lessor the sum of: of (i) all amounts for each item which may be then due or accrued to the payment dateStipulated Loss Value of such Property calculated in accordance with the applicable Schedule as of the Payment Date, plus and (ii) all Rent and other amounts which are due hereunder as of such the Payment Date. Upon payment date, an amount equal to the product of the fraction specified below times the sum of all remaining payments under sums due hereunder with respect to such Property, the respective Note, including obligation of Lessee to pay Rent and the amount term of this Lease with respect to such Property shall terminate. Following payment of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the Collateral Value (as set forth on the applicable Note) of the item Stipulated Loss Value, and the denominator shall be the aggregate Collateral Value of all items under the Note. Upon the 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 Occurrence, Borrower may repair the Collateral or replace any item of Collateral which has suffered a Casualty Occurrence with Collateral acceptable to Lender in its complete discretion and, in such event, the provisions of the previous paragraph shall not apply. Borrower's tender of such Collateral shall constitute a representation and warranty that it is free of all liens, claims and encumbrances and otherwise qualifies as Collateral under this Security Agreement. Following such tender, Lender shall have a first security interest in such Collateral. All insurance proceeds from policies required to be maintained hereunder received by or payable to Lender on account of a Casualty Occurrence shall be released to the vendor of the replacement item of Collateral upon Borrower's request if (i) 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 warranty that the Property is continuing hereunder, free and clear of any liens created by Lessor (the foregoing limitations herein called "Lessor's Transfer Limitations"); and (iib) Lender has received an invoice from the vendor describing the replacement item of Collateral. If Lender has received from Borrower the Balance Due and all other payments due with respect remit to the item of Collateral which has suffered a Casualty Occurrence, all Lessee any physical damage insurance proceeds received by Lender thereafter or payable on account Lessor arising out of such loss up to the amount of the Casualty Occurrence Stipulated Loss Value paid. Sublease; Assignment. Without the prior written consent of Lessor, Lessee will not assign, transfer, sublease or dispose of any Property or any of its rights or obligations under the Lease Documents, or its leasehold or any other interest therein, 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 be void at inception. Notwithstanding the foregoing, however, so long as no Default then exists, Lessee may, upon first 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 sublease; (iii) the 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 sublessee 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 Lessee. Upon Lessor's written notice, Lessee shall, if requested, pay directly to such assignee without abatement, reduction, diminution, setoff, withholding, defense, counterclaim, or recoupment (collectively, "Defense") in respect of any such amount that becomes due hereunder. Lessee waives and agrees it will not assert any 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 Borrower 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 it may directa 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; and Lessee shall fail to provide Lessor with prompt written notification of any Default, or of any information which indicates that any financial statements provided to Lessor do not in any material respect present fairly the financial condition and results of operations purported to be presented in such statements.

Casualty Occurrence. On Following a Casualty Occurrence, Borrower shall, on the first day payment is due on each Note following the Casualty Occurrence orOccurrence, if there is no such payment date, thirty (30) days after such Casualty Occurrence Borrower shall pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item time which may be then due or accrued to the payment date, plus (ii) as of 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 Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the Collateral Value (as set forth on the applicable Noteschedule) of the item and the denominator shall be the aggregate Collateral Value of all items under the Note. Upon the 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 Occurrence, Borrower may repair the Collateral or replace any item of Collateral which has suffered a Casualty Occurrence with Collateral acceptable to Lender in its complete discretion and, in such event, the provisions of the previous paragraph shall not apply. Borrower's tender of such Collateral shall constitute a representation and warranty that it is free of all liens, claims and encumbrances encumbrances, and otherwise qualifies as Collateral under this Security Agreement. Following such tender, Lender shall have a first security interest in such Collateral. All insurance proceeds from policies required to be maintained hereunder received by or payable to Lender on account of a Casualty Occurrence shall be released to the vendor of the replacement item of Collateral upon Borrower's request if (i) no Event of Default has occurred and is continuing hereunder, and (ii) Lender has received an invoice from the vendor describing the replacement item of Collateral. If Lender has received from Borrower the Balance Due and all other payments due with respect to the item of Collateral which has suffered a Casualty Occurrence, all insurance proceeds received by Lender thereafter or payable on account of the Casualty Occurrence shall be paid to Borrower as it may direct.

Casualty Occurrence. On Lessee shall promptly notify Lessor in writing if the first day payment is due on each Note following the Casualty Occurrence or, if there is no such payment date, thirty (30) days after such Casualty Occurrence Borrower shall pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: Equipment (i) all amounts for each item which may be then due suffers damage or accrued to destruction resulting in an insurance settlement on the payment datebasis of actual, plus constructive or compromised total loss; (ii) as 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 cause whatsoever (including an Adverse Environmental Condition) (such payment date, an amount equal to the product occurrences being hereinafter called “Casualty Occurrences”). The parties hereby acknowledge and agree that all of the fraction specified below times Equipment shall be under Lessee’s care and attention at all times, and that Lessee shall maintain and use the sum Equipment in accordance with the terms of all remaining payments under the respective Notethis Agreement, including the amount of and therefore, Lessee shall be responsible for any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity Casualty Occurrence. Unless otherwise expressly provided for in Section 10(g) hereof, if any of the Note. The numerator events set forth in the proviso to clause (ii) of Section 10(g) have occurred, on the fraction shall be the Collateral Value (as date set forth on Annex C to the applicable Note) of Schedule during the item and the denominator shall be the aggregate Collateral Value of all items under the Note. Upon the making of such payments, Lender shall release such item of Collateral from its lien hereunder. Notwithstanding the above, within thirty (30) days following first month next succeeding a Casualty Occurrence, Borrower may repair or if such date is not a Business Day, then on the Collateral or replace any item next day that is a Business Day (the “Payment Date”), Lessee shall pay Lessor the sum of Collateral which has suffered a Casualty Occurrence (x) the Stipulated Loss Value of all Equipment calculated in accordance with Collateral acceptable to Lender in its complete discretion and, in such event, the provisions Annex C of the previous paragraph Schedule; and (y) all Rent (including Basic Term Rent scheduled to be 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 apply. Borrower's tender of such Collateral shall constitute a representation and warranty that it is free of all liens, claims and encumbrances and otherwise qualifies as Collateral under this Security Agreement. Following such tender, Lender shall have a first security interest in such Collateral. All insurance proceeds from policies be required to be maintained hereunder received by or payable to Lender on account make any payment in respect of a Casualty Occurrence shall if (A) the Equipment affected by such Casualty Occurrence is not necessary to enable the Equipment to continue to be released to capable of operating at the vendor capacity levels at which the Equipment was capable of operating as of the replacement item of Collateral upon Borrower's request if (i) no Event of Default has occurred and is continuing hereunder, and (ii) Lender has received an invoice from the vendor describing the replacement item of Collateral. If Lender has received from Borrower the Balance Due and all other payments due Basic Term Commencement Date with respect to the item 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 Collateral the Equipment which has suffered a remains subject to this Agreement from the 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 loss, theft or complete destruction of the Equipment ) Lessee may elect (by giving Lessor written notice) to receive from Lessor title to the Equipment, 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 Equipment (in-place and in-use) 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 apply any insurance proceeds received pursuant to any insurance policies maintained by Lender thereafter or payable on account the 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 Casualty Occurrence shall be paid proceeds necessary to Borrower as it may direct.pay Lessor the amounts due under this

Casualty Occurrence. On In the first day payment is due event of a Casualty Occurrence, the Lessee shall promptly and fully inform the Owner-Trustee and the Indenture Trustee in writing in regard thereto and shall, on each Note following the Casualty Occurrence orTermination Date, if there is no such payment date, thirty (30) days after such Casualty Occurrence Borrower shall pay to Lender the Owner-Trustee an amount equal to the Balance Due (as defined below) for each lost or damaged item sum of Collateral. The Balance Due for each such item is the sum of: (i) the Casualty Value of the Facility determined as of the Casualty Termination Date, (ii) if the Casualty Termination Date is a Rent Payment Date, the 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 amounts for each item which may be other Supplemental Rent then due. Notwithstanding such -38- Casualty Occurrence, the Lessee's obligation to pay Rent hereunder due and payable as to the Facility on or accrued prior to the payment date, plus (ii) as date of 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 Borrower to Lender at the maturity of the Note. The numerator of the fraction Casualty Value shall be the Collateral Value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate Collateral Value of all items under the Notecontinue. Upon receipt by the making Owner-Trustee of such payments, Lender shall release such item of Collateral from its lien hereunder. Notwithstanding the above, within thirty (30) days following a Casualty Occurrence, Borrower may repair the Collateral or replace any item of Collateral which has suffered a Casualty Occurrence with Collateral acceptable to Lender in its complete discretion and, in such event, the provisions of the previous paragraph shall not apply. Borrower's tender of such Collateral shall constitute a representation and warranty that it is free of all liens, claims and encumbrances and otherwise qualifies as Collateral under this Security Agreement. Following such tender, Lender shall have a first security interest in such Collateral. All insurance proceeds from policies required to be maintained hereunder received by or payable to Lender on account of a Casualty Occurrence shall be released to the vendor of the replacement item of Collateral upon Borrower's request if (i) no Event of Default has occurred and is continuing hereunder, and (ii) Lender has received an invoice from the vendor describing the replacement item of Collateral. If Lender has received from Borrower the Balance Due payments and all other payments sums then due with respect and payable by the Lessee under this Lease and the other Operative Agreements, this Lease shall terminate, and the Owner-Trustee will transfer to the item of Collateral which has suffered Lessee all the Owner-Trustee's right, title and interest, if any, in and to the Leased Property on an "as-is", "where-is" basis, without recourse or warranty, express or implied, except for a Casualty Occurrence, all insurance proceeds received by Lender thereafter warranty against Lessor's Liens attributable to the Owner-Trustee or payable on account of the Casualty Occurrence shall be paid to Borrower as it may directWilmington Trust Company.

Casualty Occurrence. On Following a Casualty Occurrence that results in a total loss of an item of Collateral, Borrower shall, on the first day payment is due on each Note following the Casualty Occurrence or, if there is no such payment date, thirty (30) days after such Casualty Occurrence Borrower shall pay to Lender an Occurrence, prepay the principal of the Notes on a pro rata basis (as provided below) in a total amount equal to the Balance Due sum of (as defined below1) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of such payment date, an amount equal to the product of (x) 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 Borrower to Lender at the maturity aggregate principal balance of the Note. The Notes then outstanding times (y) a fraction, the numerator of the fraction which shall be the Collateral Value (defined as set forth on the applicable Notefair market value as of the date of this Security Agreement as determined by Lender in good faith) of the item Collateral that suffered the Casualty Loss and the denominator of which shall be the aggregate Collateral Value (as so defined) of all items the Collateral and (2) the amount of prepayment premium payable on such principal amount as provided for an optional prepayment under the NoteNotes. Prepayments of principal following a Casualty Occurrence shall be allocated pro rata to each Note in the percentage that the original principal amount of each Note bears to the total original principal amount of all Notes. Upon the 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 Occurrence, Borrower may repair the Collateral or replace any item of Collateral which has suffered a Casualty Occurrence with Collateral acceptable to Lender in its complete discretion and, in such event, the provisions of the previous paragraph shall not apply. Borrower's tender of such Collateral shall constitute a representation and warranty that it such Collateral is free of all liens, claims and encumbrances encumbrances, and otherwise qualifies as Collateral under this Security Agreement. Following such tender, Lender shall have a first security interest in such Collateral. All insurance proceeds from policies required to be maintained hereunder received by or payable to Lender on account of a Casualty Occurrence shall be released to the vendor of the replacement item of Collateral upon Borrower's request if (i) no Event of Default has occurred and is continuing hereunder, and (ii) Lender has received an invoice from the vendor describing the replacement item of Collateral. If Lender has received from Borrower the Balance Due and all other payments due with respect to the item of Collateral which has suffered a Casualty Occurrence, all insurance proceeds received by Lender thereafter or payable on account of the Casualty Occurrence shall be paid to Borrower as it may direct.

Casualty Occurrence. On In the first day payment is due event of a Casualty Occurrence, the Lessee shall promptly and fully inform the Owner Trustee and the Indenture Trustee in writing in regard thereto and shall, on each Note following the Casualty Occurrence Termination Date, pay to the Owner Trustee (or, if there is no such payment dateso long as the Secured Indebtedness shall not have been fully paid and satisfied, thirty (30the Indenture Trustee) days after such Casualty Occurrence Borrower shall pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item sum of Collateral. The Balance Due for each such item is the sum of: (i) the Casualty Value of the Facility determined as of the Casualty Termination Date, (ii) if the 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 amounts for each item which may be other Supplemental Rent then due. Notwithstanding such Casualty Occurrence, the Lessee's obligation to pay Rent hereunder due and payable as to the Facility on or accrued prior to the payment date, plus (ii) as date of such payment dateCasualty Value shall continue. Upon receipt by the Owner Trustee (or, an amount equal to so long as the product of Secured Indebtedness shall not have been fully paid and satisfied, 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 Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the Collateral Value (as set forth on the applicable NoteIndenture Trustee) of the item and the denominator shall be the aggregate Collateral Value of all items under the Note. Upon the 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 Occurrence, Borrower may repair the Collateral or replace any item of Collateral which has suffered a Casualty Occurrence with Collateral acceptable to Lender in its complete discretion and, in such event, the provisions of the previous paragraph shall not apply. Borrower's tender of such Collateral shall constitute a representation and warranty that it is free of all liens, claims and encumbrances and otherwise qualifies as Collateral under this Security Agreement. Following such tender, Lender shall have a first security interest in such Collateral. All insurance proceeds from policies required to be maintained hereunder received by or payable to Lender on account of a Casualty Occurrence shall be released to the vendor of the replacement item of Collateral upon Borrower's request if (i) no Event of Default has occurred and is continuing hereunder, and (ii) Lender has received an invoice from the vendor describing the replacement item of Collateral. If Lender has received from Borrower the Balance Due payments and all other payments sums then due with respect and payable by the Lessee under this Lease and the other Operative Agreements and release of the Lien of the Indenture pursuant to Section 9.01 thereof, this Lease shall terminate, and the Owner Trustee will transfer to the item of Collateral which has suffered Lessee all the Owner Trustee's right, title and interest, if any, in and to the Leased Property on an "as-is", "where-is" basis, without recourse or warranty, express or implied, except for a Casualty Occurrence, all insurance proceeds received by Lender thereafter warranty against Lessor's Liens attributable to the Owner Trustee or payable on account of the Casualty Occurrence shall be paid to Borrower as it may directWilmington Trust Company.

Casualty Occurrence. On In the first day payment is due event of a Casualty Occurrence, the Lessee shall promptly and fully inform the Owner-Trustee and the Indenture Trustee in writing in regard thereto and shall, on each Note following the Casualty Occurrence orTermination Date, if there is no such payment date, thirty (30) days after such Casualty Occurrence Borrower shall pay to Lender the Owner-Trustee an amount equal to the Balance Due (as defined below) for each lost or damaged item sum of Collateral. The Balance Due for each such item is the sum of: (i) the Casualty Value of the Facility determined as of the Casualty Termination Date, (ii) if the Casualty Termination Date is a Rent Payment Date, the 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 amounts for each item which may be other Supplemental Rent then due. Notwithstanding such Casualty Occurrence, the Lessee's obligation to pay Rent hereunder due and payable as to the Facility on or accrued prior to the payment date, plus (ii) as date of 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 Borrower to Lender at the maturity of the Note. The numerator of the fraction Casualty Value shall be the Collateral Value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate Collateral Value of all items under the Notecontinue. Upon receipt by the making Owner-Trustee of such payments, Lender shall release such item of Collateral from its lien hereunder. Notwithstanding the above, within thirty (30) days following a Casualty Occurrence, Borrower may repair the Collateral or replace any item of Collateral which has suffered a Casualty Occurrence with Collateral acceptable to Lender in its complete discretion and, in such event, the provisions of the previous paragraph shall not apply. Borrower's tender of such Collateral shall constitute a representation and warranty that it is free of all liens, claims and encumbrances and otherwise qualifies as Collateral under this Security Agreement. Following such tender, Lender shall have a first security interest in such Collateral. All insurance proceeds from policies required to be maintained hereunder received by or payable to Lender on account of a Casualty Occurrence shall be released to the vendor of the replacement item of Collateral upon Borrower's request if (i) no Event of Default has occurred and is continuing hereunder, and (ii) Lender has received an invoice from the vendor describing the replacement item of Collateral. If Lender has received from Borrower the Balance Due payments and all other payments sums then due with respect and payable by the Lessee under this Lease and the other Operative Agreements, this Lease shall terminate, and the Owner-Trustee will transfer to the item of Collateral which has suffered Lessee all the Owner-Trustee's right, title and interest, if any, in and to the Leased Property on an "as-is", "where-is" basis, without recourse or warranty, express or implied, except for a Casualty Occurrence, all insurance proceeds received by Lender thereafter warranty against Lessor's Liens attributable to the OwnerTrustee or payable on account of the Casualty Occurrence shall be paid to Borrower as it may directWilmington Trust Company.

Casualty Occurrence. On the first day payment is due on each Note following the Following a Casualty Occurrence orOccurrence, if there is no such payment dateBorrower shall, thirty (30) days after such Casualty Occurrence Borrower shall Occurrence, pay to Lender an amount equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item which may be then due or accrued to the payment date, plus (ii) as of 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 Borrower to Lender at the maturity of the Note. The numerator of the fraction shall be the Collateral Value (as set forth on the applicable Noteschedule) of the item and the denominator shall be the aggregate Collateral Value of all items under the Note. Upon the 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 Occurrence, Borrower may repair the Collateral or replace any item of Collateral which has suffered a Casualty Occurrence with Collateral acceptable to Lender in its complete discretion and, in such event, the provisions of the previous paragraph shall not apply. Borrower's tender of such Collateral shall constitute a representation and warranty that it is free of all liens, claims and encumbrances encumbrances, and otherwise qualifies as Collateral under this Security Agreement. Following such tender, Lender shall have a first security interest in such Collateral. All insurance proceeds from policies required to be maintained hereunder received by or payable to Lender on account of a Casualty Occurrence shall be released to the vendor of the replacement item of Collateral upon Borrower's request if (i) no Event of Default has occurred and is continuing hereunder, and (ii) Lender has received an invoice from the vendor describing the replacement item of Collateral. If Lender has received from Borrower the Balance Due and all other payments due with respect to the item of Collateral which has suffered a Casualty Occurrence, all insurance proceeds received by Lender thereafter or payable on account of the Casualty Occurrence shall be paid to Borrower as it may direct.

Casualty Occurrence. On 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 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 pay to Lessor, on the first day payment is due on each Note of the month following the Casualty Occurrence orgiving of such notice, if there is no such payment date, thirty (30) days after such Casualty Occurrence Borrower shall pay to Lender an amount ("Casualty Loss Value") equal to the Balance Due (as defined below) for each lost or damaged item of Collateral. The Balance Due for each such item is the sum of: (i) all amounts for each item the amount which may be then due or accrued will cause the Lessor to realize the same rate of return up to the payment date, plus date of the Casualty Occurrence that the Lessor would have realized had the Lease of the Equipment been in effect for the entire Lease Term; and (ii) as all installments of such payment daterental 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, an amount equal to shall be reduced by a percentage derived by dividing the product Cost of the fraction specified below times Item of Equipment experiencing the sum 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 all remaining payments under the respective Note, including Equipment up to the amount of any mandatory or optional payment required or permitted to be paid by Borrower to Lender at the maturity of the NoteCasualty Loss Value. The numerator of the fraction shall be the Collateral Value (as set forth on the applicable Note) of the item and the denominator shall be the aggregate Collateral Value of all items under the Note. Upon the 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 Occurrence, Borrower may repair the Collateral or replace any item of Collateral which has suffered a Casualty Occurrence with Collateral acceptable to Lender in its complete discretion and, in such event, the provisions of the previous paragraph shall not apply. Borrower's tender of such Collateral shall constitute a representation and warranty that it is free of all liens, claims and encumbrances and otherwise qualifies as Collateral under this Security Agreement. Following such tender, Lender shall have a first security interest in such Collateral. All insurance proceeds from policies required to be maintained hereunder received by or payable to Lender on account of a Casualty Occurrence shall be released to the vendor of the replacement item of Collateral upon Borrower's request if (i) no Provided an Event of Default has not occurred and is continuing hereundercontinuing, Lessor shall pay over such insurance proceeds to Lessee to the extent such amounts exceed the Casualty Loss Value or the entire insurance proceeds received if Lessee has previously paid the Lessor the Casualty Loss Value. Upon Lessor's receipt of such payment, Lessee shall be entitled to whatever interest Lessor may have in said Item of Equipment, in its then condition and location, without warranties, express or implied, and (ii) Lender has received an invoice from the vendor describing the replacement item of Collateral. If Lender has received from Borrower the Balance Due and all other payments due this Lease shall terminate with respect to the item such Item of Collateral which has suffered a Casualty Occurrence, all insurance proceeds received by Lender thereafter or payable on account of the Casualty Occurrence shall be paid to Borrower as it may directEquipment.