Common use of Casualty Occurrence Clause in Contracts

Casualty Occurrence. Following a Casualty Occurrence, Borrower shall, on the first day payment is due on each Note following the 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 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 schedule) 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 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.

Casualty Occurrence. Following a Casualty Occurrence, Borrower shall, on On the first day payment is due on each Note following the Casualty OccurrenceOccurrence 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 time 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 scheduleNote) 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. Following 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 regular rent payment due date succeeding a Casualty OccurrenceOccurrence (the "Payment Date"), Borrower shallLessee 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, on and (ii) all Rent and other amounts which are due hereunder as of the first day 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 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 warranty that the Property is due on each Note following free and clear of any liens created by Lessor (the Casualty Occurrence, pay foregoing limitations herein called "Lessor's Transfer Limitations"); and (b) remit to Lender an amount equal Lessee any physical damage insurance proceeds received by Lessor arising out of such loss up to the Balance Due amount of the 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 (as defined belowin whole, but not in part) for each item its rights and interests hereunder or sublease (in whole, but not in part) the Property, to a subsidiary or affiliate of Collateral. The Balance Due for each item is the sum ofLessee, provided, however, that: (i) all amounts for each time which may notwithstanding any such assignment or sublease, Lessee shall be then due or accrued to the payment date, plus and remain primarily liable hereunder; (ii) as the terms of such payment date, an amount equal any sublease must be substantially similar to the product terms hereof, and in any event reviewed and approved by Lessor prior to inception of the fraction specified below times sublease; (iii) the sum 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 remaining payments under the respective Notetimes; 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 amount 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 mandatory 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 optional payment other amount owing or required or permitted 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 Borrower Lessor to Lender at Lessee; Lessee or any Guarantor shall default in the maturity performance or observance of any covenant or agreement on its part to be performed or observed under any of the Note. The numerator 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 fraction Lease Documents or otherwise, shall be at any time prove to have been incorrect in any material respect when made; Lessee shall fail to maintain insurance on the Collateral Value 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 set forth on such term is defined in Rule 13(d)-3 and Rule 13(d)-5 under the applicable scheduleSecurities Exchange Act of 1934), directly or indirectly, of more than fifty percent (50%) of the item and total voting power of all classes of capital stock then outstanding of the denominator Lessee entitled (without regard to the occurrence of any contingency) to vote in elections of directors of Lessee; The Property shall be the aggregate Collateral Value of all items under the Note. Upon the making of such paymentsor become subject to any material abuse or misuse, Lender shall release such item of Collateral from its lien hereunder. Notwithstanding the aboveor any levy, attachment, seizure or confiscation which is not released within thirty (30) days following a Casualty Occurrencedays; and Lessee shall fail to provide Lessor with prompt written notification of any Default, Borrower may replace or of any item information which indicates that any financial statements provided to Lessor do not in any material respect present fairly the financial condition and results of Collateral which has suffered a Casualty Occurrence with Collateral acceptable operations purported to Lender in its complete discretion and, be presented 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 Collateralstatements.

Casualty Occurrence. Following In the event of a Casualty Occurrence, Borrower 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 the first day payment is due on each Note following the Casualty OccurrenceTermination Date, pay to Lender 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 Balance Due (as defined below) for each item sum of Collateral. The Balance Due for each 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 time 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 so long as the Secured Indebtedness shall not have been fully paid and satisfied, the Indenture Trustee) of such payments and all other sums then due 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 product of Lessee all the fraction specified below times the sum of all remaining payments under the respective NoteOwner Trustee's right, 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 schedule) of the item title and the denominator shall be the aggregate Collateral Value of all items under the Note. Upon the making of such paymentsinterest, Lender shall release such item of Collateral from its lien hereunder. Notwithstanding the above, within thirty (30) days following a Casualty Occurrence, Borrower may replace any item of Collateral which has suffered a Casualty Occurrence with Collateral acceptable to Lender in its complete discretion andif any, in such eventand to the Leased Property on an "as-is", "where-is" basis, without recourse or warranty, express or implied, except for a warranty against Lessor's Liens attributable to 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 CollateralOwner Trustee or Wilmington Trust Company.

Casualty Occurrence. Following a Casualty Occurrence, Borrower shall, on On the first day payment is due on each Note following the Casualty OccurrenceOccurrence 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 is the sum of: (i) all amounts for each time 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 scheduleNote) 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 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 encumbrancesencumbrances (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, 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 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. Following a Casualty Occurrence, Borrower shall, on the first day payment is due on each Note following the 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 time 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 schedule) 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 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.

Casualty Occurrence. Following a Notwithstanding any Casualty Occurrence, the Loan to which such casualtied item of Collateral is subject shall continue in full force and effect without any abatement in the monthly payment due. Borrower shall, at its election, (a) no later than thirty (30) days after such Casualty Occurrence repair the Collateral returning it to good operating condition, (b) no later than thirty (30) days after such Casualty Occurrence replace the Collateral with Collateral acceptable to Lender in its reasonable discretion, in good condition and repair taking all steps required by Lender to perfect Lender's first priority security interest therein, which replacement Collateral shall be subject to the terms of this Security Agreement, or (c) on the first day next regular monthly payment date which falls after such thirty (30) days, or if there is due on each Note following the no such payment date, thirty (30) days after such Casualty Occurrence, 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 time 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 NoteNote discounting to present value the amounts in (ii) at a rate of 6% per annum compounded monthly on the basis of a 360 day year ("Discount Rate"). The numerator of the fraction shall be the Collateral Value collateral value (as set forth on the applicable scheduleNote) of the item and the denominator shall be the aggregate Collateral Value 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 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.

Casualty Occurrence. Following a Casualty OccurrenceOccurrence 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, pay to Lender an 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 item of Collateral. The Balance Due for each item is the sum of: (i) all amounts for each 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 (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 schedulefair 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 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, and otherwise qualifies as Collateral under this Security Agreement. Following such tender, Lender shall have a first security interest in such Collateral.