Common use of Condemnation or Casualty Without Termination Clause in Contracts

Condemnation or Casualty Without Termination. If, after a Casualty or Condemnation, neither the Lessor nor the Lessee has given a Termination Notice in accordance with 7.02, then this Lease shall continue in full force and effect, and the Lessee shall, at its sole cost and expense, promptly commence and diligently pursue to completion the rebuilding, replacement or repair of any damage to the Property, caused by such event in conformity with the requirements of Section 6.06, as applicable, in order to restore the Property, (in the case of a Condemnation, as nearly as practicable) to the value and operating condition thereof immediately prior to such event (but in no event to a value less than the aggregate Original Capitalized Cost of the Property (determined in accordance with Section I-B of Schedule 1)). In connection with such restoration the Lessee shall, before beginning such restoration, submit plans and specifications for such restoration, together with an estimate of the cost thereof, and all necessary construction contracts therefor for the Lessor's and the Independent Engineer's approval, which will not be unreasonably withheld, conditioned or delayed; provided that (i) the Property can be restored to an economic unit of substantially the same character and fair market value as existed immediately prior to such Casualty or Condemnation and (ii) if the estimated cost to complete such restoration exceeds the amount of Net Proceeds, the Lessor is, in its sole judgment, satisfied that the Lessee shall have sufficient funds (the "Excess Funds") available to pay such excess, which Excess Funds shall be deposited by the Lessee with the Proceeds Trustee and distributed to the Lessee as hereinafter provided. If the conditions set forth in the foregoing proviso are not satisfied, the Lessor may deliver a Termination Notice.

Condemnation or Casualty Without Termination. If, after a Casualty or Condemnation, neither the Lessor nor the Lessee has not given a Termination Notice and the Lessor has not given a Lessor Termination Notice in accordance with 7.02subparagraph 12(b), then this Lease shall continue in full force and effect, and the Lessee shall, at its sole cost and expense, promptly commence and diligently pursue to completion the rebuilding, replacement or repair of any damage to the Property, Property caused by such event in conformity with the requirements of Section 6.06paragraph 9 or 10, as applicable, in order to restore the Property, Property (in the case of a Condemnation, as nearly as practicable) to the value and operating condition thereof immediately prior to such event (but in no event to a value less than the aggregate Original Capitalized Cost of the Property (determined in accordance with Section I-B of Schedule 1))event. In connection with such restoration the Lessee shall, before beginning such restoration, submit plans and 14 specifications for such restoration, together with an estimate of the cost thereof, and all necessary construction contracts therefor for the Lessor's and the Independent Engineer's approval, which will not be unreasonably withheld, conditioned or delayed; provided PROVIDED that (i) the Property can capacity, efficiency and useful life of the Improvements, shall not, after all such restoration taken as a whole, be restored to an economic unit of substantially materially less than the same character capacity, efficiency and fair market value as existed immediately useful life prior to such Casualty or Condemnation Condemnation; (ii) the fair market value of the Property shall not, after all such restoration taken as a whole, be materially less than its fair market value prior to such Casualty or Condemnation; and (iiiii) if the estimated cost to complete such restoration exceeds the amount of Net Proceeds, the Lessor is, in its sole judgment, satisfied that the Lessee shall have sufficient funds (the "Excess FundsEXCESS FUNDS") available to pay such excess, which Excess Funds if in excess of $25,000, shall be deposited by the Lessee with the Proceeds Trustee and distributed to the Lessee as hereinafter provided. If Such work shall be completed in a good and workmanlike manner free and clear of all Liens for labor, services or materials and in compliance with all applicable Legal Requirements and Insurance Requirements. All fees and expenses of the conditions set forth Independent Engineer in connection with any rebuilding and restoration shall be at the foregoing proviso Lessee's sole cost and expense. The Lessee shall be entitled to receive payment from the Net Proceeds or the Excess Funds, as the case may be, from time to time as such work of rebuilding, replacement or repair progresses, but only after presentation of certificates of the Independent Engineer, delivered by the Lessee to the Proceeds Trustee (with a copy to the Lessor) from time to time as such work of rebuilding, replacement or repair progresses. Each such certificate of the Independent Engineer shall describe the work for which the Lessee is requesting permission to pay or requesting payment and the cost incurred by the Lessee in connection therewith and shall state that such work has been properly completed and that the Lessee has not theretofore received payment for such work, and shall be accompanied by (i) an Officer's Certificate of the Lessee certifying that no Default, Environmental Trigger, Unwind Event or Event of Default has occurred and is continuing and that the Net Proceeds and Excess Funds held by the Proceeds Trustee are not satisfiedadequate to complete such rebuilding, replacement or repair in accordance with this paragraph 12(c), and (ii) duly executed Lien waivers executed by each materialman or mechanic furnishing materials or labor for which the Lessee is requesting permission to pay. The Proceeds Trustee shall deliver, or cause to be delivered, payment within ten (10) days after its receipt of the certificates required above. In connection with such payments, the Lessor may deliver Proceeds Trustee shall first apply the Excess Funds to the cost of such restoration prior to the disbursement of any Net Proceeds by the Proceeds Trustee for such purpose. Upon receipt by the Proceeds Trustee (with a Termination Noticecopy to the Lessor) of an Officer's Certificate from the Lessee, to the effect that final payment has been made for any such work and stating that the rebuilding, replacement or repair has been completed in compliance with the terms and conditions of this Lease, the remaining amount of such Net Proceeds shall be paid to the Lessee. The Lessee shall be responsible for the cost of any such repair, rebuilding or restoration in excess of such Net Proceeds and Excess Funds, for which cost the Lessee shall make adequate provision acceptable to the Lessor.

Condemnation or Casualty Without Termination. If, after a -------------------------------------------- Casualty or Condemnation, neither the Lessor nor the Lessee has not given an Offer to Purchase and Lessor has not given a Lessor Termination Notice in accordance with 7.02paragraph 12(b), then this Lease shall continue in full force and effect, and the Lessee shall, at its sole cost and expense, promptly commence and diligently pursue to completion the rebuilding, replacement or repair of any damage to the PropertyMill I Parcel, Mill I and the Mill I Improvements caused by such event in conformity with the requirements of Section 6.06paragraph 9 or 10, as applicable, in order to restore the PropertyMill I Parcel, Mill I and the Mill I Improvements (in the case of a Condemnation, as nearly as practicable) to the value and operating condition thereof immediately prior to such event (but in no event to a value less than the aggregate Original Capitalized Cost of the Property (determined in accordance with Section I-B of Schedule 1))event. In connection with such restoration the Lessee shall, before beginning such restoration, submit plans and specifications for such restoration, together with an estimate of the cost thereof, and all necessary construction contracts therefor for the Lessor's and the Independent Engineer's approval, which will not be unreasonably withheld, conditioned or delayed; provided that (i) the Property can capacity, efficiency and utility -------- of the Mill I Parcel, Mill I and the Mill I Improvements shall not, after such restoration, be restored to an economic unit of substantially less than the same character capacity, efficiency and fair market value as existed immediately utility prior to such Casualty or Condemnation Condemnation; (ii) the fair market value of the Mill I Parcel, Mill I and the Mill I Improvements shall not, after such restoration, be less than its fair market value prior to such Casualty or Condemnation; and (iiiii) if the estimated cost to complete such restoration exceeds the amount of Net Proceeds, the Lessor is, in its sole judgment, satisfied that the Lessee shall have sufficient funds (the "Excess Funds") available to pay such excess, which Excess Funds shall be ------------ deposited by the Lessee with the Proceeds Trustee and distributed to the Lessee as hereinafter provided. If the conditions set forth in the foregoing proviso are not satisfied, the Lessor may Lessee shall be deemed to have made an Offer to Purchase. Such work shall be completed in a good and workmanlike manner free and clear of all Liens for labor, services or materials (except Permitted Encumbrances) and in compliance with all applicable Legal Requirements and Insurance Requirements. Upon completion of such work, the Lessee shall cause the Independent Engineer to deliver a Termination Noticecertificate to the effect that final completion of the work has occurred and that the operating condition of the Mill I Property, after taking into consideration the restoration, is equivalent to, or better than, the operating condition that existed immediately prior to the Casualty or Condemnation assuming compliance with paragraph 9 hereof. All fees and expenses of the Independent Engineer in connection with any rebuilding and restoration shall be at the Lessee's sole cost and expense. The Lessee shall be entitled to receive payment from the Net Proceeds or the Excess Funds, as the case may be, from time to time as such work of rebuilding, replacement or repair progresses, but only after presentation of certificates of the Independent Engineer, delivered by the Lessee to the Proceeds Trustee (with a copy to the Lessor) from time to time as such work of rebuilding, replacement or repair progresses. Each such certificate of the Independent Engineer shall describe the work for which the Lessee is requesting permission to pay or requesting payment and the cost incurred by the Lessee in connection therewith and shall state that such work has been properly completed and that the Lessee has not theretofore received payment for such work, and shall be accompanied by (i) an Officer's Certificate of the Lessee certifying that no Default, Event of Default or Major Environmental Event has occurred and is continuing and that the Net Proceeds and Excess Funds held by the Proceeds Trustee are adequate to complete such rebuilding, replacement or repair in accordance with this paragraph 12(c), and (ii) duly executed Lien waivers executed by each materialman or mechanic furnishing materials or labor for which the Lessee is requesting permission to pay or requesting payment. The Proceeds Trustee shall deliver, or cause to be delivered, payment within five (5) Business Days after its receipt of the certificates required above. In connection with such payments, the Proceeds Trustee shall first apply the Excess Funds to the cost of such restoration prior to the disbursement of any Net Proceeds by the Proceeds Trustee for such purpose. Upon receipt by the Proceeds Trustee (with a copy to the Lessor) of an Officer's Certificate from the Lessee, to the effect that final payment has been made for any such work and stating that the rebuilding, replacement or repair has been completed in compliance with the terms and conditions of this Lease, the remaining amount of such Net Proceeds shall be paid to the Lessee. The Lessee shall be responsible for the cost of any such repair, rebuilding or restoration in excess of such Net Proceeds and Excess Funds, for which cost the Lessee shall make adequate provision acceptable to the Lessor.

Condemnation or Casualty Without Termination. If, after a Casualty or Condemnation, neither the Lessor nor the Lessee has not given or been deemed to have given a Termination Notice in accordance with 7.02subparagraph 12(b), then this Lease shall continue in full force and effect, and the Lessee shall, at its sole cost and expense, promptly within a reasonable period (not to exceed 30 days) commence and diligently pursue to completion completion, regardless of whether or not any Net Proceeds in respect of such Casualty or Condemnation have been paid to the Proceeds Trustee or the Lessee, as the case may be, the rebuilding, replacement or repair of any damage to the Property, Property caused by such event in conformity with the requirements of Section 6.06this Lease, as applicable, including without limitation paragraphs 9 and 10 in order to restore the Property, Property (in the case of a Condemnation, as nearly as practicable) to the value and operating condition (assuming Lessee's compliance with the terms of this Lease prior to the occurrence of the Condemnation or Casualty) thereof immediately prior to such event (but in no event to a value less than the aggregate Original Capitalized Cost of the Property (determined in accordance with Section I-B of Schedule 1))event. In connection with such restoration the Lessee shall, before beginning such restoration, submit plans and specifications for such restoration, together with an estimate of the cost thereof, and all necessary construction contracts therefor for the Lessor's and the Independent Engineer's approvalapproval (provided, that if Lessee proposes to restore the Property to the same plans and specifications existing immediately prior to the Casualty or Condemnation, using all new materials of at least like quality used prior to the occurrence of such Condemnation or Casualty and otherwise consistent with the construction of first class office buildings in New York City, no approval of such plans and specifications by Lessor or the Independent Engineer shall be required), which consent will not unreasonably be unreasonably withheld, conditioned or delayed; provided that (i) the Property can capacity and useful life of the Improvements shall not, after such restoration, be restored substantially less than the capacity and useful life prior to an economic unit of substantially such Casualty or Condemnation;(ii) neither the same character and fair market value as existed immediately of the Property nor Lessor's interest therein shall, after such restoration, be substantially less than its fair market value prior to such Casualty or Condemnation and (iiiii) if the estimated cost to complete such restoration exceeds the amount of Net Proceeds, the Lessor is, in its sole judgment, satisfied that the Lessee shall have sufficient funds (the "Excess Funds") available to pay such excess. If either Mortgage has been recorded, which Excess Funds shall be deposited by the Lessee with the Proceeds Trustee and distributed to the Lessee as hereinafter provided. If the conditions set forth in the foregoing proviso are not satisfied, the Lessor may deliver a Termination Notice.shall

Condemnation or Casualty Without Termination. If, after a -------------------------------------------- Casualty or Condemnation, neither the Lessor nor the Lessee has not given an Offer to Purchase and Lessor has not given a Lessor Termination Notice in accordance with 7.02paragraph 12(b), then this Lease shall continue in full force and effect, and the Lessee shall, at its sole cost and expense, promptly commence and diligently pursue to completion the rebuilding, replacement or repair of any damage to the PropertyMill II Parcel, Mill II and the Mill II Improvements caused by such event in conformity with the requirements of Section 6.06paragraph 9 or 10, as applicable, in order to restore the PropertyMill II Parcel, Mill II and the Mill II Improvements (in the case of a Condemnation, as nearly as practicable) to the value and operating condition thereof immediately prior to such event (but in no event to a value less than the aggregate Original Capitalized Cost of the Property (determined in accordance with Section I-B of Schedule 1))event. In connection with such restoration the Lessee shall, before beginning such restoration, submit plans and specifications for such restoration, together with an estimate of the cost thereof, and all necessary construction contracts therefor for the Lessor's and the Independent Engineer's approval, which will not be unreasonably withheld, conditioned or delayed; provided that (i) the Property can capacity, efficiency and utility -------- of the Mill II Parcel, Mill II and the Mill II Improvements shall not, after such restoration, be restored to an economic unit of substantially less than the same character capacity, efficiency and fair market value as existed immediately utility prior to such Casualty or Condemnation Condemnation; (ii) the fair market value of the Mill II Parcel, Mill II and the Mill II Improvements shall not, after such restoration, be less than its fair market value prior to such Casualty or Condemnation; and (iiiii) if the estimated cost to complete such restoration exceeds the amount of Net Proceeds, the Lessor is, in its sole judgment, satisfied that the Lessee shall have sufficient funds (the "Excess ------ Funds") available to pay such excess, which Excess Funds shall be deposited by ----- the Lessee with the Proceeds Trustee and distributed to the Lessee as hereinafter provided. If the conditions set forth in the foregoing proviso are not satisfied, the Lessor may Lessee shall be deemed to have made an Offer to Purchase. Such work shall be completed in a good and workmanlike manner free and clear of all Liens for labor, services or materials (except Permitted Encumbrances) and in compliance with all applicable Legal Requirements and Insurance Requirements. Upon completion of such work, the Lessee shall cause the Independent Engineer to deliver a Termination Noticecertificate to the effect that final completion of the work has occurred and that the operating condition of the Mill II Property, after taking into consideration the restoration, is equivalent to, or better than, the operating condition that existed immediately prior to the Casualty or Condemnation assuming compliance with paragraph 9 hereof. All fees and expenses of the Independent Engineer in connection with any rebuilding and restoration shall be at the Lessee's sole cost and expense. The Lessee shall be entitled to receive payment from the Net Proceeds or the Excess Funds, as the case may be, from time to time as such work of rebuilding, replacement or repair progresses, but only after presentation of certificates of the Independent Engineer, delivered by the Lessee to the Proceeds Trustee (with a copy to the Lessor) from time to time as such work of rebuilding, replacement or repair progresses. Each such certificate of the Independent Engineer shall describe the work for which the Lessee is requesting permission to pay or requesting payment and the cost incurred by the Lessee in connection therewith and shall state that such work has been properly completed and that the Lessee has not theretofore received payment for such work, and shall be accompanied by (i) an Officer's Certificate of the Lessee certifying that no Default, Event of Default or Major Environmental Event has occurred and is continuing and that the Net Proceeds and Excess Funds held by the Proceeds Trustee are adequate to complete such rebuilding, replacement or repair in accordance with this paragraph 12(c), and (ii) duly executed Lien waivers executed by each materialman or mechanic furnishing materials or labor for which the Lessee is requesting permission to pay or requesting payment. The Proceeds Trustee shall deliver, or cause to be delivered, payment within five (5) Business Days after its receipt of the certificates required above. In connection with such payments, the Proceeds Trustee shall first apply the Excess Funds to the cost of such restoration prior to the disbursement of any Net Proceeds by the Proceeds Trustee for such purpose. Upon receipt by the Proceeds Trustee (with a copy to the Lessor) of an Officer's Certificate from the Lessee, to the effect that final payment has been made for any such work and stating that the rebuilding, replacement or repair has been completed in compliance with the terms and conditions of this Lease, the remaining amount of such Net Proceeds shall be paid to the Lessee. The Lessee shall be responsible for the cost of any such repair, rebuilding or restoration in excess of such Net Proceeds and Excess Funds, for which cost the Lessee shall make adequate provision acceptable to the Lessor.

Condemnation or Casualty Without Termination. If, after (a) If a Casualty or Condemnation, Condemnation occurs and neither the Lessor nor the Lessee has given a Termination Notice in accordance with Section 7.02, then this Lease shall will continue in full force and effect, and the Lessee shall, at its sole cost and expense, promptly commence and diligently pursue to completion the rebuilding, replacement or repair of any damage to the Property, Affected Property caused by such event in conformity with the requirements of Section 6.06, as applicable, in order to restore the Property, Affected Property (in the case of a Condemnation, as nearly as practicable) to the value its previous value, operating condition, capacity, efficiency and operating condition thereof useful life immediately prior to such event (but in no event Casualty or Condemnation. To the extent that such Affected Property will be restored by the Lessee, any Net Proceeds shall be paid over to a value less than the aggregate Original Capitalized Cost of Lessee and the Lessee shall use such Net Proceeds to restore the Affected Property (determined in accordance with Section I-B the terms of Schedule 1))this Lease. In connection with such restoration the Lessee shall, before beginning such restoration, submit plans and specifications a construction budget for such restoration, together with an estimate of the cost thereof, and all necessary construction contracts therefor restoration for the Lessor's and the Independent Engineer's approval, which will not be LEASE Proprietary & Confidential unreasonably withheld, conditioned or delayed; provided that (i) the Affected Property can be restored to an economic unit of substantially the same character and fair market value as existed immediately prior to such Casualty or Condemnation and (ii) if the estimated cost to complete such restoration exceeds the amount of Net Proceeds, the Lessor is, in its sole judgment, satisfied that the Lessee shall have has sufficient funds (the "Excess Funds") available to pay such excess, which Excess Funds shall Funds, subject to Section 7.03(d), will be deposited by the Lessee with the Proceeds Trustee and distributed to the Lessee as hereinafter hereafter provided. If the conditions set forth in the foregoing proviso are not satisfied, the Lessor may deliver a Termination NoticeNotice with respect to the Affected Property in accordance with Section 7.02. The Lessee shall be entitled to Net Proceeds only if it has paid the full Termination Value for such Affected Property and the Termination Value shall be applied in accordance with Section 7.01(c) of the Participation Agreement.

Condemnation or Casualty Without Termination. If, after a Casualty or Condemnation, neither the Lessor nor the Lessee has not given a Termination Notice and the Lessor has not given a Lessor Termination Notice in accordance with 7.02subparagraph 12(b), then this Lease shall continue in full force and effect, and the Lessee shall, at its sole cost and expense, promptly commence and diligently pursue to completion the rebuilding, replacement or repair of any damage to the Property, Property caused by such event in conformity with the requirements of Section 6.06paragraph 9 or 10, as applicable, in order to restore the Property, Property (in the case of a Condemnation, as nearly as practicable) to the value and operating condition thereof immediately prior to such event (but in no event to a value less than the aggregate Original Capitalized Cost of the Property (determined in accordance with Section I-B of Schedule 1))event. In connection with such restoration the Lessee shall, before beginning such restoration, submit plans and specifications for such restoration, together with an estimate of the cost thereof, and all necessary construction contracts therefor for the Lessor's and the Independent Engineer's approval, which will not be unreasonably withheld, conditioned or delayed; provided that (i) the Property can capacity, efficiency and useful life of the Improvements, shall not, after all such restoration taken as a whole, be restored to an economic unit of substantially materially less than the same character capacity, efficiency and fair market value as existed immediately useful life prior to such Casualty or Condemnation Condemnation; (ii) the fair market value of the Property shall not, after all such restoration taken as a whole, be materially less than its fair market value prior to such Casualty or Condemnation; and (iiiii) if the estimated cost to complete such restoration exceeds the amount of Net Proceeds, the Lessor is, in its sole judgment, satisfied that the Lessee shall have sufficient funds (the "Excess Funds") available to pay such excess, which Excess Funds shall be deposited by the Lessee with the Proceeds Trustee and distributed to the Lessee as hereinafter provided. If Such work shall be completed in a good and workmanlike manner free and clear of all Liens for labor, services or materials and in compliance with all applicable Legal Requirements and Insurance Requirements. All fees and expenses of the conditions set forth Independent Engineer in connection with any rebuilding and restoration shall be at the foregoing proviso are not satisfiedLessee's sole cost and expense. The Lessee shall be entitled to receive payment from the Net Proceeds or the Excess Funds, as the Lessor case may deliver be, from time to time as such work of rebuilding, replacement or repair progresses, but only after presentation of certificates of the Independent Engineer, delivered by the Lessee to the Proceeds Trustee (with a Termination Notice.copy to the Lessor) from time to time as such work of rebuilding, replacement or repair progresses. Each such certificate of the Independent Engineer shall describe the work for which the Lessee is requesting permission to pay or requesting payment and the cost incurred by the Lessee in